Terms and Conditions

General Terms and Conditions
SI Production GmbH
Nordstr. 27, 33181 Bad Wünnenberg, Germany

IMPORTANT NOTICE
This English version of the General Purchasing Terms and Conditions and General Terms and Conditions of Sale of SI Production GmbH is provided exclusively for convenience and information purposes.
In the event of any discrepancy, inconsistency, ambiguity, interpretation issue, or conflict between the English version and the German version, the German version shall prevail and be legally binding to the fullest extent permitted by applicable law.
The contractual relationship between the parties shall be governed exclusively by the laws of the Federal Republic of Germany as stipulated in these Terms and Conditions. Legal references to German statutory provisions, including but not limited to the German Civil Code (BGB), the German Commercial Code (HGB), the German Product Liability Act and German insolvency regulations, shall be interpreted exclusively under German law.
This translation has been prepared to facilitate understanding for international business partners and does not constitute an independent legal version of the Terms and Conditions.

General Purchasing Terms and Conditions
of SI Production GmbH, Nordstr. 27, 33181 Bad Wünnenberg, Germany

Section 1 – General Provisions, Scope of Application

1. These General Purchasing Terms and Conditions (“GPTC”) shall apply to all business relationships with our business partners and suppliers, hereinafter referred to as the “Seller”. These GPTC shall apply only if the Seller 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.

2. These GPTC shall apply in particular to contracts for the sale and/or delivery of movable goods, hereinafter also referred to as “Goods”, irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers. In their respective version, these GPTC shall also apply as a framework agreement to future contracts for the sale and/or delivery of movable goods with the same Seller, without us having to refer to them again in each individual case.

3. These GPTC shall apply exclusively. Terms and conditions of the Seller shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in all cases, including where we accept the Seller’s deliveries without reservation despite being aware of the Seller’s general terms and conditions.

4. Individual agreements made with the Seller in a specific case shall in all cases take precedence over these General Terms and Conditions. The content of such Agreements shall be governed by a written contract or our written confirmation.

5. Legally relevant declarations and notices to be made to us by the Seller after conclusion of the contract, such as setting of deadlines, reminders, or declarations of withdrawal, must be made in writing in order to be effective.

6. For international deliveries, the Incoterms 2020 version shall apply.

Section 2 – Conclusion of Contract

1. Our purchase order shall become binding no earlier than upon written issuance or confirmation. The Seller shall notify us of any obvious errors, such as clerical or calculation errors, and any incompleteness of the purchase order, including the order documents, prior to acceptance for the purpose of correction or completion.

2. The Seller is required to confirm our purchase order in writing within a period of one week or to execute it unconditionally, in particular by dispatching the Goods. Late acceptance shall be deemed a new offer and shall require acceptance by us.

Section 3 – Delivery Time and Delay in Delivery

1. The delivery time stated in our purchase order shall be binding. If the delivery time is not stated in the purchase order and has not otherwise been agreed, the delivery period shall be two weeks from conclusion of the contract. The Seller shall notify us immediately in writing if it is likely to be unable to meet agreed delivery times for any reason whatsoever.

2. If the Seller does not perform, does not perform within the agreed delivery period, or is in default, our rights, in particular our rights to withdraw from the contract and to claim damages, shall be governed by the statutory provisions. The provisions of paragraph 3 shall remain unaffected.

3. If the Seller is in default, we may, in addition to any further statutory claims, demand liquidated compensation for our damage caused by delay in the amount of 1% of the net price for each completed calendar week, but not exceeding a total of 5% of the net price of the Goods delivered late. We reserve the right to prove that we have incurred higher damage. The Seller reserves the right to prove that we have incurred no damage or significantly lower damage.

Section 4 – Performance, Delivery, Transfer of Risk, Default of Acceptance

1. Without our prior written consent, the Seller shall not be entitled to have the performance owed by it rendered by third parties, such as subcontractors. The Seller shall bear the procurement risk for its performance unless the contract concerns a custom-made item.

