General Terms and Conditions of Sale and Delivery of Schützinger GmbH

§ 1 Scope of Application

1. These Terms and Conditions of Sale and Delivery apply to all business transactions between Schützinger and the buyer, even if they are not specifically mentioned in subsequent contracts. They apply mutatis mutandis to work and services. In the case of work, acceptance replaces delivery of the goods; in the case of services, the performance of the service replaces delivery of the goods.

2. Any terms and conditions of the buyer that conflict with, are in addition to, or deviate from these Terms and Conditions of Sale and Delivery shall not form part of the contract unless Schützinger has expressly agreed to their validity in writing. These Terms and Conditions of Sale and Deliveryshall apply even if Schützinger carries out a delivery to the buyer without reservation, while being aware of the buyer’s conflicting or deviating terms and conditions.

3. Any additional or deviating agreements regarding these Terms and Conditions of Sale and Delivery that are made between Schützinger and the buyer for the performance of a contract must be set forth in writing in the contract. This also applies to any waiver of this written form requirement.

4. Any rights to which Schützinger is entitled under statutory provisions beyond these Terms and Conditions of Sale and Delivery remain unaffected.

§ 2 Conclusion of the Contract and Contract Amendments

1. Offers are subject to change and are non-binding.

2. Illustrations, drawings, specifications regarding weight, dimensions, color, and performance, as well as other descriptions of the goods, are only approximate unless they are expressly designated as binding. They do not constitute an agreement or a guarantee of a corresponding quality of the goods.

3. Schützinger reserves all ownership and copyright rights to all offer documents. Such documents may not be made available to third parties.

4. An order becomes binding only after it has been confirmed by Schützinger in a written order confirmation, unless the order can be shipped immediately from stock. An order confirmation generated by automated systems that lacks a signature and the name of the person issuing it shall be deemed to have been provided in writing. Schützinger’s failure to respond to offers, orders, requests, or other statements from the buyer shall not be deemed consent. If the order confirmation contains obvious errors, typographical errors, or calculation errors, it shall not be binding on Schützinger.

§ 3 Scope of Delivery

1. The scope of delivery shall be determined by Schützinger’s written order confirmation. Changes to the scope of delivery require Schützinger’s written confirmation to be effective. Schützinger reserves the right to make changes to the goods, provided such changes are not significant and are reasonable for the buyer.

2. Schützinger reserves the right to deliver quantities that are up to 10% more or less than the specified delivery volume. In the event of a short delivery, a refund will be issued.

3. Partial deliveries are permitted.

4. Schützinger reserves the right to make delivery of the goods contingent upon payment of the purchase price if facts come to light that suggest the buyer is insolvent, in particular if the buyer suspends payments or if insolvency proceedings are filed against the buyer’s assets. For first-time orders, Schützinger reserves the right to deliver the goods only against prepayment or cash on delivery.

§ 4 Delivery Time

1. Agreements regarding delivery periods and dates must be made in writing. Delivery periods and dates are nonbinding unless they are expressly designated as binding.

2. The delivery period begins when Schützinger sends the order confirmation, but not before the buyer has provided all required documents, permits, and approvals, clarified all issues, and Schützinger has received an agreed-upon down payment. Compliance with the delivery period is contingent upon the timely and proper fulfillment of the buyer’s other obligations.

3. The delivery deadline is met if the goods have left the factory by the time it expires or if Schützinger has notified the customer that the goods are ready for shipment. Delivery is subject to timely and proper delivery to Schützinger by its suppliers.

4. In the event of a delay in delivery, the buyer is entitled to withdraw from the contract if a reasonable notice threatening to reject the delivery—which the buyer sent to Schützinger after the delay in delivery occurred—expires without result.
   

5. If Schützinger has entered into a framework agreement with the buyer regarding future deliveries with fixed delivery dates and the buyer fails to call off the goods in a timely manner, Schützinger is entitled, after a reasonable grace period has expired without result, to deliver the goods and invoice the buyer, to withdraw from the contract, or, if the buyer has acted negligently, to claim damages in lieu of performance.
   

