1. SCOPE OF APPLICATION
   These conditions generally apply to all business transactions between us and our customers, including future transactions, even if not explicitly agreed upon. The terms and conditions of our suppliers and customers are binding on us only if we have expressly agreed to them in writing.
   
   
2. OFFERS All
   our offers are non-binding. The content and scope of the purchase contract are determined by our written order confirmation. Our order confirmation is considered accepted if not contradicted within 7 days. Deviations from the offer in execution are reserved as long as they appear reasonable.
   
   
3. PRICES
   All prices are non-binding and, unless otherwise agreed in writing, apply ex-factory or from the respective storage location, exclusive of packaging. Even if free delivery is agreed upon, the recipient must bear additional costs if they request a different shipping method than contractually specified.
   
   
4. DELIVERY TIMES Specified delivery dates are non-binding. We reserve the right to deviate in quantity by plus/minus 10% for order-related manufacturing, as long as this is passed on to us by our producers/suppliers. Force majeure affecting us or our suppliers entitles us to a reasonable extension of delivery periods or, at our option, to a complete or partial withdrawal from the contract. Claims for damages due to delay or non-fulfillment are excluded.
   
   
5. PARTIAL DELIVERIES We are entitled to make partial deliveries.
   
   
6. TRANSPORT COSTS
   A) All deliveries are at the expense and risk of the recipient. The risk passes to the purchaser upon delivery of the goods to the carrier, regardless of who bears the shipping costs.
   B) If delivery, including packaging, is agreed upon, it is always one-way packaging, with exceptions for Euro pallets that must be exchanged or returned. If exchange or return is not possible, we are entitled to charge the invoice recipient €9.50 per Euro pallet.
   C) All costs associated with delivery abroad or customs duties will be advanced by us if necessary and charged to the purchaser.
   
   
7. WARRANTY
   A) The purchaser's claims for defects require that they have duly fulfilled their obligation to inspect and notify us according to § 377 HGB.
   B) If a defect exists in the purchased item, the purchaser is entitled to demand either rectification of the defect or a new delivery, including costs to/from the place of performance of the contract. If subsequent performance fails, the purchaser may demand withdrawal or reduction.
   C) We are liable for claims for damages only under statutory conditions if the damages are based on intent or gross negligence by us, our representatives, or agents.
   D) Obvious defects must be reported in writing within 10 days of receipt of the goods. The limitation period for defect claims is 12 months, starting from the transfer of risk.
   E) In the case of improper installation, incorrect handling, or modification of the delivered parts, all claims for warranty and damages expire.
   F) In any case, liability for damages is limited to the foreseeable, typically occurring damage.
   G) Unless otherwise stated above, liability is excluded.
   
   
8. CONTRACTUAL DAMAGES Claims for damages due to fault in the conclusion of the contract are excluded.
   
   
9. PRODUCT LIABILITY Product liability can only be asserted against our suppliers.
   
   
10. PAYMENT TERMS
    A) Payments are due immediately upon receipt of the invoice without deduction unless otherwise agreed.
    B) After the due date, we are entitled to charge default interest of 8% per annum above the base rate, as well as reminder fees.
    C) If the purchaser ceases payments or if insolvency proceedings are requested or if due checks or bills of exchange are not honored, the total claim of the supplier becomes immediately due.
    
    
11. RESERVATION OF TITLE
    The seller retains ownership of the goods until all claims of the seller against the buyer from the business relationship, including future claims from simultaneously or later concluded contracts, are settled. The buyer is only entitled to resell the reserved goods in the ordinary course of business if they already assign all claims arising from the resale against buyers or third parties to the seller. If reserved goods are sold unprocessed or after processing or combining with items that are solely owned by the buyer, the buyer assigns the claims arising from the resale in full to the seller. If reserved goods are sold by the buyer – after processing/combining – together with goods not owned by the seller, the buyer assigns the claims arising from the resale to the seller in the amount of the value of the reserved goods, with all ancillary rights and precedence over the remainder. The seller accepts the assignment. The buyer is also authorized to collect these claims after assignment. The seller's right to collect the claims themselves remains unaffected; however, the seller agrees not to collect the claims as long as the buyer duly fulfills their payment and other obligations. The seller may demand that the buyer disclose the assigned claims and their debtors, provide all necessary information for collection, hand over the relevant documents, and inform the debtors of the assignment. Any processing or alteration of the reserved goods is done by the buyer for the seller without creating obligations for the latter. Upon processing, combining, mixing, or blending of the reserved goods with other goods not owned by the seller, the seller obtains co-ownership of the new item in proportion to the value of the reserved goods to the other processed goods at the time of processing, combining, mixing, or blending. If the buyer acquires sole ownership of the new item, the contracting parties agree that the buyer grants the seller co-ownership of the new item in proportion to the value of the processed, combined, mixed, or blended reserved goods and stores it free of charge for the seller. If the value of existing securities exceeds the claims to be secured by more than 20%, the seller is obliged to release the excess upon the buyer's request.
    
    
12. ASSIGNMENT OFFER
    We are entitled to assign claims arising from our business relationships.
    
    
13. APPLICABLE LAW
    The contractual relationship is exclusively governed by German law, particularly the Civil Code and the Commercial Code.
    
    
14. OE MANUFACTURER NUMBER
    The original spare part numbers mentioned in our catalogs, price lists, and invoices are for comparison purposes only and must not appear in invoices and delivery notes to third parties.
    
    
15. RIGHT OF RETENTION
    The buyer's right of retention, unless based on the same contractual relationship, as well as offsetting with disputed or not legally established claims, is excluded.
    
    
16. JURISDICTION
    The place of jurisdiction for all claims/disputes arising from the business relationship is Lübeck.
    
    
17. DATA PROTECTION
    According to the Federal Data Protection Act, we point out that we have stored our customers' data and that this data is also processed.
    
    

(AGB Version 07/2012)