2. Delivery within Germany shall be made “free domicile” to the place specified in the purchase order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to our registered office. The respective place of destination shall also be the place of performance.

3. A delivery note stating the date of issue and dispatch, the contents of the delivery, including item number and quantity, and our order identification, including date and number, must be enclosed with the delivery. If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch notice with the same content shall be sent to us separately from the delivery note.

4. The risk of accidental loss and accidental deterioration of the item shall pass to us upon handover at the place of performance. If acceptance has been agreed, acceptance shall be decisive for the transfer of risk. In all other respects, the statutory provisions of contract law for work and services shall apply accordingly in the case of acceptance. Handover or acceptance shall be deemed equivalent if we are in default of acceptance.

5. The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Seller must expressly offer us its performance even if a specific or determinable calendar time has been agreed for an act or cooperation on our part, such as provision of material. If we are in default of acceptance, the Seller may demand reimbursement of its additional expenses in accordance with the statutory provisions, Section 304 BGB. If the contract concerns a non-fungible item to be manufactured by the Seller, the Seller shall only have further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.

Section 5 – Prices and Payment Terms

1. The price stated in the purchase order shall be binding. All prices shall include statutory value-added tax unless this is shown separately.

2. Unless otherwise agreed in an individual case, the price shall include all ancillary costs, such as proper packaging and transport costs, including any transport and liability insurance. The Seller shall take back packaging material at our request.

3. The agreed price shall be due for payment within 30 calendar daysafter complete delivery and performance, including any agreed acceptance, and receipt of a proper invoice. If we make payment within 14 calendar days, the Seller shall grant us a 3% cash discount on the net amount of the invoice.

4. We shall not owe any maturity interest. The Seller’s claim to default interest shall remain unaffected. The statutory provisions shall apply to the occurrence of our default. In all cases, however, a reminder by the Seller shall be required.

5. We shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent provided by law. In particular, we shall be entitled to withhold due payments as long as we still have claims against the Seller arising from incomplete or defective performance.

6. The Seller shall have a right of set-off or retention only in respect of counterclaims that have been finally adjudicated or are undisputed.

Section 6 – Confidentiality and Retention of Title

1. We reserve ownership rights and copyrights in illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents shall be used exclusively for contractual performance and shall be returned to us after completion of the contract. They must be kept confidential vis-à-vis third parties, including after termination of the contract. The confidentiality obligation shall expire only if and to the extent that the knowledge contained in the documents provided has become generally known.

2. The foregoing provision shall apply accordingly to substances and materials, such as software, finished and semi-finished products, as well as tools, templates, samples and other items that we provide to the Seller for manufacturing purposes. Such items shall, as long as they are not processed, be stored separately at the Seller’s expense and insured against
destruction and loss to the customary extent.

3. Any processing, mixing or combining of items provided by us shall be carried out on our behalf. If, in the case of processing, mixing or combining with items of third parties, their ownership rights remain in existence, we shall acquire co-ownership of the new item in proportion to the value of our provided item relative to the other items.

4. Transfer of ownership of the Goods to us shall be unconditional and irrespective of payment of the price. All forms of extended or prolonged retention of title are excluded in any case, so that any retention of title validly declared by the Seller shall apply only until payment for the Goods delivered to us and only in respect of those Goods.

5. In the event of insolvency, set-off against mutual claims shall be permissible only if the claims were capable of being set off against each other prior to the opening of insolvency proceedings.

Section 7 – Defective Delivery

1. Our rights in the event of material defects and defects of title in the Goods and other breaches of duty by the Seller shall be governed by the statutory provisions unless otherwise provided below.

2. In accordance with the statutory provisions, the Seller shall in particular be liable for ensuring that the Goods have the agreed quality at the time risk passes to us. In any case, those product descriptions which, in particular by designation or reference in our purchase order, form part of the respective contract or have been incorporated into the contract in the same way as these GPTC shall be deemed to constitute an agreement on quality. It shall make no difference whether the product description originates from us, the Seller or third parties.

