General Terms and Conditions and Payment Terms

1. General

1. The following terms and conditions shall apply exclusively to all contracts concluded by us if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law. The statutory provisions shall apply insofar as they are not expressly amended or excluded in these terms and conditions. Mandatory statutory provisions shall remain unaffected by these terms and conditions. Only the statutory provisions shall apply in dealings with consumers. These terms and conditions shall also apply in their respective versions to future deliveries to the same buyer, without the need to refer to their applicability again. The buyer’s terms and conditions of business and purchasing are hereby expressly objected to. They shall only bind us if we expressly agree to them, whereby our written confirmation shall be decisive for the content of such agreement.
2. The data relevant to the processing of the contract shall be stored and used in our IT system in compliance with data protection regulations.
3. Our offers are non-binding and subject to change. The written confirmation of our management is decisive for the content of agreements, particularly those made orally by our employees or field staff. Declarations and statements made by the buyer to us (e.g., setting deadlines, notices of defects) must be in writing to be effective.
4. Information about our goods (technical data, dimensions, etc.) is generally only approximate and indicative; it does not constitute a guaranteed quality unless a guarantee is expressly given, in which case our written confirmation shall be decisive for its content. Technical changes to our products are reserved.

2. Stated Delivery Times and Delay in Delivery

1. Our stated delivery times are generally approximate and subject to timely self-supply. Deviating agreements on delivery times must be made expressly, whereby our written confirmation shall be decisive for the content of such agreements. If we are unable to deliver on time, we will inform the buyer without delay. A delay in delivery on our part always requires a written reminder.
2. If we fall behind with the delivery for reasons for which we are responsible and the buyer has unsuccessfully set us a reasonable grace period, the buyer may withdraw from the contract. In the event of delay-related damages, we limit our liability for damages in addition to performance to 5% and for damages instead of performance to 10% of the value of our delivery/service. This limitation does not apply in cases of intent, gross negligence and/or injury to life, body or health.
3. Unforeseeable events for which we are not responsible (e.g., energy shortages, delays in the delivery of essential components and other materials, import difficulties, operational and traffic disruptions, strikes, lockouts, force majeure) shall extend the delivery time appropriately. If we are still unable to perform after an appropriate extension, both the buyer and we shall be entitled to withdraw from the contract. Claims for damages by the buyer shall be governed by the provisions fixed in these terms and conditions. If we withdraw, we shall promptly refund the buyer all payments already made.

3. Passing of Risk

1. Delivery is ex works. Shipment to another destination (shipment purchase) shall be made at the buyer’s request and expense. Unless otherwise expressly agreed, the method and route of shipment shall be determined by us. We are only obliged to conclude transport insurance upon the buyer’s express written instruction; the cost of such insurance shall be borne by the buyer, as shall any applicable customs duties, fees, taxes or other public charges.
2. Shipment shall be made to the best of our knowledge, whereby the risk of accidental loss and accidental deterioration of the sold goods passes to the buyer as soon as we have delivered the goods to the forwarding agent, carrier or any other person or institution designated to carry out the shipment. This shall not be affected by the fact that we assume shipment or installation. In particular, we shall not be liable for accidental changes and deterioration of the goods during transport or due to improper storage.
3. If no shipment purchase has been agreed, the risk shall pass to the buyer at the latest when the goods are handed over to him. If we have informed the buyer that the goods are ready for shipment or collection, the risk shall pass to the buyer if he does not collect the goods or fails to pick them up after we have set him a reasonable deadline without success or he is otherwise in default of acceptance.

