Stand: März 2026

§ 1 GENRAL - SCOPE

1.1 We supply goods exclusively in accordance with the following terms and conditions of sale and delivery. We expressly reject any terms and conditions of business or purchase put forward by the buyer. Such terms shall only be binding on us if we have expressly agreed to them in writing. Our terms and conditions of sale and delivery shall also apply if we carry out the delivery to the buyer without reservation, even though we are aware of any supplementary, conflicting or deviating terms and conditions of the buyer.

1.2 Any individual agreements made with the buyer on a case-by-case basis (including ancillary agreements, additions and amendments) shall in all cases take precedence over these General Terms and Conditions of Sale and Delivery. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or our written confirmation.

1.3 Any legally significant statements or notices from the buyer relating to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction of the purchase price) must be made in writing, i.e. in written or text form (e.g. letter, email, fax).

1.4 Our terms and conditions of sale and delivery apply only to businesses, legal entities governed by public law or special funds under public law within the meaning of Section 310(1) of the German Civil Code (BGB).

1.5 These Terms and Conditions of Sale and Delivery shall apply, in the version valid at the time of the Buyer’s order or, in any event, in the version most recently communicated to the Buyer in writing, as a framework agreement also for similar future contracts, without us having to refer to them again in each individual case.

1.6 References to the applicability of statutory provisions are for clarification purposes only. Even in the absence of such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these Terms and Conditions of Sale and Delivery.

§ 2 QUOTATION - QUOTATION DOCUMENTS - DRAWINGS

2.1 Our quotations are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation, other product descriptions or documents (e.g. illustrations, drawings, dimensional and weight specifications, layouts) (the “offer documents”) – including in electronic form – to which we reserve ownership rights and copyright. The offer documents must not be made accessible to third parties and must be returned on request. This also applies to documents, drawings, models, etc. produced by us on the buyer’s behalf. These remain our property, irrespective of the allocation of costs.

2.2 The tender documents, drawings, models, etc. are merely approximate; they do not constitute a guarantee of quality unless such a guarantee is expressly provided in writing. In the event of obvious errors, typographical errors or miscalculations in the tender documents, drawings, models, etc., these shall not be binding. The customer shall notify us of any such errors so that the order confirmation or the execution of the order can be corrected.

2.3 The buyer’s order for the goods shall be deemed a binding offer to enter into a contract. We reserve the right to accept this offer within a period of two weeks. Acceptance may be confirmed either in writing or by delivering the goods to the buyer.

§ 3 PRICES - TERMS OF PAYMENT - LATE PAYMENT - RIGHT OF RETENTION

3.1 Only the prices and delivery terms stated in our quotation or order confirmation shall apply. The minimum order value is €500.00. Statutory VAT is not included in our prices; it is shown separately on the invoice at the applicable VAT rate. Unless otherwise agreed in writing, our prices are ex works and exclude any fees payable to the Duales System Deutschland (DSD fees).

3.2 The purchase price is due and payable within 14 days of the invoice date and delivery or acceptance of the goods, with a 2% discount, or within 30 days net. However, we are entitled at any time, even within the context of an ongoing business relationship, to make a delivery, in whole or in part, only against advance payment. We shall state this reservation at the latest upon confirmation of the order.

3.3 Upon expiry of the above payment deadline, the buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory rate of interest for late payments. We reserve the right to claim further damages arising from the default. Our entitlement to commercial interest on overdue payments (Section 353 of the German Commercial Code (HGB)) remains unaffected in dealings with merchants.

3.4 If, after the conclusion of the contract, it becomes apparent that our claim to the purchase price is at risk due to the buyer’s inability to pay, we are entitled, in accordance with the statutory provisions, to withhold performance and – where applicable, after setting a deadline – to withdraw from the contract (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (custom-made items), we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

3.5 The buyer shall only be entitled to set-off or retention rights to the extent that their claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer’s counterclaims, in particular those under Section 8 of these Terms and Conditions of Sale and Delivery, shall remain unaffected.

§ 4 RESERVATION OF TITLE

4.1 We retain title to the goods sold until all our current and future claims arising from the sales contract and any ongoing business relationship (secured claims) have been paid in full.

4.2 Goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The buyer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. through attachment) seek to seize the goods belonging to us.

4.3 In the event of a breach of contract by the buyer, in particular failure to pay the purchase price when due, we are entitled, in accordance with the statutory provisions, to withdraw from the contract and/or to demand the return of the goods on the basis of the retention of title. The demand for the return of the goods does not automatically constitute a declaration of withdrawal; rather, we are entitled merely to demand the return of the goods and to reserve the right to withdraw from the contract. If the buyer fails to pay the purchase price due, we may only exercise these rights if we have previously set the buyer a reasonable deadline for payment without success, or if setting such a deadline is not required under the statutory provisions.