3. In deviation from Section 442 paragraph 1 sentence 2 BGB, we shall have unrestricted claims for defects even if we remained unaware of the defect at the time of conclusion of the contract due to gross negligence.

4. The statutory provisions, Sections 377 and 381 of the German Commercial Code (HGB), shall apply to the commercial duty to inspect and give notice of defects, subject to the following proviso: our duty to inspect shall be limited to defects which become apparent during our incoming goods inspection by external examination, including the delivery documents, and during our quality control by random sampling, such as transport damage, incorrect delivery or short delivery. If acceptance has been agreed, there shall be no duty to inspect. In all other respects, the extent to which inspection is feasible in the ordinary course of business shall depend on the circumstances of the individual case. Our duty to give notice of defects discovered later shall remain unaffected. In all cases, our notice of defect shall be deemed immediate and timely if received by the Seller within 10 working days.

5. The Seller shall bear the costs incurred by it for the purpose of inspection and rectification even if it turns out that there was in fact no defect. Our liability for damages in the case of an unjustified request for defect remedy shall remain unaffected; in this respect, however, we shall be liable only if we recognised or, due to gross negligence, failed to recognise that no defect existed.

6. If the Seller fails to fulfil its obligation of subsequent performance, at our option either by remedying the defect or by delivering a defect-free item, within a reasonable period set byus, we may remedy the defect ourselves and demand reimbursement from the Seller of the expenses necessary for this purpose or a corresponding advance payment. If subsequent performance by the Seller has failed or is unreasonable for us, for example due to particular urgency, risk to operational safety or a threat of disproportionate damage, no deadline shall be required; the Seller shall be notified without delay,if possible in advance.

7. In all other respects, in the event of a material defect or defect of title, we shall be entitled in accordance with the statutory provisions to reduce the purchase price or withdraw from the contract. In addition, we shall be entitled to damages and reimbursement of expenses in accordance with the statutory provisions.

Section 8 – Supplier Recourse

1. Our statutory recourse claims within a supply chain, supplier recourse pursuant to Sections 478 and 479 BGB, shall be available to us without restriction in addition to claims for defects. In particular, we shall be entitled to demand from the Seller exactly the type of subsequent performance, rectification or replacement delivery, which we owe to our customer in the individual case. Our statutory right of choice pursuant to Section 439 paragraph 1 BGB shall not be restricted thereby.

2. Before we acknowledge or satisfy a claim for defects asserted by our customer, including reimbursement of expenses pursuant to Sections 478 paragraph 3 and 439 paragraph 2 BGB, we shall notify the Seller and request a written statement, briefly setting out the facts of the case. If the statement is not provided within a reasonable period and no amicable solution is reached, the defect claim actually granted by us shall be deemed owed to our customer; in this case, the Seller shall bear the burden of proving the contrary.

3. Our supplier recourse claims shall also apply if the Goods were further processed by us or one of our customers prior to their sale to a consumer, for example by incorporation into another product.

Section 9 – Producer Liability

1. If the Seller is responsible for product damage, it shall indemnify us against third-party claims to the extent that the cause lies within its sphere of control and organisation and it is itself liable externally.

2. As part of its indemnification obligation, the Seller shall reimburse expenses pursuant to Sections 683 and 670 BGB arising from or in connection with claims asserted by third parties, including recall measures carried out by us. We shall inform the Seller of the content and scope of recall measures, insofar as possible and reasonable, and give it an opportunity to comment. Further statutory claims shall remain unaffected.

3. The Seller shall take out and maintain product liability insurance with a lump-sum coverage amount of at least EUR 5 million per personal injury/property damage case.

Section 10 – Limitation Period

1. The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions unless otherwise provided below.

2. In deviation from Section 438 paragraph 1 no. 3 BGB, the general limitation period for claims for defects shall be three years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The three-year Limitation period shall apply accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims for restitution in rem pursuant to Section 438 paragraph 1 no. 1 BGB shall remain unaffected; moreover, claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against us, in particular due to lack of limitation.

