General Terms and Conditions of Delivery and Payment

§ 1
General Provisions, Scope of Application

1. Our General Terms and Conditions apply to all current and future business relationships. Our deliveries and services, including information, offers, consultations, and repairs, are provided exclusively on the basis of the following General Terms and Conditions.
    
2. Deviating, conflicting, or supplementary general terms and conditions shall not become part of the contract, even if we deliver with knowledge of such terms, unless we have expressly agreed to their validity in writing. 

§ 2
Conclusion of Contract, Binding Period

1. Our offers are non-binding and lose their validity no later than 60 days after submission. We reserve the right to make technical changes as well as changes in form, color, design, material, and/or weight, provided that the quality and functionality of the subject matter of the contract are not significantly altered and the changes are reasonable for the customer. In particular, we reserve the right to deliver equivalent or higher-performing components instead of the offered and ordered components. 
   
   
2. By ordering goods, the customer bindingly declares their intent to purchase the ordered goods. The customer is bound to their order for 3 weeks after receipt by us. Within this period, we are entitled to accept the contractual offer contained in the order. Acceptance may be declared either in writing (including by fax or email) or by delivery of the goods to the customer. If acceptance is made through an order confirmation, the customer is obliged to immediately check it for any deviations from the order and to promptly notify us of such deviations. Otherwise, the contract shall be deemed concluded in accordance with the order confirmation. 
   
   
3. Ancillary agreements and amendments to a contract require written form to be effective. This requirement can only be waived in writing. Fax correspondence and emails with receipt confirmation satisfy the written form requirement. 
   
   
4. We reserve all property rights and copyrights to illustrations, drawings, calculations, and other documents provided by us. The transfer of such documents to third parties is permitted only with our prior express consent. Drawings and other documents related to offers must be returned to us immediately and without request if the order is not placed with us. 

§ 3
Prices

1. The price is the price quoted by us or, where not specified individually, the price listed in our price lists valid at the time of the order. Prices are ex works, excluding packaging. Delivery is made at the customer’s expense. Prices (including for packaging, shipping, etc.) are exclusive of the applicable statutory value-added tax. 
   
   
2. Discounts or other deductions not expressly stated in the offer are not permissible. 
   
   
3. Any additional costs, particularly those for shipping, insurance, customs clearance, import duties/taxes, and costs of payment transactions, shall be borne by the customer. 

§ 4
Payment, Default in Payment, Deterioration of Assets

1. Unless otherwise agreed in writing, the due date for payment of our invoices is governed by statutory provisions. All incidental banking fees shall be borne by the customer. 
   
   
2. Payment is due in full upon delivery or acceptance. The customer shall be in default without further notice no later than 30 days after the due date if payment has not been made. In the event of defects, the customer has no right of retention unless the delivery is obviously defective or the customer clearly has the right to refuse acceptance of the work. In such cases, the customer is entitled to withhold payment only to the extent that the withheld amount is reasonably proportionate to the defects and the anticipated costs of subsequent performance (particularly defect rectification). The customer is not entitled to assert claims or rights due to defects if due payments have not been made and the due amount (including any payments made) is reasonably proportionate to the value of the defective delivery or work. 
   
   
3. We are entitled to demand advance payments and to provide deliveries and services only against prepayment. 
   
   
4. In the case of partial deliveries, the customer is obliged to make payments proportional to the ratio of the partial delivery to the total delivery stipulated in the contract. 
   
   
5. If the customer defaults on payment, we are entitled to claim statutory default interest at a rate of 8 percentage points above the base interest rate. We reserve the right to claim higher damages. 
   
   
6. If, after the conclusion of the contract, a significant deterioration in the customer’s financial circumstances becomes apparent, which may jeopardize our claim to counter-performance, we may refuse our performance—even if we are obliged to perform in advance—until the counter-performance is provided or security is furnished. If the customer, after the expiry of a reasonable period set by us, is neither willing to perform concurrently nor provide security, we are entitled to withdraw from the contract. 

§ 5
Set-Off, Right of Retention

1. Set-off with counterclaims by the customer is permissible only if such claims are acknowledged by us as existing and due or have been legally established as valid. 
   