§ 5 Transfer of Risk

1. Risk passes to the buyer as soon as the goods are handed over to the carrier or have left Schützinger’s warehouse for shipment. This applies even if partial deliveries are made or if Schützinger has assumed additional obligations, such as transportation costs. At the buyer’s request and at the buyer’s expense, Schützinger will insure the goods against risks specified by the buyer through a transportation insurance policy.
   

2. If the buyer is in default of acceptance or fails to fulfill other obligations to cooperate, Schützinger may demand compensation for the resulting damages, including any additional expenses. The risk of accidental loss or accidental deterioration of the goods passes to the buyer at the time the buyer is in default of acceptance. Schützinger is entitled, after the fruitless expiration of a reasonable period, to dispose of the goods otherwise and to deliver them to the buyer within a reasonable period.
   

3. The buyer must accept the delivered goods, even if they have minor defects, without prejudice to the buyer’s claims for defects.
   

§ 6 Prices and Payment

1. Prices are “ex works,” excluding packaging. Packaging will be billed separately and will not be accepted for return. The statutory sales tax is not included in the price and will be shown separately on the invoice at the statutory rate in effect on the date the invoice is issued.
   

2. For orders with a net order value of less than 75.00 euros for domestic delivery and less than 200.00 euros for international delivery, a processing fee of 75.00 euros per order will be charged.
   

3. Orders for which fixed prices have not been expressly agreed upon will be billed at Schützinger’s list prices in effect on the date of delivery. The inclusion of the list price in effect on the date of the order in an order form or order confirmation does not constitute an agreement on a fixed price. If production-related price increases occur by the date of delivery—in particular due to increased raw material prices—Schützinger is entitled to adjust the price accordingly, regardless of the offer or order confirmation.
   

4. The purchase price is due 14 days after the invoice date, without any deductions. For deliveries to buyers based abroad, the purchase price is due immediately, without any deductions. The date of payment is the date on which Schützinger has access to the delivery price. Sales and technical staff are not authorized to collect cash payments. In the event of late payment, the buyer must pay late payment interest at a rate of 8 percentage points above the applicable base interest rate per annum. The right to claim further damages is not excluded.
   

5. Schützinger is entitled to apply payments made by the buyer first toward the buyer’s oldest debt. If costs and interest have already accrued, Schützinger is entitled to apply the payment first toward the costs, then toward the interest, and finally toward the principal amount.
   

6. The buyer’s counterclaims entitle him to setoff only if they have been legally established or are undisputed. The buyer may assert a right of retention only if his counterclaim is based on the same contractual relationship.
   

§ 7 Claims for Defects and Liability

1. The buyer’s rights regarding defects are contingent upon the buyer inspecting the delivered goods upon receipt and notifying Schützinger of any defects in writing immediately, no later than two weeks after receipt of the goods. Hidden defects must be reported to Schützinger in writing immediately upon their discovery. The buyer must describe the defects in writing when notifying Schützinger.
   

2. The buyer is obligated to send the goods to Schützinger at his own expense for inspection of alleged defects.
   

3. In the event of defects in the goods, Schützinger is entitled, at its discretion, to remedy the defect or to deliver goods free of defects. If the defect is remedied, Schützinger is obligated to bear all expenses necessary for the purpose of remedying the defect, in particular transportation, travel, labor, and material costs, provided that these costs are not increased by the fact that the goods were moved to a location other than the delivery address. Personnel and material costs claimed by the buyer in this context shall be billed at cost.
   

4. If Schützinger is unwilling or unable to provide subsequent performance, the buyer may, at its discretion, rescind the contract or reduce the purchase price. The same applies if subsequent performance fails, is unreasonable for the buyer, or is delayed beyond a reasonable period for reasons for which Schützinger is responsible.
   

5. The buyer’s right of rescission is excluded if the buyer is unable to return the goods received, provided that this inability is not due to the fact that return is impossible given the nature of the goods received, is attributable to Schützinger, or the defect became apparent only during the processing or alteration of the goods. The right of rescission is further excluded if Schützinger is not responsible for the defect, is required to provide compensation in lieu of restitution, and has delivered custom-made products.
   

6. No claims for defects shall arise from defects resulting from normal wear and tear, improper handling, or improperly performed modifications or repairs to the goods by the buyer or third parties. The same applies to defects attributable to the buyer or attributable to a cause other than the original defect.
   