4.4 Unless otherwise notified in accordance with clause 4.4.3 below, the buyer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In such cases, the following provisions shall apply in addition:

4.4.1 The retention of title extends to the full value of any products created through the processing, mixing or combining of our goods, in which case we shall be deemed the manufacturer. If, in the event of processing, mixing or combining with goods belonging to third parties, their title remains in force, or if the value of the processed item exceeds the value of our goods, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

4.4.2 The buyer hereby assigns to us, by way of security, all claims against third parties arising from the resale of the goods or the product, either in full or in proportion to our share of co-ownership as set out in the preceding paragraph. The same applies to any other claims that take the place of our goods or otherwise arise in connection with the goods, such as insurance claims or claims arising from tort in the event of loss or destruction. We accept the assignment. The obligations of the buyer set out in clause 4.2 shall also apply in respect of the assigned claims.

4.4.3 The buyer remains authorised, alongside us, to collect the claim. We undertake not to collect the claim so long as the buyer meets their payment obligations to us, there is no indication of any inability to pay, and we do not assert the retention of title by exercising a right in accordance with clause 4.3. Should this, however, be the case, we may demand that the buyer discloses to us the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment. Furthermore, in such a case, we shall be entitled to revoke the buyer’s authority to resell and process the goods subject to retention of title.

4.5 If the realisable value of the security exceeds our claims by more than 20%, we shall, at the buyer’s request, release security of our choice.

§ 5 DELIVERY TIME - DELAY IN DELIVERY

5.1 Our delivery times are, as a rule, approximate and non-binding. Any agreements deviating from this regarding a binding delivery time must be made expressly and in writing. If we are unable to deliver on time, we will inform the buyer immediately.

5.2 A delivery period agreed as binding shall not commence until all details of the order have been finally clarified. The delivery period shall be deemed to have been met upon notification that the goods are ready for dispatch. We shall not be held responsible for delays in performance resulting from a breach by the buyer of their obligations under the contract, and such delays shall result in a reasonable extension of the delivery period. If dispatch is delayed due to circumstances for which the buyer is responsible, the buyer shall be invoiced for the storage costs incurred by third parties or by us 14 days after notification that the goods are ready for dispatch. We are entitled, after granting a grace period which has elapsed without result, to dispose of the delivery item elsewhere or to supply the buyer within a reasonable grace period.

5.3 In cases of force majeure or other events that could not have been foreseen at the time the contract was concluded (e.g. war, civil unrest, acts of terrorism or sabotage, fire, earthquakes, floods or other similar natural disasters, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary official permits, pandemics or epidemics, official measures, or failure by suppliers to deliver, or delivery that is incorrect or not timely, despite a corresponding covering transaction concluded by us), the party affected hereby shall be released from its performance obligations for the duration of the disruption and to the extent of its effect, even if it is in default. This does not entail automatic termination of the contract. The parties are obliged to notify each other of any such impediment and to adapt their obligations to the changed circumstances in good faith.

5.4 The commencement of our delay in delivery is determined in accordance with statutory provisions. In any event, however, a formal notice from the buyer is required. Should we be in default of delivery, the buyer may claim lump-sum compensation for the loss incurred as a result of the delay. The flat-rate compensation amounts to 0.5% of the net price (delivery value) for each full calendar week of delay, but in total no more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has suffered no loss at all or only a significantly lower loss than the flat-rate amount stated above.

5.5 The buyer’s rights under clause 8 of these Terms and Conditions of Sale and Delivery, and our statutory rights – in particular where the obligation to perform is excluded (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance) – remain unaffected.

§ 6 DELIVERY - TRANSFER OF RISK - FAILURE TO TAKE DELIVERY

6.1 Delivery is ex works, which is also the place of performance for the delivery and any subsequent performance. At the buyer’s request and expense, the goods will be shipped to a different destination (sale by delivery). Unless otherwise agreed, we are entitled to determine the method of dispatch (in particular the carrier, route of dispatch and packaging) ourselves. Shipping packaging, insofar as such appears necessary for the goods, shall be charged at cost price.

6.2 In accordance with Section 15 of the Packaging Act (VerpackG), we hereby inform the purchaser of our obligation to take back and recycle, free of charge, any packaging supplied by our company that is not subject to mandatory participation in a recycling scheme. In doing so, we are fulfilling the requirement set out in the Closed-Loop Recycling Act and the Packaging Act to ensure that recycling loops are closed.

6.3 The risk of accidental loss or accidental deterioration of the goods passes to the buyer upon handover; in the case of sale by delivery to a place other than the buyer’s premises, this occurs upon handover of the goods to the forwarding agent, the carrier or any other person or organisation designated to carry out the shipment. Where delivery has been agreed on a ‘delivered free to door’ basis, this is at the customer’s risk. The above provisions regarding sale by delivery shall apply mutatis mutandis.

