General terms and conditions of business

General sales, delivery and payment conditions
for the company Rolf Windhösel GmbH + Co. KG,
Robert-Bosch-Strasse 2, 72820 Sonnenbühl-Undingen, Germany
Date: September 2025

§1
Scope of Application

(1) All our offers, deliveries and services are based on these terms and conditions (hereinafter “GTC”). The following terms apply only vis-à-vis entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law (hereinafter “Customer”).

(2) Our GTC shall apply exclusively. The applicability of any other general terms and conditions is excluded unless we have expressly agreed to their application in writing.

(3) Our GTC shall also apply if, having knowledge of the Customer’s terms and conditions that conflict with or deviate from our GTC, we execute delivery to the Customer without reservation.

(4) In the case of ongoing business relationships, our GTC shall also apply to future offers, deliveries and services to the Customer without renewed express reference.

§2

Conclusion of Contract

(1) Our offers are generally free of charge and non-binding, unless otherwise agreed in writing. Contracts and agreements become binding only upon our written order confirmation or upon our delivery. The same applies to supplements, amendments or ancillary agreements.

(2) Orders placed by the Customer shall constitute a binding offer to a contract pursuant to Section 145 BGB.

(3) Unless otherwise stated in the order, we are entitled to accept the order within three weeks.

(4) Unless expressly agreed otherwise, the contract is concluded subject to correct and timely self-supply by our suppliers. This applies only if we are not responsible for the non-delivery, in particular where we have concluded a congruent covering transaction with our supplier. The Customer shall be informed without undue delay of the unavailability of performance. Any consideration already provided shall be reimbursed.

(5) The scope of delivery shall be governed by our written order confirmation, or—if none exists—by our offer.

(6) All information about our products, in particular illustrations, dimensions and performance data contained in our offers and printed materials as well as other technical data, are approximate average values. Industry-standard tolerances in form, color, quantities, weights, piece numbers and dimensions are expressly reserved. We reserve the right to make technical changes.

(7) Documents and materials on which our offer is based—such as technical drawings, illustrations, descriptions, weights and dimensions—shall become part of the contractual agreement only if expressly agreed in writing. We reserve the right to make changes and adjustments that do not materially impair the purpose of the contract and delivery. Requested samples are generally supplied only against payment.

(8) All offer documentation, samples, plans, drawings, cost estimates, documents and materials—including in electronic form—remain our property and may not be retained, copied, reproduced or otherwise made accessible to third parties by the Customer and must, upon our request, be either handed over to us immediately or deleted, at our discretion. All intellectual property rights and protective rights in these materials shall remain with us even if we provide them to the Customer. The Customer is not entitled to exploit or pass on prototypes, samples and models.

(9) We reserve the right to make changes to the subject matter of purchase during the delivery period provided that the subject matter of purchase and its appearance are not fundamentally altered and the contractual purpose of the delivery is not unreasonably restricted for the Customer. Manufacturing-related over- or under-deliveries within a tolerance of 10% of the total order quantity are permissible.

(10) Our warranty does not extend to the suitability of the delivered item for the intended use contemplated by the Customer that deviates from customary use, unless such use has been agreed in writing.

(11) Oral statements regarding specifications, dimensions and similar matters for custom-made products require written confirmation.

(12) The obligation to deliver goods determined only by type (generic goods) shall not be deemed an assumption of procurement risk. We assume procurement risk only by express written declaration.

(13) In the case of call-off orders (blanket orders) or acceptance delays attributable to the Customer, we are entitled to procure the material for the entire order and to manufacture the entire ordered quantity immediately. Any requests for changes by the Customer can therefore no longer be taken into account after the order is placed unless expressly agreed.

(14) Call-off orders that are not fully divided into individual partial deliveries at the time of contract conclusion shall have a maximum term of 12 months from the date of contract conclusion. After expiry of this period, we may either demand acceptance of the goods not yet delivered or invoice the materials purchased and the work performed for the order.

(15) Already at the quotation stage, the Customer must inform us in writing of any extraordinary stresses on the items to be delivered as well as other risks that may arise during their use.

