I. Offer and Conclusion of Contract

1. Our deliveries and services are provided exclusively in accordance with the following Terms and Conditions of Sale and Delivery. The buyer’s terms and conditions of business or purchase are effective for us only if we have expressly accepted them in writing. Our terms and conditions shall be deemed accepted no later than upon receipt of our delivery or service.
2. Offers are subject to change. All agreements become effective only upon our written confirmation.
3. In the case of ongoing contracts of longer duration, call-offs and schedule allocations for approximately equal monthly quantities must be provided to us. If call-offs or allocations are not made in a timely manner, we are entitled, after the expiration of a fruitless grace period, to allocate the goods ourselves and deliver them, or to withdraw from the outstanding portion of the contract and claim damages for non-performance.

II. Prices and Terms of Payment

1. Prices are net cash ex works, plus freight and packaging costs, plus sales tax. Packaging is charged at cost and is not accepted for return.
2. Prices are based on our current cost situation. Should our manufacturing costs increase after the conclusion of the contract but before the order is fulfilled, we reserve the right to adjust prices to reflect the changed cost situation.
3. Invoices are payable in the invoiced currency by the agreed due dates, no later than 30 days after the invoice date, without any deductions. A discount deduction is only possible upon express agreement. Checks and bills of exchange are accepted in lieu of payment, with bills of exchange accepted only with our express consent. In the case of bills of exchange, the buyer shall bear the costs of discounting and collection. Credits for bills of exchange and checks are subject to receipt of the consideration on the day we can dispose of the equivalent value.
4. In the event of late payment, we are entitled to charge interest at a rate of 3% above the discount rate of the Deutsche Bundesbank; we reserve the right to claim further damages.
5. Failure to comply with the terms of payment or circumstances that come to our attention after the conclusion of the contract and that are likely to impair the buyer’s creditworthiness shall result in all our claims becoming immediately due and payable. They also entitle us to make outstanding deliveries only against advance payment and, after a reasonable grace period, to withdraw from the contract or to claim damages for non-performance.
6. The buyer is entitled to set off or withhold payments only to the extent that such claims have been acknowledged by us as valid and due or have been legally established.
7. If we provide the buyer with the means to pay the purchase price by endorsing a promissory note issued by us and accepted by the buyer (check and promissory note procedure), the purchase price shall not be deemed paid until the promissory note has been honored and our liability under the promissory note has been extinguished.

III. Delivery and Performance Period

1. Delivery periods and dates are approximate unless we have expressly designated them as binding in writing.
2. Delivery periods begin upon receipt of the order confirmation and are ex works. Delivery periods or dates shall be deemed met upon notification of readiness for shipment if the goods cannot be shipped on time through no fault of ours.
3. The agreed delivery period shall be extended—without prejudice to our rights arising from the buyer’s default—by the period during which the buyer is in default of its obligations under this or any other contract.
4. If we have guaranteed compliance with a date or deadline, the buyer must, in the event that we fall into default, set us a reasonable grace period in writing. Upon the fruitless expiration of this grace period, the buyer may withdraw from the contract with respect to those deliveries and services that have not been reported as ready for shipment or performed by the end of the grace period. The buyer is entitled to withdraw from the entire contract only if the partial deliveries or services already provided are of no interest to the buyer. The buyer is entitled to claims for damages only if we are responsible for the delay or failure to fulfill the delivery or service due to intentional misconduct.
5. Events of force majeure entitle us, even if they occur at our suppliers or their subcontractors, to postpone the delivery or service for the duration of the hindrance plus a reasonable restart period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion. Force majeure includes all circumstances that significantly impede or render impossible our delivery or performance, e.g., strikes, suspensions, obstruction of transportation routes, operational disruptions, defective production at our facility or that of a supplier, or shortages of raw materials or energy.