   
2. The customer is entitled to exercise a right of retention only if their counterclaim arises from the same contractual relationship. 

§ 6
Delivery Deadlines and Dates, Partial Deliveries

1. Delivery dates are legally binding only if expressly confirmed as binding by us in the order confirmation. 
   
   
2. Compliance with delivery deadlines requires the timely clarification of all technical and commercial details as well as the provision of any necessary permits. Any changes requested by the customer within the delivery period regarding the execution of the delivery or the delivery item suspend the deadline and extend it appropriately. 
   
   
3. The occurrence of unforeseen events, force majeure, or unexcused non-delivery by our suppliers entitles us to postpone delivery for the duration of the hindrance plus a reasonable start-up period. 
   
   
4. If we are not correctly and/or timely supplied by our supplier, and this failure is not attributable to us, we are entitled to withdraw from the contract with the customer as well. In such cases, the customer will be informed immediately of the non-availability of the performance. Any counter-performance will be refunded promptly, and no further claims by the customer shall exist. 
   
   
5. If the customer incurs damage due to a delay in delivery caused by our fault, our liability for compensation is limited in accordance with the provisions of § 12. 
   
   
6. We are entitled to make partial deliveries. 

§ 7
Acceptance of the Delivery Item

1. If the customer refuses acceptance after the expiry of a reasonable grace period set for them or expressly declares their unwillingness to accept, we may withdraw from the contract and demand compensation. As compensation, we may claim a lump sum of 40% of the gross order amount. The customer retains the right to prove that no damage or significantly less damage has been incurred. If higher damages arise, we are entitled to claim these instead of the lump sum. 
   
   
2. If the conditions of paragraph 1, sentence 1 are met and we cannot return the goods to the manufacturer/supplier (e.g., because the goods were specifically produced for the customer or are of a nature that cannot be returned), or if the goods we produced were specifically made for the customer and cannot be sold elsewhere, the customer shall, in the event of non-acceptance, pay the full price as per our invoice as compensation.
    
3. If the conditions of paragraph 1, sentence 1 are met and we do not withdraw from the contract, we are entitled to charge a customary and reasonable fee for storing the goods. 

§ 8
Provisions for Services with Characteristics of a Contract for Work

Insofar as our performance obligation is not limited to fulfilling a purchase contract concluded with the customer, the following supplementary provisions apply: 

1. The customer is obliged to accept our services if they are essentially free of defects. Minor defects in the provision of services do not preclude acceptance. Section 640 of the German Civil Code (BGB) applies. 
   
   
2. Formal acceptance is not required; acceptance may also occur implicitly. In particular, use of the service without written reservation is deemed implicit acceptance. 
   
   
3. Section 641a BGB applies. 
   
   
4. Upon our request, the customer must separately accept parts of our services if this is reasonable for them. This applies especially if our performance is divisible and the customer has objections to the absence of defects only with respect to individual parts of the performance. 

§ 9
Place of Performance / Transfer of Risk

1. The place of performance for our delivery obligation is the respective operational site through which the delivery is to be made according to the contractual agreement. Shipment of the delivery item occurs at the customer’s request. The choice of shipping method and means is at our discretion. 
   
   
2. Shipment of the delivery item is at the customer’s risk. The risk passes to the customer upon handover of the item to the carrier, freight forwarder, or [text cuts off here in the original]. 

§ 10
Retention of Title, Extended Retention of Title

1. Delivered goods remain our property until all claims arising from the ongoing business relationship have been fully settled. 
   
   
2. In the event of the customer’s breach of contract, particularly default in payment, we are entitled to take back the delivered goods. After repossession, we are authorized to realize the goods, and the proceeds—less reasonable realization costs—shall be credited against the customer’s liabilities. 
   
   
3. The customer is entitled to resell the delivered goods in the ordinary course of business; however, they hereby assign to us all claims arising from the resale against their buyers or third parties. We accept this assignment. The assignment applies regardless of whether the delivered goods are resold without or after further processing. The customer remains authorized to collect the assigned claims even after the assignment. Our authority to collect the claim ourselves remains unaffected. 
   