§3
Prices, Payment Terms

(1) Unless otherwise agreed, our prices apply “Ex Works”, Incoterms 2020, and are net prices, excluding applicable sales taxes even if not expressly shown, and excluding costs for packaging, freight, installation, shipping, insurance expenses, customs clearance, any bank and transaction costs for payments, and other incurred costs.

(2) We are entitled to require an appropriate advance payment upon conclusion of the contract.

(3) Services that are not part of the agreed scope of delivery shall, in the absence of any deviating agreement, be performed on the basis of our then-current general price lists.

(4) Depending on the progress of the order, we may request appropriate partial payments for partial services already rendered.

(5) Unless otherwise agreed in writing, our invoices are due for immediate payment without deduction.

(6) We are entitled to invoice the Customer at cost price for Euro pallet boxes, drums, spools and similar packaging if they are not returned to us without undue delay, but no later than within 3 months, in good condition and at the Customer’s expense. Paper and cardboard packaging will not be taken back.

(7) Unless otherwise agreed in writing, we are entitled to adjust prices and/or freight rates accordingly if our costs for wages and salaries, raw materials or consumables, energy costs, freight costs and customs duties or other materials increase. This right also applies to deliveries and services under continuing obligations.

(8) The Customer shall be in default at the latest 30 days after receipt of the invoice, unless other circumstances establishing default (e.g., a payment reminder, a shorter agreed payment period, or a calendar-defined due date) have been agreed. From the start of default, the Customer owes default interest of 9 percentage points above the base interest rate. In addition, in the event of default we reserve the right to charge a lump-sum late payment fee of EUR 40.00. Further contractual or statutory rights remain unaffected.

(9) In the event of late payment, we are entitled to make further deliveries conditional upon full payment of the overdue claims.

(10) All payments shall first be credited against costs, then against interest, and lastly against the oldest debt.

(11) Payments shall be deemed made only when we can finally dispose of the amount.

(12) Cheques and/or bills of exchange shall be accepted by us as a means of payment only if we have previously agreed to such payment in writing. All costs incurred by us from such payment shall be borne by the Customer.

(13) Set-off against counterclaims of the Customer is permissible only insofar as the counterclaims are undisputed or have been finally adjudicated.

(14) Services that are not part of the agreed scope of delivery shall, in the absence of any deviating agreement, be performed on a time-and-materials basis at the customary hourly rates.

(15) If and insofar as we take back incorrect orders or in the case of return without cause, we are entitled to charge the Customer 20% of the net price of the returned goods, however at least EUR 250.00, as handling/administrative costs. The Customer is entitled to prove that no costs or lower costs were incurred.

(16) If payment terms are not complied with or circumstances become known or apparent which, in our due commercial discretion, give rise to justified doubts as to the Customer’s creditworthiness—including facts that already existed at the time of contract conclusion but were unknown to us and did not have to be known—then, without prejudice to further statutory rights, we are entitled to suspend further work on ongoing orders or further deliveries and to demand advance payments or securities acceptable to us for outstanding deliveries and, after the unsuccessful expiry of a reasonable grace period to provide such securities, to withdraw from the contract (without prejudice to further statutory rights). The Customer is obliged to compensate us for all damages arising from non-performance of the contract.

(17) Upon the Customer’s payment default, cessation of payments, or application for the opening of insolvency proceedings concerning the Customer’s assets, all our claims shall become immediately due. This also applies if payment deadlines have been agreed or if claims are not yet due for other reasons. This shall also apply regardless of the term of any bills of exchange accepted by us.

(18) If payments are deferred and are later made after the agreed date, we are entitled to charge interest at a rate of 8% above the base interest rate applicable at the time the deferral agreement was concluded—also for the deferral period—without the need to put the Customer in default.

(19) For small orders we charge the applicable minimum prices.

(20) All payments must be made to us exclusively in EURO. Any exchange rate risks shall be borne by the Customer.

§4
Delivery and Acceptance Obligation

(1) The delivery time results from the agreements of the contracting parties.

(2) The agreed delivery period is a target delivery period unless expressly agreed otherwise in writing.

(3) The agreed delivery period begins at the earliest upon conclusion of the contract and presupposes clarification of all commercial and technical questions. The start of the delivery period presupposes that the Customer has fulfilled all obligations incumbent upon it, including providing all required documents and official certificates or approvals, and/or making any advance payment.