6.4 If dispatch is delayed for reasons beyond our control, the risk shall pass to the buyer upon receipt of notification that the goods are ready for dispatch. The buyer shall bear the costs of storage.

6.5 Goods reported as ready for dispatch on the agreed date must be collected by the buyer immediately. If the buyer is in default of acceptance, breaches any other obligations to cooperate, or if delivery is delayed for other reasons for which the buyer is responsible, we shall be entitled to claim compensation for the loss we have incurred, including any additional costs. Furthermore, we shall be entitled to pursue any other legal claims.

§ 7 THE BUYER´S CLAIMS FOR DEFFECTS

7.1 Unless otherwise specified below, the statutory provisions apply to the buyer’s rights in the event of material defects or defects of title.

7.2 The buyer’s claims for defects are subject to the condition that they have fulfilled their statutory obligations to inspect the goods and give notice of defects (Sections 377 and 381 of the German Commercial Code (HGB)). Should a defect become apparent upon delivery, during inspection or at any later point in time, we must be notified of this in writing without delay. If the buyer fails to carry out a proper inspection and/or to give notice of defects, our liability for defects that have not been reported, or have not been reported in good time or in the proper manner, is excluded in accordance with the statutory provisions. The buyer bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notice of defects.

7.3 Where there is a defect in the goods for which we are responsible and which has been reported by the buyer in good time and in writing, we shall initially be entitled to remedy the defect – to the exclusion of the buyer’s rights to withdraw from the contract or to reduce the purchase price – unless we are entitled to refuse to remedy the defect under the relevant statutory provisions. The buyer must grant us a reasonable period of time for subsequent performance in respect of each individual defect.

7.4 If the goods delivered are defective, we may choose whether to remedy the defect by rectifying it (repair) or by delivering goods free from defects (replacement). The buyer must give us the time and opportunity required to carry out the remedial action, in particular by handing over the goods subject to complaint for inspection. In the event of a replacement delivery, the buyer must, upon request, return the defective item to us in accordance with the statutory provisions.

7.5 We are entitled to make the provision of subsequent performance conditional upon the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price commensurate with the defect.

7.6 If the remedy has failed, or if a reasonable period set by the buyer for the remedy has expired without result or is not required under the law, the buyer may withdraw from the contract of sale or reduce the purchase price. However, there is no right of withdrawal in the case of a minor defect.

7.7 The buyer’s claims for damages or reimbursement of wasted expenditure shall, even in the event of defects, be governed solely by clause 8 of these Terms and Conditions of Sale and Delivery and are otherwise excluded.

§ 8 LIABILITY

8.1 Unless otherwise specified in these General Terms and Conditions of Sale and Delivery, including the provisions set out below, we shall be liable for any breach of contractual or non-contractual obligations in accordance with the statutory provisions.

8.2 We shall be liable for damages – regardless of the legal basis – under the principle of fault-based liability in cases of wilful misconduct and gross negligence. In cases of ordinary negligence, we shall be liable only subject to a less stringent standard of liability in accordance with statutory provisions (e.g. regarding the standard of care required in one’s own affairs):

8.2.1 for damages resulting from injury to life, limb or health,

8.2.2 for damages arising from a material breach of a fundamental contractual obligation    (an obligation the fulfilment of which is essential for the proper performance of the contract and on the observance of which the other party regularly relies and is entitled to rely); in such cases, however, our liability is limited to compensation for foreseeable, typically occurring damage.

8.3 The limitations of liability set out in clause 8.2 shall also apply in the event of breaches of duty committed by or in favour of persons for whose fault we are liable under statutory provisions. They shall not apply where we have fraudulently concealed a defect or have given a guarantee as to the quality of the goods, nor shall they apply to claims by the buyer under the Product Liability Act.

§ 9 STATUTE OF LIMITATIONS

9.1 Notwithstanding Section 438(1)(3) of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title is one year from delivery.

9.2 The above limitation period also applies to the buyer’s contractual and non-contractual claims for damages arising from a defect in the goods, unless the application of the standard statutory limitation period (Sections 195 and 199 of the German Civil Code) would result in a shorter limitation period in a particular case.

9.3 However, claims for damages by the buyer arising from wilful misconduct or gross negligence, resulting in injury to life, limb or health, as well as claims under the Product Liability Act, are subject exclusively to the statutory limitation periods.

§ 10 FINAL PROVISIONS

10.1 The place of performance and jurisdiction for both parties to the contract is our registered office. We reserve the right, however, to bring legal proceedings against the buyer at their place of business.

10.2 These General Terms and Conditions of Sale and Delivery and the contractual relationship between us and the buyer shall be governed by the laws of the Federal Republic of Germany, to the exclusion of any uniform international law, in particular the UN Convention on Contracts for the International Sale of Goods.