V. Retention of Title

1. All delivered items remain our property (goods subject to retention of title) until all claims to which we are entitled, regardless of the legal basis, have been satisfied, including, in particular, the respective balance due. This applies even if payments are made against specifically designated claims.
2. Processing and treatment of the goods subject to retention of title shall be carried out on our behalf as the manufacturer within the meaning of § 950 BGB, without imposing any obligation on us. If the buyer processes, combines, or mixes the goods subject to retention of title with other items, we shall be entitled to co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the value of the other goods used at the time of processing. If our ownership is acquired through combination or mixing, the buyer hereby transfers to us the ownership rights to which he is entitled in the new item to the extent of the invoice value of the goods subject to retention of title and shall hold them in safekeeping for us free of charge. The co-ownership rights arising hereunder shall be deemed goods subject to retention of title within the meaning of Section 1.
3. The buyer may sell the goods subject to retention of title only in the ordinary course of business under its normal terms and conditions and provided that it is not in default, provided that the claims arising from the resale, together with ancillary rights, are transferred to us to the extent specified in the following paragraphs. The buyer is not authorized to dispose of the goods in any other manner.
4. The buyer’s claims arising from the resale of the goods subject to retention of title are hereby assigned to us. They serve as security for our claims to the same extent as the goods subject to retention of title.
5. If the goods subject to retention of title are sold by the buyer together with other goods not supplied by us, the assignment of claims arising from the resale shall apply only to the extent of our invoice value of the respective goods subject to retention of title sold. In the case of the sale of goods in which we hold co-ownership shares pursuant to Section 2, the assignment of the claim shall apply in the amount of these co-ownership shares.
6. If the goods subject to retention of title are used by the buyer to fulfill a contract for work and services, Sections 4 and 5 shall apply mutatis mutandis to the claims arising from this contract.
7. The buyer is entitled to collect claims arising from the sale pursuant to Sections 3 and 6 until such time as we revoke this right, which we may do at any time. If the value of the existing security exceeds the secured claims by more than 15%, we shall, upon request, release security in the corresponding amount at our discretion.
8. If the check-and-bill-of-exchange procedure (as set forth in Section 7) is agreed upon, ownership of the goods shall not pass to the buyer until the bill of exchange has been honored and our liability under the bill of exchange has been extinguished.

VI. Defects/Warranty

1. We provide a warranty for defects in the delivered goods, including the absence of warranted characteristics, in accordance with the following provisions:
2. The condition of the goods at the time they leave the factory is decisive for their conformity with the contract.
3. Notices of defects must be reported to us in writing immediately upon receipt of the goods at their destination, at the latest within 10 days of receipt. Defects that cannot be detected within this period even upon careful inspection must be reported in writing immediately upon discovery, but no later than one month after receipt of the goods, with any further processing to be suspended immediately.
4. Defective goods must be returned to us upon request and, provided the complaint is justified, will be replaced with goods free of defects. We reserve the right to credit the invoiced value of the returned goods, if applicable. The buyer has no further claims, such as rescission, reduction in price, or damages. In the case of partial deliveries, claims for replacement as described above may only be asserted for the individual deliveries. Negotiations regarding complaints do not constitute a waiver of our right to object that the notice of defects was late or incomplete. Claims for defects expire 2 months after we have rejected the claim in writing.
5. The foregoing provisions also apply to deliveries and services of items other than those specified in the contract.

VII. Liability

1. Our liability is governed exclusively by the agreements set forth in the preceding sections. Any claims not expressly granted therein—including claims for damages, regardless of the grounds—are excluded to the extent permitted by law.

VIII. Miscellaneous

1. The place of performance for all obligations of the buyer and the seller is Plettenberg.
2. The place of jurisdiction is the Local Court of Plettenberg or, at our discretion, the Regional Court of Hagen.
3. The law applicable in the Federal Republic of Germany is agreed upon. The provisions of the Hague Convention on the Sale of Goods are excluded.
4. Should individual provisions of these Terms and Conditions of Sale and Delivery be wholly or partially invalid, the remaining provisions shall remain fully effective.