1. General

These General Terms and Conditions apply exclusively to all business relationships, including future transactions. Other terms and conditions, in particular the buyer's purchasing conditions, are not binding on the supplier, even if the supplier does not expressly object to them.

Any verbal agreements deviating from these terms and conditions, regardless of their nature, are invalid. Protective devices are only included if expressly agreed upon.

2. Prices and Payments

Unless otherwise agreed, prices are quoted in € ex works, excluding packaging and insurance. Prices are subject to change without notice unless expressly confirmed as fixed prices and entitle the supplier to a reasonable surcharge if, after confirmation, wage or material price increases occur and the delivery period exceeds four months from the date of the contract.

Payments are to be made without any deductions free of charge to the supplier's payment office, as follows:

• For equipment, labor and spare parts, immediate net payment upon receipt of invoice

• For machine deliveries and equipment under EUR 50,000, payment is due 30 days net after the invoice date

• for machine deliveries and equipment > 50,000 EUR

          40% deposit immediately upon receipt of order confirmation

          40% net immediately upon notification of readiness for shipment.

          20% net immediately after the invoice date.

If these payment deadlines are exceeded, the supplier is entitled to charge interest at the prevailing bank lending rates at the time of non-compliance, without requiring specific proof. The right to claim further damages for delay remains reserved. Bills of exchange and checks are accepted only on account of payment. Any resulting expenses must be settled immediately, and at the latest within one week of notification to the account. The customer is not permitted to assert a right of retention and/or set-off, regardless of the reason, unless the counterclaim is undisputed or has been legally established.

In the event of late payment, the occurrence of payment difficulties, or the initiation of bankruptcy or composition proceedings, all claims of the supplier against the customer shall become immediately due and payable in full, without forfeiture of any discounts or other rebates granted.

3rd delivery

Stated delivery times are approximate only. The supplier is only obligated to perform once the customer has fulfilled their contractual obligations. In cases of force majeure, including material shortages at the supplier or its subcontractors, as well as operational disruptions of any kind, the supplier is released from the delivery obligation and entitled to withdraw from the contract in whole or in part.

If the supplier is in default, the buyer may withdraw from the contract after granting a reasonable grace period and issuing a warning of withdrawal. The buyer is not entitled to any further claims, in particular claims for damages.

If shipment is delayed at the buyer's request, the buyer will be charged for the resulting storage costs, starting from the month following notification of readiness for shipment. However, if the goods are stored at the supplier's premises, the charge will be at least 0.5% of the invoice amount for each commenced month. The supplier is also entitled, after a 14-day period set by the supplier, to dispose of the goods elsewhere and charge the buyer for any resulting costs.

4. Intellectual property rights

Illustrations, photographs, printed materials, etc., accompanying offers or deliveries, as well as information regarding dimensions, weights, performance, etc., are only approximate and do not constitute guaranteed characteristics. These documents provided to the customer remain the property of the supplier and may not be reproduced or made accessible to third parties in any form without the supplier's prior written consent. The supplier is not obligated to verify dimensions, weights, etc., provided by the customer.

5. Transfer of risk and acceptance

The risk passes to the buyer when the goods leave the supplier's factory, even if partial deliveries are made or the supplier has assumed other obligations, such as shipping costs or delivery and installation. At the buyer's request and expense, the supplier will insure the shipment against breakage, fire, and water damage. The transport insurance is provided by the supplier and invoiced at cost.

If shipment is delayed due to circumstances beyond the supplier's control, the risk passes to the buyer at the time the goods are ready for shipment.

Delivered items must be accepted by the customer, even if they have minor defects; partial deliveries are permitted.

6. Retention of title

Deliveries are subject to retention of title pursuant to § 455 of the German Civil Code (BGB) with the following extensions:

• The delivered item remains the property of the supplier until full payment of all claims against the customer arising from the business relationship, including future claims.
• The buyer's acquisition of ownership of the goods subject to retention of title pursuant to Section 950 of the German Civil Code (BGB) (through processing and/or transformation of the goods subject to retention of title into a new item) is excluded. Any processing and/or transformation by the buyer is carried out on behalf of the supplier, without creating any liabilities for the supplier. The processed and/or transformed item serves as security for the supplier up to the value of the goods subject to retention of title.