   
4. If the customer fails to meet their payment obligations to us, defaults on payment, an application for insolvency proceedings is filed against their assets, or they cease payments, the customer is obliged, upon our request, to immediately disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and inform the debtors of the assignment. 
   
   
5. In the event of seizures or other third-party interventions, the customer must notify us immediately in writing so that we can assert our rights. 
   
   
6. We undertake to release the securities to which we are entitled at the customer’s request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released is at our discretion. 
   
   
7. The processing or transformation of goods purchased from us by the customer is always carried out on our behalf and in our name. If processing involves items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods supplied by us (final invoice amount including VAT) to the other processed items (at the time of processing). The same applies accordingly if the goods are mixed with other items not belonging to us. 

§ 11
Liability for Defects / Notification of Defects / Burden of Proof

1. Claims for defects do not exist in the case of only minor deviations from the agreed condition, natural wear and tear, normal wear damages, or damages arising after the transfer of risk due to faulty or negligent handling, excessive use, unsuitable operating materials, or other external influences not presupposed under the contract. In particular, no claims for defects exist for issues arising from failure to observe the instructions in our operating manual, especially the technical specifications therein. Claims for defects do not exist in the case of only minor deviations from the agreed condition, natural wear and tear, normal wear damages, or damages arising after the transfer of risk due to faulty or negligent handling, excessive use, unsuitable operating materials, or other external influences not presupposed under the contract. In particular, no claims for defects exist for issues arising from failure to observe the instructions in our operating manual, especially the technical specifications therein.  
   
   
2. The customer must inspect the delivery item immediately upon receipt with the care reasonably expected under the circumstances and promptly notify us in writing of any detectable defects. If a defect not initially detectable becomes apparent later, it must be reported in writing immediately upon discovery. Failure to provide such notification deems the delivery approved. The burden of proof for the defect itself, the time of its detection, and the timeliness of the defect notification lies with the customer.
   
   
3. The customer must inspect the delivery item immediately upon receipt with the care reasonably expected under the circumstances and promptly notify us in writing of any detectable defects. If a defect not initially detectable becomes apparent later, it must be reported in writing immediately upon discovery. Failure to provide such notification deems the delivery approved. The burden of proof for the defect itself, the time of its detection, and the timeliness of the defect notification lies with the customer.
   
   
4. If subsequent performance fails—which, absent special circumstances, is the case after the second unsuccessful attempt—if we unjustifiably refuse subsequent performance, or if it becomes unreasonable for the customer, the customer may, at their discretion, demand a reduction in payment (price reduction) or rescission of the contract (withdrawal). However, the customer has no right of withdrawal in the case of only minor breaches of contract, particularly minor defects.
   
   
5.  
   a. If the customer opts for withdrawal from the contract due to a legal or material defect pursuant to paragraph 4, they are not entitled to additional compensation for damages due to the defect.  
   b. If the customer claims damages due to a defect, the goods remain with the customer if this is reasonable for them. Compensation is limited to the difference between the purchase price and the value of the defective goods. This does not apply if we caused the breach of contract fraudulently.  
   
   
6. Any return of goods to us required due to a defect may only occur with our prior consent and using the shipping method specified by us. Returns made without our prior consent need not be accepted by us. In such cases, the customer bears the return shipping costs.
   
   
7. 
   a. The condition of the goods is generally deemed to be only that specified in the product description resulting from the offer. Public statements, promotions, or advertising claims do not constitute a contractual specification of the goods’ condition. We are liable for public statements, particularly in advertising, only if we initiated them.  
   b. Liability for advertising claims exists only if the advertising actually influenced the customer’s purchase decision. The burden of proof for this lies with the customer.  
   
   
8. The customer does not receive guarantees in the legal sense from us unless expressly agreed otherwise. References to standards or other statutory product requirements serve only to describe the goods and do not constitute a guarantee.
   
   
9. The warranty for material and workmanship is 12 months.
   
   
10. If the customer reports a defect to us and we take measures based on an assumed warranty obligation, the customer is obliged to reimburse us for expenses and costs incurred in this context if it turns out that, contrary to the customer’s assertion, no defect in the goods supplied by us actually existed.
    