3. The limitation periods under sales law, including the extension above, shall apply to all contractual claims for defects to the extent provided by law. If we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period pursuant to Sections 195 and 199 BGB shall apply, unless the application of the limitation periods under sales law results in a longer limitation period in the individual case.

Section 11 – Choice of Law and Place of Jurisdiction

1. These GPTC and all legal relationships between us and the Seller shall be governed by the law of the Federal Republic of Germany, excluding all international and supranational contractual legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. The requirements and effects of retention of title shall be governed by the law of the respective place where the item is stored, insofar as the choice of German law made above is impermissible or ineffective under that law.

2. If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising from the contractual relationship shall be our registered office. However, we shall also be entitled to bring an action at the place of performance of the delivery obligation.

General Terms and Conditions of Sale
of SI Production GmbH, Nordstr. 27, 33181 Bad Wünnenberg, Germany

Section 1 – General Provisions, Scope of Application

1. These General Terms and Conditions of Sale (“GTCS”) shall apply to all our business relationships with our customers, hereinafter referred to as the “Buyer”. The GTCS shall apply only if the Buyer is an entrepreneur within the meaning of Section 14 BGB, a legal entity under public law, or a special fund under public law.

2. The GTCS shall apply in particular to contracts for the sale and/or delivery of movable goods, hereinafter also referred to as “Goods”, irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers, Sections 433 and 651 BGB. In their respective version, the GTCS shall also apply as a framework agreement to future contracts for the sale and/or delivery of movable goods with the same Buyer, without us having to refer to them again in each individual case.

3. Our GTCS shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in all cases, including, for example, where we deliver to the Buyer without reservation despite being aware of the Buyer’s general terms and conditions.

4. Individual agreements made with the Buyer in a specific case shall in all cases take precedence over these GTCS. The content of such agreements shall be governed by a written contract or our written confirmation.

5. Legally relevant declarations and notices to be made to us by the Buyer after conclusion of the contract, such as setting of deadlines, notices of defects, declarations of withdrawal or reduction, must be made in writing in order to be effective.

6. References to the applicability of statutory provisions shall have clarifying significance only. Even without such clarification, statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.

Section 2 – Conclusion of Contract

1. Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation or other product descriptions or documents.

2. The Buyer’s order of the Goods shall be deemed a binding contractual offer. We shall be entitled to accept this contractual offer within four weeks of receipt by us.

3. Acceptance may be declared either in writing or by delivery of the Goods to the Buyer.

Section 3 – Delivery Period and Delay in Delivery

1. The delivery period shall be agreed individually or stated by us upon acceptance of the order.

2. If we are unable to meet binding delivery periods for reasons for which we are not responsible (non-availability of performance), we shall inform the Buyer thereof without delay and at the same time notify the Buyer of the expected new delivery period. If the performance is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; any consideration already provided by the Buyer shall be refunded by us without delay. A case of non-availability of performance within the meaning of this provision shall in particular include failure of our supplier to supply us on time, provided that we have concluded a congruent covering transaction. Our statutory rights of withdrawal and termination as well as the statutory provisions governing the winding-up of the contract in the event of exclusion of the obligation to perform shall remain unaffected. The Buyer’s rights of withdrawal and termination pursuant to Section 8 of these GTCS shall also remain unaffected.

3. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In all cases, however, a reminder by the Buyer shall be required. If we are in delay in delivery for reasons for which we are responsible, the Buyer may demand liquidated compensation for its damage caused by delay. The liquidated damages shall amount to 0.5% of the delivery value for each completed month of delay, but in total not more than 5% of the delivery value of the Goods delivered late. We reserve the right to prove that the Buyer has suffered no damage or significantly lower damage than the above lump sum.

Section 4 – Delivery, Transfer of Risk, Acceptance, Default of Acceptance

1. Delivery shall be made ex works, which shall also be the place of performance. At the Buyer’s request and expense, the Goods shall be dispatched to anotherdestination. Unless otherwise agreed, we shall be entitled to determine the type of dispatch, in particular carrier, shipping route and packaging, ourselves.