4. Prices, Payment Terms and Default in Payment

1. The prices quoted by us are ex works, unless otherwise expressly agreed (for which a written agreement is decisive). Packaging shall be charged separately based on effort. The statutory VAT is not included in our prices; it shall be shown separately in the invoice.
2. We are entitled to reasonably increase the agreed price if the prices of our suppliers or other external costs affecting our goods (including public charges) increase between the conclusion of the contract and the agreed delivery date; otherwise the originally agreed price shall apply. The price increase shall become effective as soon as we have notified the buyer in writing.
3. Payment must be made within 8 days with 2% discount or within 30 days net from the invoice date. After this period, the buyer shall be in default without the need for a reminder (cf. § 286 III BGB). Other payment terms must be expressly agreed, whereby our written confirmation shall be decisive for the content of such agreement.
4. In case of default in payment and/or justified doubts about the customer’s creditworthiness, we may make any individual delivery dependent on advance payment or a security deposit equal to its invoice amount.
5. We accept bills of exchange and checks only for the purpose of performance and at the customer’s expense.
6. The buyer’s rights of set-off and retention are excluded unless the claim is undisputed or legally established.
7. If the buyer is in default of payment, we are entitled to charge interest at a rate of 8% above the respective base interest rate. We reserve the right to prove higher default damages.
8. If the buyer is wholly or partially in arrears with a due payment, we are entitled to withdraw from the contract after the unsuccessful expiry of a reasonable deadline set for him. Accordingly, our right of withdrawal also exists if circumstances become known that are likely to reduce the buyer’s creditworthiness and thus endanger our claim to the purchase price. If we withdraw, we are entitled to have the delivered goods marked, stored separately and collected at the buyer’s expense. For this collection, it is necessary that the persons commissioned by us for the collection may enter and drive on the premises where the goods are located. To determine our rights, we may inspect all documents/books of the customer relating to our retention of title through a person bound to professional secrecy.
9. As an alternative to our rights of withdrawal, we reserve the right to demand security from the buyer.

5. Retention of Title

1. The goods delivered by us shall remain our property until all claims to which we are entitled from the business relationship with the buyer for any legal reason have been fulfilled. This retention of title shall also extend to products resulting from processing, mixing or combining goods delivered by us to their full value, whereby we shall be deemed the manufacturer; if third parties own such products, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same applies to the resulting products as to the remaining retained goods.
2. The buyer undertakes to sell the reserved goods only in the ordinary course of business, under his normal business conditions and as long as he is not in default of payment. He is entitled to resell the reserved goods only on the condition that the claim from the resale shall pass to us in accordance with paragraphs 3 to 5 below. He is not entitled to dispose of the reserved goods in any other way.
3. The buyer hereby assigns to us his claims from the resale of reserved goods, regardless of whether the reserved goods are sold to one or more customers. We accept the assignment. The buyer is entitled to collect the assigned claims from the resale until our possible revocation, provided the buyer does not fulfil his payment obligations towards us or otherwise shows a lack of ability to perform. The buyer is not entitled to assign the claim or otherwise dispose of it under any circumstances.
4. At our request, in the event of a revocation of the authority to collect pursuant to paragraph 3 above, the buyer shall be obliged – unless we notify his customer ourselves – to inform the customer of the assignment to us without delay and to provide us with proof of such notification, as well as to send the information and documents necessary for collecting the assigned claim together with this notification.
5. At the buyer’s request, we are obliged to release the securities to the extent that their realizable value exceeds our claim by more than 20%. We reserve the right to choose which securities to release.
6. The buyer is obliged to notify us immediately of any attachment or other impairment of the reserved goods by third parties. If the buyer does not meet a payment deadline or violates other contractual agreements, we are entitled, in accordance with statutory provisions, to withdraw from the contract and/or demand the return of the reserved goods or the granting of indirect possession at the buyer’s expense; such a demand for return does not automatically constitute a withdrawal from the contract.

