AGB

I.General

1.)The following general terms and conditions apply exclusively to businesses. The seller does not recognize any terms and conditions of the buyer that conflict with or deviate from the seller's terms and conditions unless the seller has expressly agreed to their validity in writing.

2.)The seller's terms and conditions shall apply even if he provides the contractual services in the knowledge of the buyer's terms and conditions that conflict with or deviate from his own.

3.)The seller's general terms and conditions shall also apply to all future orders, even if the conditions are not expressly made part of the contractual relationship in individual cases.

4.)The documents accompanying the offer, such as illustrations, drawings and weight specifications, are only approximate unless they are expressly designated as binding.

Furthermore, we would like to point out that the raw materials we use may also be natural products, over whose composition we have no influence.

5.) All agreements, in particular ancillary agreements and subsequent deviations, require the Seller's written confirmation in each individual case to be valid. This applies in particular to verbal agreements, agreements made by telephone, and agreements with representatives of the Seller. The Seller is only obligated by telephone orders if they have confirmed them in writing.

II. Offer, acceptance, delivery and acceptance

1.) Acceptance of all orders is subject to availability. The Seller's offer is subject to change until receipt of the order confirmation. Obvious errors, typos, or calculation errors in the Seller's offers or order confirmations, other documents, drawings, and plans shall not constitute a valid offer and shall not constitute a valid contract.

2.)We reserve the right to make changes to the subject matter of the service, provided that these deviations are due to the nature of the materials used and are reasonable for the buyer or customary in the trade.

3.) For contracts that require a longer processing period or for call-off orders (call orders), the call-off order, dates, and corresponding specifications must be notified to the Seller in writing in a timely manner. Failure to do so will result in the Seller's right to prior sale. If the Buyer fails to meet the specified delivery dates, the Seller is entitled to charge damages.

4.) For custom-made products, the ordered quantities are binding for the buyer and must be accepted in any case. There is no entitlement to additional production of smaller excess quantities.

5.) The performance period begins only after receipt of all information necessary for the execution of the service. The same applies if cooperation from the buyer is required. The performance period is met on the date the delivery is dispatched by the seller.

6.) The performance period shall be extended in the event of unforeseen obstacles beyond the Seller's control, e.g., operational disruptions or delays in the delivery of essential materials, provided that such obstacles demonstrably have a significant impact on the delivery of the service and are not the Seller's responsibility. This also applies if the circumstances occur for subcontractors. The performance period shall be extended in accordance with the duration of such measures and obstacles. The Seller is not responsible for the aforementioned circumstances even if they arise during an existing delay.

7.)Partial performance is permissible within the performance periods specified by the seller, provided that this does not result in disadvantages for use.

8.)If the seller does not perform the due service or does not perform it as agreed, the buyer can only claim damages instead of performance if he has previously set the seller a grace period of at least four weeks in writing for performance or subsequent fulfillment, together with the warning that he will make covering purchases at the seller's expense after the expiry of the grace period.

III. Place of performance and shipping

1.) Unless expressly agreed otherwise, the goods shall be dispatched free loading ex works.

2.) Shipping is always at the buyer's risk, even in the case of return transport and even if carriage paid or freight-free delivery has been agreed. The order to a transport company or freight forwarder is placed in the name and at the expense of the customer. The seller is liable for the fault of its own transport personnel only if it or its vicarious agents are guilty of intent or gross negligence. In the absence of special agreements, the seller is free to choose the shipping method. The weight determined by the seller upon dispatch of the goods shall be decisive for the calculation. The seller is entitled to make partial deliveries.

3.) No guarantee is given for compliance with delivery deadlines requested by the Buyer or specified by the Seller. Promised delivery times are to be considered approximate and always remain non-binding.

4.) In the event of withdrawal from the contract, the seller is obligated to repay the payment received. Interest is excluded. Further claims, in particular commission claims, cannot be asserted.

5.)If a down payment has been agreed, the delivery period begins only upon receipt of the down payment. The seller is not obligated to make further deliveries until all outstanding invoices have been paid.

6.) In the event of a significant deterioration in the Buyer's financial situation or imminent insolvency, the Seller is entitled to only make deliveries against advance payment or to demand the provision of suitable security. If this security is not provided within a reasonable period of time, the Seller is entitled to withdraw from the contract after the expiration of this period, without the Buyer being able to derive any rights from this. At the same time, the Seller may demand compensation for non-performance.

IV. Prices and additional costs

Prices are net prices. VAT will be invoiced separately at the legally prescribed rate. For deliveries made more than six months after the conclusion of the contract, the seller reserves the right to increase prices by any wage and/or material cost increases that have occurred in the meantime. The seller will provide evidence of these cost increases to the buyer upon request. The buyer is only entitled to withdraw from the contract if the price increases significantly exceed the increase in the general cost of living between the order and delivery. Unless otherwise agreed, all prices are ex works, freight forwarding.

V. Warranty for defects, liability

1.)The buyer is obligated to inspect the delivered goods for defects immediately upon receipt. Any defects discovered must be reported to the seller in writing and in as much detail as possible, no later than the fifth day after receipt of the goods. If the buyer fails to inspect the goods or does not notify the seller of any defects within the aforementioned period, the seller shall be exempt from all liability.

2.) Weight loss during transport due to the drying out of the goods does not constitute a warranty claim. A complaint about the delivered goods does not entitle the customer to refuse acceptance of subsequent deliveries that have already been dispatched. Rather, these must be accepted and unloaded without prejudice to any subsequent arrangements.