7. The buyer’s claims for reimbursement of expenses in lieu of damages in lieu of performance are excluded, unless a reasonable third party would have made such claims as well.
   

8. Schützinger bears unlimited liability for damages resulting from a breach of warranty or from injury to life, body, or health. The same applies to willful misconduct and gross negligence. Schützinger is liable for slight negligence only to the extent that material obligations arising from the nature of the contract and of particular importance for achieving the purpose of the contract have been breached. In the event of a breach of such obligations, default, or impossibility of performance, Schützinger’s liability is limited to damages that are typically to be expected under this contract. Mandatory statutory liability for product defects remains unaffected.
   

9. The statute of limitations for the buyer’s claims for defects is one year, provided that the defective goods were not used in accordance with their customary purpose in a structure and did not cause the structure’s defectiveness. It also applies to claims arising from tort based on a defect in the goods. The statute of limitations begins upon delivery of the goods. Schützinger’s unlimited liability for damages resulting from a breach of warranty or from injury to life, limb, or health, for willful misconduct and gross negligence, and for product defects remains unaffected. A statement by Schützinger regarding a claim for defects asserted by the buyer shall not be construed as an entry into negotiations regarding the claim or the circumstances giving rise to the claim, provided that Schützinger rejects the claim for defects in its entirety.
   

10. When goods are returned as a gesture of goodwill, Schützinger issues credit memos. Schützinger is entitled to deduct restocking fees from each credit memo in the amount of 15% of the net order value, with a minimum of 50.00 euros.
    

§ 8 Retention of Title

1. The delivered goods remain the property of Schützinger until full payment has been made of all claims that Schützinger is entitled to against the buyer arising from the business relationship. The buyer is obligated to treat the goods subject to retention of title with due care for the duration of the retention of title. In particular, the buyer is obligated to insure the goods at its own expense against fire, water damage, and theft at replacement value. The buyer hereby assigns to Schützinger all claims for compensation arising from this insurance. Schützinger hereby accepts the assignment. If such an assignment is not permissible, the buyer hereby irrevocably instructs his insurer to make any payments only to Schützinger. Further claims by Schützinger remain unaffected. Upon request, the buyer must provide Schützinger with proof that the insurance has been taken out.
   

2. The buyer may sell the goods subject to retention of title only in the ordinary course of business. The buyer is not authorized to pledge the goods subject to retention of title, to assign them as security, or to take any other actions that would jeopardize Schützinger’s ownership. In the event of seizures or other interventions by third parties, the buyer must immediately notify Schützinger in writing, provide all necessary information, inform the third party of Schützinger’s ownership rights, and cooperate with Schützinger’s measures to protect the goods subject to retention of title.
   

3. The buyer hereby assigns to Schützinger all claims arising from the resale of the goods, together with all ancillary rights, regardless of whether the goods subject to retention of title are resold as is or after processing. Schützinger hereby accepts this assignment. If the assignment is not permissible, the buyer hereby irrevocably instructs the third-party debtor to make any payments only to Schützinger. The buyer is revocably authorized to collect the claims assigned to Schützinger in its own name on a fiduciary basis for Schützinger. The amounts collected must be remitted to Schützinger immediately. Schützinger may revoke the buyer’s authorization to collect the receivables as well as the buyer’s right to resell the goods if the buyer fails to properly fulfill its payment obligations to Schützinger, defaults on payment, suspends payments, or if a petition is filed to open insolvency proceedings against the buyer’s assets.
   

4. In the event of a delay in payment by the buyer, Schützinger is entitled, without prejudice to its other rights, to withdraw from the contract without first setting a deadline. The buyer must immediately grant Schützinger or its agents access to the goods subject to retention of title and surrender them. Upon appropriate and timely notice, Schützinger may use the goods subject to retention of title for other purposes to satisfy its due and payable claims against the buyer.
   