2. For all orders, production-related excess or short deliveries of up to 10% of the ordered quantity shall be permissible and must be accepted and paid for by the Buyer. This shall apply in particular to special productions, customer-specific productions, private-label products, individually printed items and other goods in customer-specific presentation. Excess or short deliveries within this tolerance shall expressly be deemed contractual and shall not constitute a material defect.

3. The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer at the latest upon handover. In the case of sale involving shipment, however, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay shall pass already upon delivery of the Goods to the forwarding agent, carrier or other person or institution designated to carry out the shipment. If acceptance has been agreed, acceptance shall be decisive for the transfer of risk. In all other respects, the statutory provisions of contract law for work and services shall apply accordingly to agreed acceptance. Handover or acceptance shall be deemed equivalent if the Buyer is in default of acceptance.

4. If the Buyer is in default of acceptance, fails to perform an act of cooperation, or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses.

5. Acceptance obligation for goods in customer-specific presentation, private-label products and customer-specific items: If we produce goods in the Buyer’s presentation, under the Buyer’s private label, according to customer-specific specifications or as any other special production, the Buyer shall be obliged to accept and pay for all goods and components manufactured, procured or reserved for this purpose in full. The acceptance obligation shall include in particular finished goods, raw materials, packaging, printed materials, print images, printing plates, labels, customer-specific components as well as semi-finished and unfinished products. This shall also apply in the event of termination of the business relationship, cancellation or any other termination of contract as well as in the eventof discontinuation, delisting or end-of-life of individual items, unless the cause thereof is attributable to us. If, at the time of termination or discontinuation, semi-finished goods, unfinished products or customer-related materials have not yet been completed, we shall be entitled to complete production thereof. The Buyer shall be obliged to accept all resulting finished goods in full and to pay for them at the agreed price.

Section 5 – Prices and Payment Terms

1. Unless otherwise agreed in an individual case or unless otherwise stated inthe order confirmation, the quoted price shall be payable net without deduction within eight days from the invoice date.

2. Our prices are based on the raw material, energy and labour costs applicable at the time of conclusion of the contract. If these cost factors change by more than 10%, we shall be entitled to adjust the prices appropriately. This shall also apply to alreadyconfirmed, ongoing and not yet delivered orders. If an adjustment is unreasonable for the Buyer, both parties shall be entitled to withdraw from the contract with regard to the part not yet fulfilled.

3. Statutory value added tax is not included in the prices. It shall be shown separately at the statutory rate applicable on the date of invoicing.

4. In the case of sale involving shipment, the Buyer shall bear the transport costs ex works and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.

5. Upon expiry of the above payment period, the Buyer shall be in default. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to assert further damage caused by default. As against merchants, our claim to commercial maturity interest pursuant to Section 353 HGB shall remain unaffected.

6. The Buyer shall have rights of set-off or retention only to the extent that its claim has been finally adjudicated or is undisputed. In the event of defects in the delivery, Section 7 paragraph 6 shall remain unaffected.

7. If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is endangered by the Buyer’s lack of ability to perform, we shall be entitled, in accordance with the statutory provisions, to refuse performance and to withdraw from the contract. In the case of contracts for the manufacture of non-fungible items, we may declare withdrawal immediately; the statutory provisions on dispensability of setting a deadline shall remain unaffected.

Section 6 – Retention of Title, Extended and Prolonged

1. We reserve title to all delivered Goods until full payment of all claims.

2. The Buyer assigns to us all claims arising from resale.

3. Such claims may neither be assigned nor pledged without our consent.

4. In the event of default in payment, we shall be entitled to collect claims ourselves.
a. The retention of title shall extend to the products created by processing, mixing or combining our Goods at their full value, whereby we shall be deemed the manufacturer. If, in the case of processing, mixing or combining with goods of third parties, their ownership rights remain in existence, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the Goods delivered subject to retention of title.
b. The Buyer hereby assigns to us, as security, the claims against third parties arising from the resale of the Goods or the product in full or in the amount of our possible co-ownership share pursuant to the preceding paragraph. We accept the assignment. The Buyer’s obligations stated in paragraph 2 shall also apply with regard to the assigned claims.
c. The Buyer shall remain authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer meets its payment obligations towards us, is not in default of payment, no application for opening insolvency proceedings has been filed, and there is no other deficiency in its ability to perform. If this is the case, however, we may require the Buyerto disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the related documents and notify the debtors, third parties, of the assignment.
d. If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities at our discretion at the Buyer’s request.

