Terms and Conditions

General Terms and Conditions of Purchase of Siegfried Jacob GmbH & Co. KG

Section 1 General – Scope
(1) Our Terms and Conditions of Purchase apply exclusively; we reject any terms and conditions of the supplier contrary to or deviating from our Terms and Conditions of Purchase, unless we have expressly agreed to their validity. This shall apply irrespective of whether the supplier's terms and conditions contradict our terms and conditions of purchase. Our Terms and Conditions of Purchase shall apply even if we accept the supplier's delivery without reservation with knowledge of terms and conditions of the supplier contrary to or deviating from our Terms and Conditions of Purchase. We herewith expressly object to any deviating terms and conditions of our contract partner. This objection also applies against any priority declared by the contract partner of its general terms and conditions, particularly terms and conditions of sale or of delivery. This objection also applies if the contract partner has given these a particular form.
(2) All agreements which are made between the supplier and us for the purpose of executing this contract shall be set down in writing in this contract.
(3) Our Terms and Conditions of Purchase apply only vis-à-vis entrepreneurs pursuant to Section 310 paragraph 1 of the German Civil Code (BGB) and vis-à-vis public law entities.
(4) These Terms and Conditions of Purchase apply to all business transactions between the supplier and us, even if they are no longer explicitly mentioned in subsequent contracts.
(5) These Terms and Conditions of Purchase apply to all contracts between the supplier and us concerning the purchase of materials, objects, products, details, software and to all related services (goods) as well as to all contracts for the performance of work by the supplier.

Section 2 Offer
(1) An order shall be considered placed only if drawn up by us in writing or, in the case of verbal or telephone orders, confirmed by us in writing, unless otherwise agreed on a case-by-case basis. Our orders must be confirmed by the supplier in writing without undue delay. If we do not receive this confirmation of the order within 6 days of receipt of the order, our order shall be deemed accepted unchanged. In this regard, Section 362 of the German Commercial Code (HGB) is considered expressly agreed between the parties.
(2) In its offer the supplier must exactly adhere to the inquiry and expressly point out any deviations in writing. Quantity and quality deviations from the text and content of our order and subsequent amendments to the contract shall be deemed agreed only when we have expressly confirmed them in writing. Additional deliveries and/or performances that go beyond the contractually agreed scope may be executed by the supplier only after the conclusion of a corresponding prior contract addendum (order by us and corresponding acceptance by the supplier or supplementary offer by the supplier and acceptance by us).
(3) The supplier assures that the goods delivered to us are his free and unencumbered property.
(4) In the case of import and export transactions or such transactions that are based on a foreign transaction, our agreements are subject to the approval of the competent authorities.

Section 3 Prices - Payment Terms
(1) The price shown in the order shall be binding. It is a fixed lumpsum price, also in case of multi-delivery contracts, that includes all expenses necessary for effecting the performance. Unless otherwise agreed, the packaging is not included in the sale. In this respect, we are neither obligated to pay the purchase price nor to accept the goods for sale. Upon request, the packaging will be returned to the supplier against reimbursement of our freight costs. In this case, the transport risk shall be borne by the supplier. The price includes delivery "free domicile", including packaging, customs, insurance and freight. The return of the packaging requires special agreement.
(2) We can only process invoices if they – as stipulated in our order – indicate the order number shown in our order; the supplier is responsible for all consequences resulting from non-compliance with this obligation unless it proves that it is not responsible for these.
(3) The place of performance of the supplier's claim for payment shall be Glinde. Unless otherwise agreed, invoices of the supplier shall be settled net cash upon receipt and test without objections of the goods at our warehouse or at our receiving plant.
Unless otherwise agreed in writing, we shall pay the purchase price within 14 days of delivery and receipt of the invoice, provided that the purchased item is free of defects.
We are entitled to set off from our payment any claims we may have against the supplier, irrespective of the legal grounds. In the case of return of material for quality or other reasons, the supplier shall be obliged to return to us without delay any payments made by us for such goods, with interest from the date of our payment. In addition, we shall have the right to retain material which has not been accepted by us, insofar as the same has already been paid for in whole or in part, until receipt of the repayment.
(4) Delays caused by incorrect or incomplete invoices shall not adversely affect the discount period. Payments on account are permitted and due only against provision of an openended, absolute contract performance guarantee amounting to 10% of the total net order value. If we do not yet acquire ownership of the delivered parts underlying the claim for a payment on account, an advance payment guarantee in the amount of the requested payment on account shall be a further prerequisite for a payment on account.
(5) We shall have the rights of set-off and of retention to the extent provided by law This shall also apply in particular to claims which have arisen to us from or in connection with other legal relationships with the supplier.