(4) Compliance with a delivery period is subject to correct and timely self-supply. We will inform the Customer of foreseeable delays as soon as possible.

(5) If we are unable to meet binding delivery deadlines for reasons beyond our control (unavailability of performance), we shall inform the Customer without undue delay and at the same time notify the expected new delivery deadline. If performance is also not available within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we shall reimburse without undue delay any consideration already provided by the Customer. Unavailability of performance exists, for example, in the event of untimely self-supply by our supplier despite a congruent covering transaction, other disruptions in the supply chain, e.g. due to force majeure, or where we are not obliged to procure in the individual case.

(6) Delivery shall be “Ex Works”, Incoterms 2020. The Customer is obliged to collect the goods immediately after notification of readiness for dispatch.

(7) In case of delivery “Ex Works”, Incoterms 2020, the delivery period is met if the goods have been segregated and are ready for dispatch within the agreed period and the Customer has been notified. In case of shipment, the delivery period is met if the goods have been handed over to the carrier within the agreed period or were ready for handover and could not be handed over without our fault.

(8) If we fall into delay and, after setting a reasonable grace period by the Customer, such period expires without result, the Customer is entitled to withdraw from the contract, or—if the Customer has an interest in partial delivery—withdraw from parts of the contract. Further claims of the Customer—especially claims for damages due to defective performance or delay damages—are excluded unless expressly granted in § 10 below.

(9) Deliveries prior to expiry of the delivery period and partial deliveries are permissible insofar as they are reasonable for the Customer.

(10) If dispatch is delayed for reasons attributable to the Customer or the Customer culpably breaches other cooperation obligations, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. Further claims or rights remain unaffected.

(11) If the Customer is in default of acceptance or is otherwise responsible for a delay in dispatch, we may store the products at the Customer’s risk and expense and invoice them as delivered ex works. After setting a grace period for acceptance of the products and its fruitless expiry, we may withdraw from the contract and claim damages in lieu of performance. Further rights remain unaffected. No grace period is required if the Customer seriously and finally refuses acceptance or if it is evident that the Customer will not be able to pay the purchase price and/or accept delivery even within the grace period. Damages shall be deemed to amount to 20% of the order value. Damages shall be set off against any advance payment made. The parties are free to prove that the damage was actually higher or lower.

 §5
Force Majeure

(1) Events of force majeure, in particular, but not limited to, riots, strikes, war, flooding, lockouts, fire, epidemics, pandemics, outbreaks, confiscation, boycott, legal or governmental orders and restrictions, or incorrect or delayed deliveries by our suppliers, and other external, unforeseeable, uncontrollable, extraordinary events that cannot be prevented even with utmost care and that affect us or our suppliers, unreasonably impede or render impossible our delivery and performance obligations and are not attributable to us, shall extend the delivery and performance obligations by the duration of the event plus an appropriate restart period, provided we cannot fulfill our delivery and performance obligations despite reasonable measures.

(2) The extension of delivery and performance obligations pursuant to paragraph (1) above also applies if such events occur at a time when we are already in default.

(3) If delivery and performance obligations are extended to a reasonable period due to such events pursuant to paragraph (1) above, either party is entitled to withdraw from the contract after expiry of the extended period. If the Customer has an interest in partial deliveries, the Customer may also withdraw in part. If we have already performed partial deliveries and/or partial services, the Customer may withdraw from the entire contract only if it can prove that it has no interest in partial delivery and/or performance by us. Further statutory or contractual rights of withdrawal remain unaffected.

(4) Claims for damages by the Customer in the cases of paragraph (1) above are excluded.

§6
Packaging, Shipment, Transfer of Risk, Default of Acceptance, Transport Damage

(1) If we arrange transport for the Customer, the type and manner of packaging and dispatch shall be at our discretion unless otherwise agreed in writing.

(2) Unless otherwise agreed in writing, delivery is agreed as “Ex Works”, Incoterms 2020.

(3) Unless otherwise agreed, the Customer is responsible for taking out transport insurance.

(4) The risk of accidental loss and accidental deterioration of the delivered items shall pass to the Customer upon notification of readiness for dispatch and segregation of the goods. This also applies if we have assumed additional services such as loading, transport or unloading. If dispatch is delayed due to circumstances attributable to the Customer, the risk of accidental loss shall pass to the Customer upon notification of provision of the delivery.