Section 7 – Buyer’s Claims for Defects

1. The Buyer’s rights in the event of material defects and defects of title shall be governed by the statutory provisions unless otherwise provided below. In all cases, the statutory special provisions for final delivery of the Goods to a consumer, supplier recourse pursuant to Sections 478 and 479 BGB, shall remain unaffected.

2. The basis of our liability for defects shall be the agreement on the quality of the Goods. Product descriptions, specifications, technical data sheets, samples or other documents designated as such and provided to the Buyer before its order or incorporated into the contract in the same way as these GTCS shall be deemed agreements on the quality of the Goods. In the case of films, plastics, papers, composite materials and other raw materials, fluctuations caused by raw materials, batches and production technology cannot be completely excluded, in particular with regard to material thickness, grammage, weight, format, dimensions, colour, surface quality and other technical properties. Deviations of up to +/- 10% and, in the case of material thicknesses, where this constitutes the greater tolerance, in any case up to +/- 10 micrometres, shall be deemed agreed quality and shall not constitute a material defect. Customary deviations in the plastics, paper and packaging processing industry, customary deviations in the colour of the raw material, customary deviations from samples and differences caused by printing technology between proof print and production print shall likewise be deemed agreed quality. Counting differences of up to 2% above or below and format deviations of up to +/- 5% shall be deemed contractual. We shall not be liable for printing or execution errors that the Buyer overlooked in a template, sample, print position or other approval document approved by the Buyer.

3. Print positions, texts, layouts, colours, barcodes, item identifications, packaging information, trademarks, designs, samples, technical specifications and other customer-specific requirements specified or approved by the Buyer shall be deemed bindingly approved upon approval by the Buyer. The Buyer shall be solely liable for errors, incompleteness, infringements of rights or lack of marketability based on such specifications or approvals by the Buyer. In this respect, the Buyer shall indemnify us against all third-party claims.

4. To the extent that quality has not been agreed, the existence or absence of a defect shall be assessed in accordance with the statutory provisions. However, we shall not assume liability for public statements made by third parties.

5. The Buyer’s claims for defects shall require that it has complied with its statutory duties to inspect and give notice of defects pursuant to Sections 377 and 381 HGB. If a defect becomes apparent during inspection or later, we must be notified thereof in writing without delay. Notification shall be deemed without delay if made within two weeks, whereby timely dispatch of the notice shall be sufficient to meet the deadline. Irrespective of this duty to inspect and give notice of defects, the Buyer shall notify us in writing of obvious defects, including incorrect and short delivery, within two weeks from delivery; timely dispatch of the notice shall also be sufficient in this case. If the Buyer fails to carry out proper inspection and/or give proper notice of defects, our liability for the defect not notified shall be excluded.

6. If the delivered item is defective, the Buyer may initially choose,as subsequent performance, either remedy of the defect or delivery of a defect-free item. If the Buyer does not state which of these two rights it chooses, we may set it a reasonable deadline to do so. If the Buyer does not make its choice within the deadline, the right of choice shall pass to us upon expiry of the deadline.

7. We shall be entitled to make the subsequent performance owed dependent on the Buyer paying the due purchase price. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the defect.

8. The Buyer shall give us the time and opportunity required for the subsequent performance owed, in particular by handing over the rejected Goods for inspection purposes. In the case of replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions.

9. We shall bear the expenses required for the purpose of inspectionand subsequent performance, in particular transport, travel, labour and material costs, if a defect actually exists. If, however, a request by the Buyer for defect remedy proves to be unjustified, we may demand reimbursement from the Buyer of the costs incurred as a result.