6. Warranty and Claims for Replacement

1. The buyer shall inspect the goods immediately upon receipt. Defects that are recognizable during proper inspection must be reported to us in writing without delay. Defects that are not recognizable during proper inspection must be reported to us in writing immediately after their discovery. If this is not done, the goods shall be deemed approved with regard to these defects. A notice shall be considered “without delay” if it is made within a maximum of two weeks after receipt of the goods or, in the case of defects not recognizable during proper initial inspection, after their discovery. The above provisions do not apply in the case of defects concealed fraudulently.
2. Our warranty covers the defect-free condition of the goods in accordance with the agreed quality.
3. If we have claims against our suppliers, we offer the buyer warranty by assignment of these claims. A claim by the buyer for reimbursement of costs incurred in enforcing claims against a supplier is excluded in any case if any cost-causing measures, in particular the initiation of legal proceedings, are not agreed with us in advance.
4. If the buyer wishes to assert his statutory warranty claims, no claim against the supplier shall be possible, or the supplier refuses to be liable to the buyer, our warranty shall initially be limited to subsequent performance, i.e. at our discretion replacement delivery or rectification. The defective goods or exchanged parts must be returned to us by the buyer in accordance with statutory provisions, and the buyer must give us the time and opportunity required for subsequent performance. If subsequent performance fails or we are unable to perform within a reasonable period set by the buyer, or if such setting of a period is unnecessary under statutory provisions, the buyer is entitled to withdraw from the contract (in the case of non-insignificant defects) or to reduce the purchase price.
5. Claims for damages in the event of defects shall be governed exclusively by the provisions set out in these terms and conditions.
6. Our warranty for defects is one year from delivery of the goods (= invoice date); this does not apply to fraudulently concealed defects, or if mandatory statutory provisions conflict with this warranty period.
7. Further claims for damages by the buyer, regardless of the legal grounds, are excluded except in the cases mentioned below. The above limitation of liability does not apply to injuries to life, body or health. For other damages, it does not apply insofar as the cause of the damage is intent or gross negligence, or insofar as the damage results from the breach of an essential contractual obligation, the fulfilment of which enables the proper execution of the contract in the first place and on which the contractual partner regularly relies. In this case, our liability shall be limited to the foreseeable, typically occurring damage. Furthermore, the limitation of liability does not apply if damage is caused by the lack of a quality that we have guaranteed, or if we have fraudulently concealed a defect. The exclusion of further liability for damages finally does not apply to claims of the buyer under the Product Liability Act.

7. Place of Performance, Jurisdiction, Applicable Law and Severability Clause

1. The place of performance for both contracting parties shall be, to the extent legally permissible, our registered office in Ottobrunn. The exclusive place of jurisdiction for all disputes arising directly or indirectly from a business relationship with the buyer – including in bills of exchange and cheque proceedings – shall be Ottobrunn/Munich District Court, if our contractual partner is a merchant, a legal entity under public law or a special fund under public law. However, we are also entitled to file a lawsuit at the buyer’s general place of jurisdiction.
2. German law shall apply exclusively to all legal relationships between us and the buyer, including deliveries abroad, unless mandatory statutory provisions oppose this. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. Should these provisions be partially invalid or incomplete, the validity of the remaining provisions shall not be affected. The invalid or incomplete provision shall be replaced by one that comes as close as possible, in a permissible manner, to what the parties economically intended.

8. No-Russia / Belarus Clause

8.1 The [Importer/Buyer] shall not, directly or indirectly, sell, export or re-export any goods supplied under or in connection with this Agreement to the Russian Federation and/or Belarus, or make them available for use in the Russian Federation and/or Belarus, which fall within the scope of Article 12g of Council Regulation (EU) No 833/2014.
8.2 The [Importer/Buyer] shall use its best efforts to ensure that the purpose of clause (8.1) is not undermined or circumvented by third parties further down the supply chain, including potential resellers.
8.3 The [Importer/Buyer] undertakes to establish and maintain an adequate monitoring and control mechanism to detect actions by third parties further down the supply chain, including potential resellers, that would frustrate the purpose of clause (8.1).
8.4 Any breach of clauses (8.1), (8.2) or (8.3) shall constitute a material breach of a central contractual obligation, and the [Exporter/Seller] shall be entitled to seek appropriate remedies, including but not limited to:
(i) termination of this Agreement or the business relationship.
8.5 The [Importer/Buyer] shall promptly inform the [Exporter/Seller] of any difficulties in implementing clauses (8.1), (8.2) or (8.3), including any relevant third-party activities that could jeopardize the purpose of clause (8.1). Upon simple request, the [Importer/Buyer] shall provide the [Exporter/Seller] with information regarding compliance with the obligations under clauses (8.1), (8.2) and (8.3) within two weeks.

 

As of January 2026, Tobias Jessberger (ass. iur)