(5) If a shipment sale is agreed, the risk of accidental deterioration or accidental loss shall pass to the Customer at the latest upon dispatch of the delivery item or handover to the carrier ex works or at the place of dispatch. If dispatch is delayed due to the Customer’s conduct, the risk shall pass upon notification of readiness for dispatch. § 6 paragraph (2) sentence 3 shall apply accordingly.

(6) If it is agreed that we bear the risk of accidental loss and accidental deterioration of the delivered items, the Customer is obliged to inspect the shipped goods immediately upon arrival and in the presence of the carrier for external transport damage. The Customer must notify the carrier of any externally recognizable losses or damage to the delivery item no later than upon delivery with sufficiently clear indication of the loss or damage and must inform us in writing without undue delay. Non-apparent losses or damage must be reported to us in writing within 5 calendar days. In addition, the provisions of Section 438 of the German Commercial Code (HGB) and the notice obligations pursuant to § 8 paragraph (5) apply.

(7) Where mandatory acceptance is required by law, i.e., not merely in the case of agreed acceptance, such acceptance shall be decisive for the transfer of risk.

(8) Delivered items must be accepted by the Customer even if they are defective, without prejudice to the rights under § 8.

(9) If the Customer is in default of acceptance, fails to perform an act of cooperation, or our delivery is delayed for other reasons attributable to the Customer, we are entitled to compensation for the damage incurred, including additional expenses (e.g., storage costs). For this we charge a lump-sum compensation of 0.5% of the net price per calendar week up to a maximum total of 5% or 10% in the event of final non-acceptance, starting from the delivery deadline or—if no delivery deadline exists—from notification of readiness for dispatch of the goods.

(10) Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected in the cases of paragraph (10); however, the lump sum shall be credited against further monetary claims. The Customer is permitted to prove that we incurred no damage or only substantially lower damage than the lump sum above.

(11) If the requirements of paragraph (8) above are met, the risk of accidental loss or accidental deterioration of the goods shall pass to the Customer at the time the Customer enters default of acceptance or debtor’s default.

(12) For call-off orders we may charge storage fees of 0.75% of the net price for which the Customer is in default of acceptance. Furthermore, after six months from order confirmation, unless otherwise agreed, we may set a one-month grace period for acceptance and then invoice the goods or services not accepted and charge reasonable storage fees until acceptance. The Customer remains entitled to prove that no damage or substantially lower damage resulted from its default of acceptance.

(13) In the event of export of the purchased goods, the Customer is obliged to obtain all documents required for export (e.g., export and customs permits, etc.) at its own expense. We are not liable for the legal admissibility of the export of the goods or their compliance with the legal and technical regulations of the importing country. We are also not liable for the goods meeting the state of the art in the importing country.

§7
Retention of Title

(1) We retain title to all items delivered by us until full payment of all our claims from the business relationship against the Customer, including claims from cheques and bills of exchange. In the case of payments by cheque or bill of exchange, we retain title to the delivered items until the recourse risk has expired.

(2) Upon our request at any time and in the event of an insolvency application, the Customer undertakes to clearly mark the contractual item subject to retention of title externally as “property of Rolf Windhösel GmbH + Co. KG”.

(3) The Customer is obliged to handle the goods subject to retention of title with due care; in particular, the Customer is obliged, at its own expense, to insure them adequately against fire, water and theft damage at replacement value. If maintenance and inspection work is required, the Customer must carry it out in due time at its own expense.

(4) If the Customer processes the goods subject to retention of title, this shall be done for us as manufacturer within the meaning of Section 950 BGB. If the goods delivered by us are processed with other items or inseparably mixed, we shall acquire co-ownership of the new items in the ratio of the invoice value of our goods to the invoice value of the other goods used. The Customer may further process the delivered items in the ordinary course of business provided the above security interests remain safeguarded.

(5) The Customer may resell the delivered items in the ordinary course of business as long as our retention of title in accordance with paragraph (6) below remains safeguarded. Transfer of title, transfer by way of security, pledging and similar measures are not permitted to the Customer.