10. In urgent cases, for example where operational safety is endangered or to prevent disproportionate damage, the Buyer shall have the right to remedy the defect itself and to demand reimbursement from us of the objectively necessary expenses incurred for this purpose. We shall be notified of such self-remedy without delay and, where possible, in advance. The right of self-remedy shall not exist if we would be entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.

11. If subsequent performance has failed or a reasonable deadline to be set by the Buyer for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In the event of an insignificant defect, however, there shall be no right of withdrawal.

12. Claims by the Buyer for damages or reimbursement of wasted expenses shall exist only in accordance with Section 8 and shall otherwise be excluded.

Section 8 – Other Liability

1. Unless otherwise provided in these GTCS, including the following provisions, we shall be liable in accordance with the relevant statutory provisions in the event of breach of contractual and non-contractual duties.

2. We shall be liable for damages, irrespective of the legal basis, in cases of intent and gross
negligence. In cases of simple negligence, we shall be liable only:
a. for damage arising from injury to life, body or health;
b. for damage arising from breach of a material contractual obligation, meaning an obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely; in this case, however, our liability shall be limited to compensation for foreseeable damage typical for the contract.

3. The limitations of liability resulting from paragraph 2 shall not apply insofar as we have fraudulently concealed a defect or assumed a guarantee for the quality of the Goods. The same shall apply to claims of the Buyer under the German Product Liability Act.

4. In the case of a breach of duty that does not consist of a defect, the Buyer may withdraw from or terminate the contract only if we are responsible for the breach of duty. A free right of termination of the Buyer, in particular pursuant to Sections 651 and 649 BGB, is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

Section 9 – Set-off

1. The Buyer shall be entitled to declare set-off against our purchase price claims with its own claims only if we have acknowledged such claims or if they have been determined by a court.

2. In the event of insolvency, set-off against mutual claims shall be permissible if the claims were capable of being set off against each other prior to the opening of insolvency proceedings.

Section 10 – Limitation Period

1. In deviation from Section 438 paragraph 1 no. 3 BGB, the general limitation period for Claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

2. Statutory special provisions concerning third-party claims for restitution in rem, Section 438 paragraph 1 no. 1 BGB, fraudulent intent of the Seller, Section 438 paragraph 3 BGB, and claims in supplier recourse in the case of final delivery to a consumer, Section 479 BGB, shall remain unaffected.

3. The foregoing limitation periods under sales law shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the Goods, unless the application of the regular statutory limitation period pursuant to Sections 195 and 199 BGB would result in a shorter limitation period in the individual case. The limitation periods under the German Product Liability Act shall remain unaffected in all cases. Otherwise, only the statutory limitation periods shall apply to claims for damages of the Buyer pursuant to Section 8.

Section 11 – Force Majeure

1. We shall not be liable for non-performance due to force majeure.

2. Force majeure shall include in particular supply chain disruptions, shortages of raw materials, energy crises, pandemics and governmental measures.

3. In such cases, we shall be entitled to adjust delivery times, change prices, including for existing orders, or withdraw from the contract.

4. Claims for damages shall be excluded.

Section 12 – Choice of Law and Place of Jurisdiction

1. These GTCS and all legal relationships between us and the Buyer shall be governed by the law of the Federal Republic of Germany, excluding all international and supranational contractual legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. The requirements and effects of retention of title pursuant to Section 6, however, shall be governed by the law of the respective place where the item is stored, insofar as the choice of German law made above is impermissible or ineffective under that law.

2. If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship shall be our registered office. However, we shall also be entitled to bring an action at the Buyer’s general place of jurisdiction. Unless otherwise stated in the order confirmation, our registered office shall also be the place of performance.

Section 13 – Assignment / Factoring

Our claims have been assigned to A.B.S. Global Factoring AG, Wiesbaden.
Payments may be made with debt-discharging effect only to A.B.S. Global Factoring AG.

13.07.2026