5. Any processing or transformation of the goods subject to retention of title by the buyer is always carried out on behalf of Schützinger. The buyer’s right of title to the goods subject to retention of title continues to apply to the processed or transformed item. If the goods are processed, combined, or mixed with other items not belonging to Schützinger, Schützinger acquires co-ownership of the new item in proportion to the value of the delivered goods relative to the other processed items at the time of processing. The buyer shall hold the new items in safekeeping for Schützinger. In all other respects, the same provisions apply to the item created through processing or transformation as to the goods subject to retention of title.
   

6. At the buyer’s request, Schützinger is obligated to release the security to which it is entitled to the extent that the realizable value of the security, taking into account standard banking valuation discounts, exceeds Schützinger’s claims arising from the business relationship with the buyer by more than 20 percentage points. The valuation shall be based on the invoice value of the goods subject to retention of title and on the face value of receivables.
   

7. In the case of deliveries of goods to other jurisdictions in which the retention-of-title provision set forth in paragraphs 1 through 6 of this provision does not have the same security effect as in the Federal Republic of Germany, the buyer hereby grants Schützinger a corresponding security interest. If further declarations or actions are required for this purpose, the buyer shall make such declarations and take such actions. The buyer shall cooperate in all measures necessary and conducive to the validity and enforceability of such security interests.
   

§ 9 Product Liability

1. The buyer shall not alter the goods in any way that affects safety; in particular, the buyer shall not alter or remove any existing warnings regarding the dangers of improper use of the goods covered by this contract. In the event of a breach of this obligation, the buyer shall indemnify Schützinger against third-party product liability claims in their internal relationship, to the extent that the buyer is responsible for the defect giving rise to the liability.
   

2. If Schützinger is required to issue a product recall or warning due to a product defect, the buyer shall assist Schützinger and take all reasonable measures directed by Schützinger. The buyer is obligated to bear the costs of the product recall or warning to the extent that the buyer is liable for the product defect and the resulting damage in accordance with the principles of product liability law. Any further claims by Schützinger remain unaffected.
   

3. The buyer shall immediately notify Schützinger of any risks associated with the use of the goods covered by this contract that come to its attention, as well as of any potential product defects.
   

§ 10 Force Majeure

1. If Schützinger is prevented from fulfilling its contractual obligations—in particular, the delivery of the goods—due to force majeure, Schützinger shall be released from its obligation to perform for the duration of the impediment and a reasonable restart period, without being liable to the buyer for damages. The same applies if the fulfillment of Schützinger’s obligations is unreasonably impeded or temporarily rendered impossible by unforeseeable circumstances for which Schützinger is not responsible, in particular labor disputes, governmental measures, energy shortages, delivery impediments on the part of a supplier, or significant operational disruptions.
   

2. Schützinger is entitled to withdraw from the contract if such an impediment lasts for more than four months and Schützinger no longer has any interest in fulfilling the contract as a result of the impediment. At the buyer’s request, Schützinger will declare, after the expiration of the period, whether it will exercise its right of withdrawal or deliver the goods within a reasonable period of time.
   

§ 11 Confidentiality

The contracting parties agree to keep confidential, for an indefinite period, all information made available to each other that is designated as confidential or that, under other circumstances, is recognizable as a trade or business secret, and to neither record, disclose, nor exploit such information. The contracting parties shall ensure, through appropriate contractual agreements with their employees and agents, that the latter also refrain indefinitely from any independent use, disclosure, or unauthorized recording of such trade and business secrets.

§ 12 Final Provisions

1. The buyer may not transfer its rights and obligations to third parties without Schützinger's written consent.
   

2. The legal relationship between the buyer and Schützinger shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
   

3. The exclusive venue for all disputes arising from the business relationship between Schützinger and the buyer is Schützinger's place of business.
   

4. Schützinger is also entitled to file a lawsuit at the buyer's place of business or at any other permissible venue.
   

5. The place of performance for all obligations of the buyer and Schützinger is Schützinger's registered office.
   

6. If any provision of this contract is or becomes invalid or unenforceable, in whole or in part, or if there is a gap in the contract, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a valid or enforceable provision that most closely approximates the purpose of the invalid or unenforceable provision shall be deemed to have been agreed upon. In the event of a gap, a provision shall be deemed to have been agreed upon that corresponds to what would have been agreed upon in accordance with the purpose of this contract, provided that the contracting parties had considered the matter from the outset.