(6) In the event of resale of the delivered items, the Customer hereby assigns to us all claims arising against third parties from such resale. We hereby accept this assignment. If we are only co-owner of the sold goods, the assignment shall apply only up to the amount of our claims against the Customer.

(7) We revocably authorize the Customer to collect the claim assigned to us for our account in its own name. Revocation of this authorization is permissible only if the Customer fails to duly perform its obligations under this contract, in particular its payment obligations, becomes insolvent or unable to pay, has filed an application for the opening of insolvency proceedings, or such application has been rejected for lack of assets. In the event of revocation of the authorization to collect our claims, the Customer must notify the debtor of the assignment of the claim to us. We are also entitled to disclose the extended retention of title to the third party.

(8) The Customer’s right to dispose of the goods subject to retention of title, to process them, or to collect the assigned claims shall also lapse without express revocation if insolvency proceedings are opened over the Customer’s assets or are rejected for lack of assets, in the event of suspension of payments, filing of an application for opening of insolvency proceedings by the Customer or a third party, or in the event of illiquidity or over-indebtedness. In these cases, and in the cases of paragraph (7) above, we are entitled to withdraw from the contract after expiry of a reasonable period, with the result that we may retake the goods subject to retention of title. The Customer is obliged to surrender the goods subject to retention of title. The proceeds of any realization of the goods subject to retention of title shall be credited to the Customer—less realization costs—against its obligations to us.

(9) In the event of revocation of the authorization to collect the assigned claims, the Customer is obliged to disclose to us immediately in writing against which third parties claims exist from the assigned rights and in what amount.

(10) The Customer must inform us immediately in writing if third parties gain access to the goods subject to retention of title, the assigned claims, or other documents and materials. All costs of legal defense of our retained-title goods, also vis-à-vis third parties, shall be borne by the Customer.

(11) If the securities granted to us exceed the secured claims by more than 20%, we are obliged, upon the Customer’s request, to release securities of an appropriate amount at our discretion.

§8
Warranty

(1) If the contractual relationship between us and the Customer is a sales contract or a contract for work and services, we shall be liable for material defects and defects in title of the delivered item existing at the time of transfer of risk in accordance with the following provisions. The statutory provisions apply in addition. § 10 remains unaffected.

(2) If we owe planning and development services and these are based at least in part on Customer specifications, the Customer must, immediately upon receipt of drawings, documents and planning services sent by us, examine them for feasibility, required installation dimensions and compliance with the Customer’s specifications and must notify us immediately upon receipt of any identified defects.

(3) Warranty claims against us belong only to the direct buyer and are not assignable without our consent.

(4) Certain characteristics shall be deemed warranted by us only if we have expressly confirmed them in writing. A guarantee is assumed by us only if we have designated a characteristic as “guaranteed” in writing.

(5) Apparent defects, shortfalls or incorrect deliveries must be notified to us in writing without undue delay, at the latest within 12 days after delivery, in any case prior to connection, mixing, processing or installation; otherwise the delivered item shall be deemed accepted unless fraudulent intent can be attributed to us, our legal representatives or vicarious agents. Hidden defects must be notified to us in writing without undue delay, at the latest within 12 days after discovery. Section 377 HGB applies in addition. § 6 paragraph (6) remains unaffected.

(6) We must be given the opportunity for joint determination of the notified complaints and to be present when samples are taken for material testing.

(7) The limitation period for the Customer’s defect claims is one year from the statutory commencement of the limitation period, subject to the following provisions. For an item that has been used for a building in accordance with its customary use and has caused the defectiveness, defect claims shall become time-barred 5 years after transfer of risk. If we have fraudulently concealed a defect, statutory limitation periods apply to any claims for damages. Statutory limitation periods also apply to the limitation of any claims for damages by the Customer due to defects if we are liable for intent or gross negligence, or if the claim for damages is based on injury to life, body or health.

(8) Our warranty for material defects and defects in title is limited in kind to subsequent performance. Within the scope of subsequent performance, we are entitled, at our discretion, to remedy defects or provide replacement delivery. If we fail to fulfill this obligation within a reasonable period or if remedy of defects fails despite repeated attempts, the Customer is entitled to reduce the purchase price or withdraw from the contract. Rescission is excluded if there is only an insignificant defect. Furthermore, insofar as we have provided defect-free partial deliveries, rescission of the entire contract is permissible only if the Customer’s interest in the partial deliveries demonstrably no longer exists. Claims, in particular for reimbursement of expenses or damages, exist only within the scope of the provisions of § 10 below. Replaced parts shall become our property or remain our property and must be returned to us at our expense upon request.