Section 4 Delivery Time
(1) The delivery time indicated in the order shall be binding. Agreed delivery periods commence on the date of the order. The arrival of the delivery at the receiving location specified by us is decisive for the purpose of ascertaining compliance with the delivery periods and delivery dates.
(2) The supplier is obliged to inform us in writing without undue delay, stating the reasons and the expected duration of the delay, if circumstances arise or become apparent to it which indicate that the agreed delivery schedule cannot be adhered to.
(3) In the absence of an agreement regarding a delivery time, the supplier will be in default if it does not adhere to the delivery time that is reasonable and usual in the circumstances.
(4) The supplier is entitled to effect part deliveries or part performances only with our prior written consent. We are entitled to refuse to accept goods delivered prior to the agreed date or, if we do accept these, to charge a reasonable storage fee, unless otherwise expressly agreed. Deliveries by the supplier may be made only on business days, exclusively from Monday to Thursday, between 7.30am and 4pm, and on Fridays merely between 7.30am and 12pm.
(5) The ownership of the goods or work performances shall pass to us without reservation upon their delivery.

Section 5 Passing of Risk – Documents – Packaging
(1) Unless otherwise agreed in writing, deliveries shall be made free domicile. The supplier is responsible for the proper packaging of the delivery. The transport shall be at the supplier's risk. This shall apply even if we have exceptionally agreed to assume the transport costs; in this case the supplier must choose the mode of transport specified by us, otherwise the cheapest mode of transport and delivery for us. The supplier is obligated to take out transport insurance, regardless of whether the supplier itself bears the transport risk. The supplier must assign the claim against the transporter insurer to us to the extent required to meet our claims. The costs of the transport insurance must be borne by the supplier.
(2) The supplier is obligated to precisely indicate our order number on all shipping documents and delivery notes; the supplier shall prepare cost neutral transport documentation in accordance with our specifications with regard to the language, form and layout to be used (notification of the readiness for dispatch, dispatch note, packing list, preference documents, certificates of origin); if the supplier fails to do so, we shall be not be responsible for the resulting processing delays.
(3) The supplier shall ensure that the export customs clearance is carried out by using the corresponding customs tariff number in accordance with the nationally applicable laws and regulations. The following documents are required for import customs clearance within the European Union:
 Invoice
 Transport documents (e.g., waybill)
 ANNEX VII (if relevant)
 Packing list
 Proof of preferential origin (if applicable)
 Other (if relevant)
(4) In case of sales contracts the risk only passes to us upon the receipt of the goods.
(5) Unless otherwise agreed, invoices and any necessary accompanying documents shall be sent to our postal address in the original by letter post. Electronic invoices (e.g., e-mail invoicing) are only permissible with our express approval.
(6) The supplier shall ensure that the goods/services meet all agreed specifications as well as all legal and technical requirements (e.g., safety regulations for products).