3.) In the case of justified complaints about defects, the seller is entitled, at its discretion, to remedy the defect or to provide a free replacement (subsequent performance). The costs of subsequent performance incurred by transporting the purchased item to a location other than the place of performance shall be borne by the buyer. Subsequent performance will only be carried out if the buyer has previously paid the purchase price less a retention for the defect. The retention may not exceed three times the cost of remedying the defect.

4.) If the seller cannot remedy a defect subject to its warranty obligation, if subsequent performance has failed, or if further attempts at subsequent performance are unreasonable for the buyer, the buyer may withdraw from the contract or demand a reduction in price instead of subsequent performance. The subsequent performance shall not be deemed to have failed after the second attempt.

5.)The right of the buyer to demand, in addition to subsequent performance, reduction or withdrawal, compensation (instead of or in addition to performance) or reimbursement of wasted expenditure in the event of a defect remains unaffected by the above provisions.

6.)The seller is liable for any culpable injury to life, body or health.

7.) Otherwise, the seller's liability is unlimited only for gross negligence and willful intent. He is only liable for slight negligence if an obligation is breached whose compliance is of particular importance for achieving the purpose of the contract (cardinal obligation). In the event of a breach of a cardinal obligation, liability is limited to such damages whose occurrence must typically be expected within the scope of the contract conclusion and, in any case, to the amount of the transfer fee/purchase price agreed between the parties.

8.)The customer's claim for compensation for delay damages is limited to 10% of the agreed purchase price in the event of slight negligence on the part of the seller.

VI. Payment conditions

1.)The place of performance for payments is Koblenz.

2.) The purchase price plus statutory VAT and any applicable fees for additional services are due within 30 days of the invoice date. If the invoice amount is received within 8 days of the invoice date, the seller grants a 2% discount. The discount is not applicable if additional outstanding invoices are more than 30 days old.

3.) In the event of non-compliance with the payment terms, the seller is released from all delivery obligations. Furthermore, the seller reserves the right to charge default interest at the statutory rate or to continue to charge the seller for any credit interest incurred.

4.)Invoice settlement by check is made on account of payment and requires the consent of the seller.

5.)Invoices from the seller are deemed to be accepted unless they are objected to in writing within 30 days of the invoice date.

6.) If the seller is entitled to claim damages for non-performance, such damages shall amount to 20% of the purchase price including ancillary costs, subject to any higher damages proven by the seller. The buyer is entitled to prove to the seller that the seller has incurred no or lower damages due to non-performance.

7.) The buyer is only entitled to offsetting rights if his counterclaims have been legally established, are undisputed, or have been acknowledged by the seller. The same applies to the buyer's rights of retention.

8.)If a defect in the purchased item exists before the buyer's warranty claims have expired, the buyer shall not be entitled to refuse payment of the entire purchase price due to the defect.

9.)The assignment of claims to which the buyer is entitled from the business relationship with the seller is excluded.

VII. Retention of title

1.) Ownership of the delivered goods remains with the seller until all claims arising from the business relationship or other legal basis between the seller and the buyer have been fully settled. This also applies if the goods are stored on third-party property. If the seller is liable for a bill of exchange in connection with the payment of the purchase price by the buyer, the retention of title shall not expire until the bill of exchange has been redeemed by the buyer as the drawee.

2.) Upon each subsequent sale of the Seller's goods, the Seller shall expressly retain title to the Seller until the Purchaser's claims against the Purchaser have been satisfied. In addition, the Purchaser hereby assigns to the Seller its payment claim against the Purchaser, up to the amount of the Seller's claims against the Purchaser. Upon request, the Purchaser is obligated to notify its debtors of the assignment and to provide the Seller with the information and documents necessary to assert its rights against its debtors.

3.) Despite the assignment of the claims to the Seller, the Buyer is authorized to collect these claims for the Seller as long as the Seller fulfills its payment obligations, including those to third parties. However, the Seller is entitled to revoke this authorization at any time, to notify the third party of the assignment, and to collect the claim itself.

4.) If the Seller's goods are mixed or incorporated into a property or building, the Buyer hereby assigns to the Seller his claim for payment against the owner of the property or building, in this case up to the amount of the material of the Seller's installed goods. The Buyer and any subsequent purchaser must expressly impose the obligations arising from this paragraph on their subsequent purchaser.

5.)If, after conclusion of the contract, the Seller becomes aware of circumstances which impair the Buyer's creditworthiness, the Seller shall be entitled without further notice to demand immediate cash payment or, as security, the return of the delivered goods.

6.) The assertion of retention of title and the seizure of the delivered goods by the seller shall not be considered a withdrawal from the contract unless the provisions of the Consumer Credit Act apply or this is expressly declared in writing by the seller. In the event of breach of contract by the buyer, the seller is entitled to demand the assignment of the customer's claims for restitution against third parties.

7.)The Seller undertakes to release the securities to which he is entitled at the Buyer's request to the extent that the value of these securities exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.

8.)The buyer is obliged to keep the goods insured until full payment has been made and to provide proof of this to the seller upon request.

VIII. Place of performance and jurisdiction

1.)The place of performance for all services is Ransbach-Baumbach. Koblenz is agreed as the place of jurisdiction for any disputes arising from this contract.

2.) German law shall apply exclusively, excluding the laws governing the international sale of movable goods, even if the buyer has its registered office abroad.

IX. Miscellaneous

1.) Transfers of the Buyer’s rights and obligations arising from the contract concluded with the Seller require the Seller’s written consent to be effective.

2.) Should any provision of the above terms and conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. In this case, the parties undertake to enter into a valid agreement that most closely approximates the purpose of the invalid provision.