(9) Subsequent performance does not include removal, dismantling or de-installation of the defective item, nor installation, attachment or installation of a defect-free item, if we were not originally obliged to perform these services; the Customer’s claims for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected. For all remedial work or replacement deliveries deemed necessary by us, the Customer must, after consultation with us, grant the necessary time and opportunity. Only in urgent cases endangering operational safety or to avert disproportionately large damage—where we must be informed immediately—does the Customer have the right to remedy the defect itself or through third parties and to demand reimbursement from us of the necessary expenses.

(10) We bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs; however, transport costs only from the place to which the purchased goods were delivered as intended and at most up to the value of the delivered item in defect-free condition.

(11) The expenses necessary for inspection and subsequent performance, in particular transport, travel, labor and material costs as well as, where applicable, removal and installation costs, shall be borne or reimbursed by us in accordance with statutory provisions and these GTC if a defect actually exists. Otherwise, we may demand reimbursement from the Customer for the costs arising from the unjustified request for defect remedy if the Customer knew or should have recognized that no defect existed. The Customer must package the goods appropriately for transport.

(12) Any further processing or installation of goods delivered by us shall always be deemed a waiver of the defect notice to the extent the defect was apparent.

(13) In the event of justified defect complaints, the Customer may withhold payments only to the extent that is proportionate to the material defects that have occurred. If the defect complaint was unjustified, we are entitled to demand reimbursement from the Customer for the expenses incurred as a result.

(14) Defect claims do not exist in the case of only insignificant deviation from the agreed or customary quality or usability, e.g., insignificant deviations in color, dimensions and/or quality or performance characteristics of the products.

(15) Any acknowledgement of material defects requires written form.

(16) Our warranty does not extend to the suitability of the delivered item for the intended use contemplated by the Customer that deviates from customary use, unless such use has been agreed in writing.

(17) Our warranty obligation extends only to the delivery of newly manufactured products. Unless otherwise agreed, used products are sold as inspected (“as is”) with exclusion of any warranty.

(18) We assume no warranty for defects arising for the following reasons: unsuitable or improper use; modifications or repair work carried out without our prior consent; faulty assembly or commissioning by the Customer or third parties; natural wear and tear; faulty or negligent handling—especially excessive stress; unsuitable operating materials; replacement materials; chemical, electrochemical, electronic and electrical influences—unless attributable to us.

(19) No warranty claims exist if the Customer (i) modifies the delivered item or has it modified by third parties and/or (ii) replaces parts of the delivered item not with original spare parts from us but with spare parts from third parties, unless this was necessary due to our delay regarding an obligation incumbent upon us and the fruitless expiry of a grace period set by the Customer, or for other significant reasons to enable contractually compliant use of the delivered item. This does not apply if the Customer proves that the defects in question were not caused by the modifications made by the Customer or the third party or by the third-party spare parts, unless § 9 below provides otherwise.

(20) The Customer’s claims for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c sentence 2, 327 (5), 327u BGB). The Customer’s claims for damages or reimbursement of futile expenses (Section 284 BGB) also exist in the case of defects in the goods only in accordance with § 10 below.

(21) In the event of a breach of duty that does not consist in a material defect, the Customer may withdraw or terminate only if we are responsible for the breach of duty and the statutory requirements are met. A free right of termination by the Customer (in particular pursuant to Sections 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.

(22) If a defect exists in an item or service that we have obtained from a third party, our warranty obligation is limited to assignment of the warranty claims to which we are entitled against the third party. This does not apply if the Customer is unable to obtain performance from the third party; in such case we shall be liable ourselves for such claims of the Customer.

§9
Industrial Property Rights and Copyrights; Defects in Title

(1) Unless otherwise agreed, we are obliged to provide delivery free of third-party industrial property rights and copyrights (collectively “IP Rights”) only within the Federal Republic of Germany.