    
11. The customer must ensure that sufficiently trained personnel are available at the location of systems/machines operated using goods supplied by us to identify the cause of functional issues and, if necessary, replace the goods supplied by us. We are not liable for costs arising from the customer’s failure to meet these requirements.
    
    
12. The limitations on liability for defects contained in the above provisions do not apply in the cases of § 12, paragraph 4. 

§ 12
Limitation of Liability, Burden of Proof

The following limitations of liability also apply to breaches of duty by our legal representatives or vicarious agents:  The following limitations of liability also apply to breaches of duty by our legal representatives or vicarious agents:  

1. The burden of proof that a breach of duty has occurred on our part and that we are responsible for it lies with the customer.  
   
   
2. 
   a. The burden of proof that a breach of duty has occurred on our part and that we are responsible for it lies with the customer.  
   b. Otherwise, our liability for slight negligence is limited to the foreseeable, contract-typical damage based on the nature of the goods. In this case, we are also not liable for lost profits or other financial damages.  
   c. Our liability for slight negligence is further limited to the amount of the purchase price for the respective (individual) delivery.  
   
   
3. 
   a. We are not liable for normally negligent breaches of non-essential contractual obligations.  
   b. Otherwise, our liability for normal negligence is limited to the foreseeable, contract-typical damage based on the nature of the goods. In this case, we are also not liable for lost profits or other financial damages.  
   c. Our liability for normal negligence is further limited to the amount of the purchase price for the respective (individual) delivery.  
   
   
4. 
   a. The above exclusions/limitations of liability do not apply to damages resulting from injury to life, body, or health caused by a culpable breach of duty by us or one of our legal representatives or vicarious agents. They also do not apply to other damages caused by an intentional or grossly negligent breach of duty by us or an intentional or grossly negligent breach of duty by one of our legal representatives or vicarious agents.  
   b. The above exclusions/limitations of liability also do not apply in the case of assuming a guarantee or the absence of assured characteristics. However, claims for damages in these cases may only be asserted to the extent that the assurance of characteristics/guarantee covers the risk of consequential damage and the damage incurred results from the absence of the characteristic or a circumstance covered by the guarantee.  
   c. The above exclusions/limitations of liability also do not apply in the case of assuming a guarantee or the absence of assured characteristics. However, claims for damages in these cases may only be asserted to the extent that the assurance of characteristics/guarantee covers the risk of consequential damage and the damage incurred results from the absence of the characteristic or a circumstance covered by the guarantee.  
   
   
5. The provisions of paragraphs 1 to 4 above apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), regardless of the legal basis, particularly due to defects, breaches of obligations arising from the contractual relationship, or tort. They also apply to claims for reimbursement of futile expenses. However, liability for delay is governed by the provisions in paragraph 6 below of this section.
   
   
6. In cases of delay in performance, we are liable for intent or gross negligence on our part or that of our representatives or vicarious agents, as well as for culpable injury to life, body, or health, in accordance with statutory provisions. In cases of gross negligence, our liability is limited to the contract-typical, foreseeable damage. Outside the cases of the preceding sentences 1 and 2, our liability for damages due to delay in addition to performance is limited to a total of 5%, and for damages in lieu of performance (including reimbursement of futile expenses) to a total of 15% of the total delivery price. Further claims against us—even after the expiry of any deadline set for us to perform—are excluded. This limitation does not apply in the case of culpable breach of essential contractual obligations. However, compensation for the culpable breach of essential contractual obligations is limited to the contract-typical, foreseeable damage unless another case under sentence 1 of this paragraph also applies. The customer’s right to withdraw from the contract if the relevant conditions are met remains unaffected.

§ 13
Partial Invalidity

If one or more provisions of these Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision. The same applies in the event of a regulatory gap. 

§ 14
Jurisdiction, Applicable Law

1. The exclusive place of jurisdiction for all disputes arising from contracts concluded with us is the Gießen Local Court (Amtsgericht Gießen), Germany. However, we are entitled to sue the customer at their place of residence or registered office as well. 
   
   
2. German law applies exclusively, to the exclusion of conflict-of-law rules. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.