If the customer processes the goods with other items not belonging to the supplier, the supplier shall be entitled to co-ownership of the new item in proportion to the value of the goods subject to retention of title relative to the other processed items at the time of processing. The customer is obligated to inform the owners of the other items of the supplier's retention of title. Otherwise, the same provisions apply to the new item resulting from the processing as to the goods subject to retention of title within the meaning of these terms and conditions.

• The customer's claim arising from the resale of the goods subject to retention of title, whether unchanged, processed and/or transformed and regardless of the number of customers, is hereby assigned to the supplier in the amount of the invoice amounts corresponding to the delivered goods.
• The buyer is only entitled and authorized to resell, dispose of, and process the goods subject to retention of title on the condition that the resulting claim against the buyer pursuant to clause c is assigned to the supplier. The buyer is not entitled to dispose of the supplier's goods subject to retention of title in any other way. The buyer is obligated to immediately notify the supplier of any attachment or other impairment of the delivered goods and the supplier's rights by third parties.
• Despite the assignment, the customer remains authorized to collect the receivables alongside the supplier. The supplier will not collect the receivables as long as the customer duly fulfills its payment obligations. At the supplier's request at any time, the customer must disclose the debtors of the assigned receivables and notify the debtors of the assignment. This does not affect the supplier's right to notify the third-party debtors of the assignment.
• The retention of title remains in effect even if individual claims of the supplier are included in a current account, a balance is drawn and this balance is acknowledged.
• Upon full payment of all outstanding amounts, including costs and interest, ownership of the goods subject to retention of title and the assigned claims automatically transfer to the buyer. Any security, regardless of its nature, for claims arising from other legal grounds as well as from deliveries of goods and related claims, such as interest and costs, serves as security for all claims arising from deliveries of goods upon repayment of these claims. The supplier undertakes to release, at its discretion, the security to which it is entitled under the foregoing conditions to the extent that its value exceeds the secured claims by 25%.
• The customer undertakes not to agree to any prohibition of assignment with third-party purchasers of the delivered goods. The customer waives the right to raise the objection of an agreement prohibiting assignment between the customer and the third-party purchaser.

7. Liability

The supplier only provides a warranty for defects in its products that are demonstrably due to manufacturing and/or material defects. This is contingent upon strict adherence to the supplier's installation and operating instructions. The same applies in particular if the use of corrosion inhibitors and the softening of the feedwater prescribed by the supplier are omitted, as well as in cases of inadequate maintenance of the delivered equipment and/or its improper installation not attributable to the supplier's fault. Liability also does not extend to damage resulting from natural wear and tear, excessive use, or mechanical, chemical, electrochemical, electrical, or physical influences. Insofar as the material is sourced from the supplier, the supplier is only obligated to provide replacements to the extent that its claims for compensation are recognized by its own suppliers. If an accessory, which is specified in the order confirmation with its manufacturer and precise technical data, cannot be used due to unforeseen circumstances, the supplier reserves the right to replace it with a suitable replacement part of comparable quality and price at its own discretion.

If the buyer intends to assert claims against the supplier based on immediately apparent defects, they must notify the supplier within 14 days of receiving the goods. The warranty remains valid only for the original buyer. Cancellation of the contract due to late delivery is excluded without a reasonable grace period; price reduction and claims for damages of any kind are generally excluded. Within the 6-month warranty period, the buyer's claim for justified complaints is limited to replacement delivery ex works or repair at the supplier's discretion. Repair costs incurred by third parties are not covered by the supplier. Items sent to the supplier must be carriage paid; return shipments are freight collect. Transport damage must be reported within 24 hours of receipt. The warranty provisions listed in this paragraph apply only if items sent for repair to the supplier are in the supplier's original packaging.

8. Jurisdiction and applicable law

For all present and future claims asserted through summary proceedings, the exclusive place of jurisdiction is the supplier's registered office. The same place of jurisdiction applies if the buyer has no general place of jurisdiction within Germany, moves their domicile or habitual residence outside of Germany after conclusion of the contract, or if their domicile or habitual residence is unknown at the time the action is brought. This also applies to actions relating to checks and bills of exchange. The buyer's rights under the contract are not transferable. The invalidity of individual contractual provisions does not affect the validity of the remaining provisions. The legal relations between the contracting parties are governed exclusively by German.