(2) If use of the delivered item infringes IP Rights, we shall, at our expense, generally procure the right for the Customer to continue using it or modify the delivered item in a manner reasonable for the Customer so that the infringement no longer exists. If this is not possible under economically reasonable conditions or within a reasonable time, the Customer is entitled to withdraw from the contract. Under the stated conditions, we also have the right to withdraw. Furthermore, we shall indemnify the Customer against undisputed or finally adjudicated claims of the respective IP rights holders. Subject to § 8 of these GTC, our obligations above are final in the event of IP rights infringement. They exist only if:

1. the Customer informs us in writing without undue delay of asserted IP rights infringements;
2. the Customer does not acknowledge an infringement;
3. the Customer supports us to a reasonable extent in defending the asserted claims and/or enables us to carry out the modification measures;
4. all defense measures including out-of-court settlements remain reserved to us;
5. the defect in title is not based on an instruction by the Customer; and
6. the infringement was not caused by the Customer’s unauthorized modification of the delivered item or use in a non-contractual manner.

(3) Customer claims are excluded insofar as the Customer is responsible for the infringement of IP Rights.

(4) Customer claims are also excluded if the IP rights infringement is caused by special Customer specifications, by an application not foreseeable by us, or by the Customer modifying the delivered item or using it together with products not delivered by us.

(5) In case of other defects in title, the provisions of § 8 apply accordingly.

(6) Further or other claims of the Customer against us beyond those regulated in this § 9 and in § 10 are excluded.

§10
Liability

(1) We shall not be liable for materials provided by the Customer. No testing of such provided materials will be carried out.

(2) We shall be liable for damages—on whatever legal grounds—only:

1. insofar as intent or gross negligence is attributable to us, our legal representatives or vicarious agents;
2. in cases of culpable injury to life, body or health;
3. in cases of culpable breach of essential contractual obligations;
4. in cases of defects that we fraudulently concealed or the absence of which we guaranteed;
5. insofar as liability exists under the German Product Liability Act for personal injury or property damage to privately used items.

We shall not be liable for any further claims for damages.

(3) An essential contractual obligation is an obligation whose fulfillment enables the proper performance of the contract in the first place and on the observance of which the contracting party regularly relies and may rely.

(4) In the event of a slightly negligent breach of essential contractual obligations (excluding intent and gross negligence), our liability shall be limited to the contract-typical, reasonably foreseeable damage.

(5) The contract-typical foreseeable damage is limited to the value of the affected contractual performance.

§11
Prohibition of Assignment; Right of Retention

(1) The Customer may transfer its rights under this contract in whole or in part to third parties only with our written consent. The same applies to statutory claims of the Customer in connection with the contractual relationship.

(2) The Customer may assert a right to refuse performance or a right of retention only if the counterclaims on which such right is based arise from this contract or are undisputed or have been finally adjudicated.

§12
Export License Requirement

(1) If an export license is required for the deliveries and services to the Customer, the offer is subject to the condition that all permits required for export are granted in due time and to a sufficient extent.

(2) Sovereign acts by authorities regarding export licenses, in particular revocation or restriction of granted permits, shall be deemed force majeure.

(3) In the event of export of the purchased goods, the Customer is obliged to obtain all documents required for export (e.g., export and customs permits, etc.) at its own expense. We are not liable for the legal admissibility of the export of the goods or their compliance with the legal and technical regulations of the importing country. We are also not liable for the goods meeting the state of the art in the importing country.

§13
Place of Performance, Jurisdiction, Applicable Law, Miscellaneous

(1) The place of performance for all claims arising from the business relationship between us and the Customer is Sonnenbühl, Germany.

(2) If the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the business relationship with the Customer, including disputes relating to bills of exchange and cheques, shall be Sonnenbühl. The same jurisdiction applies if the Customer has no general place of jurisdiction in Germany, relocates its domicile or habitual residence outside Germany after conclusion of the contract, or if its domicile or habitual residence is unknown at the time legal action is brought. We are also entitled to sue at the Customer’s registered office.

(3) German law shall apply exclusively to all disputes arising from contracts to which these GTC apply and to all disputes arising from the business relationship between us and the Customer. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law are excluded.

(4) Should individual provisions of these terms be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.