Section 6 Defect Inspection – Liability for Defects
(1) We are obligated to inspect the goods for any quality and quantity deviations within a reasonable period; the complaint will be timely if it is received by the supplier within a period of 2 weeks of receipt of the goods or, in the case of hidden defects, of their discovery. The requirement to inspect the goods and make a complaint in respect of a defect immediately on receipt of the goods pursuant to Section 377 HGB is excluded to the extent specified above.
(2) We are entitled to the statutory claims based on defects in full; in any case we are entitled to demand of the supplier, at our option, remedying of the defects or delivery of a new item. The supplier must reimburse us for all expenses associated with the subsequent performance ("Nacherfüllung"), particularly transport, travel, labour and material costs. This applies even if the expenses increase because a purchased or delivered item was, after being delivered, delivered to our customers as intended.
The supplier must also compensate for consequential damage caused by a defect and economic losses, particularly loss of production. The recoverable damage also includes the ancillary costs associated with any removal of damage, such as dismantlement and installation costs, material costs, travel expenses and freight, labour provision costs and especially costs associated with the ascertainment and assessment of the damage and defect, e.g., expert's fees.
Defective goods shall be returned at the risk and expense of the supplier. If we, at the supplier's request, take over the packaging of the returned goods or we otherwise take measures for the return, any liability for non-personal injury is excluded unless intent or gross negligence are imputable to us.
(3) We are entitled to remedy the defect ourselves at the supplier's expense if the supplier defaults in remedying the defect within a reasonable period set by us.
(4) The limitation period is 36 months from the transfer of risk, unless the mandatory provisions of Sections 445b and 478 BGB apply or the law provides for a longer limitation period. For repaired defects or newly delivered goods the warranty period recommences each time. Any written notice of defects given by us shall interrupt the limitation period for 8 weeks from receipt of the notice of defects unless a more extensive interruption of the limitation period is provided for by law.
(5) If a procurement risk and/or a guarantee is expressly assumed in its order confirmation/its offer the supplier will be strictly liable.
(6) The supplier shall be obliged to carefully inspect goods or services supplied to it by third parties to ensure that they are free of defects, in a manner appropriate to the respective goods. He shall not use any subsuppliers known to him as not completely reliable.

Section 7 Compliance and Sustainability (1) In the case of a delivery of goods, the supplier warrants that in acquiring or manufacturing such goods:

all laws, regulations, statutes or formal rules or requirements of the country of origin;
any sanctions or trade restrictions imposed by rule, regulation or law, e.g., of the U.S. or the EU; and
all applicable United Nations conventions/regulations in the areas of human rights, environment and safety have been observed. (2) The supplier undertakes to comply with all applicable laws, regulations and directives or other rules on combating bribery and corruption, in particular the relevant laws of the USA and the United Kingdom, hereinafter collectively referred to as "Regulations", and not to carry out any actions, activity or conduct (such as requesting, offering, promising, granting, giving or receiving unlawful payments or other benefits) which constitutes a criminal offense under the said Regulations. The supplier undertakes to inform us immediately of any circumstance that could constitute a violation of the aforementioned regulations.
(3) The supplier shall comply with the principles of the United Nations Global Compact and the core labor standards of the International Labor Organization (ILO), which include, but are not limited to, the following:
Compliance with national laws regarding basic employee rights, compensation and working hours, occupational health and safety standards, environmental regulations and environmental protection standards;
the prevention and prohibition of all forms of child labor;
the prohibition of all forms of discrimination;
the prohibition of all forms of slave labor; and
the prohibition of bribery and corruption. The supplier shall inform its business partners about these basic principles and requirements and support them in complying with these standards. The supplier shall take these factors into account when selecting its business partners.
(4) The supplier undertakes to inform us immediately of any circumstances that could constitute a violation of the aforementioned provisions.
(5) A violation of this clause constitutes a material breach of contractual obligations and entitles us to terminate the contract without notice.

Section 8 General Provisions
(1) The assignment of claims under any contract by the supplier is not permitted without our written consent.
(2) Offsetting by the supplier or the assertion of a right of retention by the supplier is excluded, unless the supplier's counterclaim has been legally established, is undisputed or has been acknowledged by us.
(3) All employees or agents of the supplier entering our premises are obliged to comply with the company regulations applicable to the premises, in particular the guidelines for external companies. In particular, the employees and agents are obliged to submit to the usual gate check and, if there is a justified reason, to a physical search. The supplier is obliged to inform his employees and commissioned third parties accordingly and to obtain their consent to these regulations. The stay on the company premises is associated with dangers for persons and is at the own risk of the supplier or companies commissioned by him. The supplier is responsible for taking protective measures for his own people and equipment and for the benefit of third parties against the risk of accidents and hazards, including fire. On our premises, it is obligatory to wear personal protective equipment (helmet, shoes in accordance with the regulations, protective goggles, long trousers, special clothing if necessary). Instructions given by us, in particular by our safety personnel, must be followed without restriction. The supplier is obliged to ensure cleanliness and order and to dispose of waste and residual materials after delivery/service in accordance with the factory regulations.
(4) Amendments and supplements as well as termination of agreements concerned including these Terms and Conditions must be in writing in order to be valid. This also applies to this requirement of writing; however, individual agreements shall always have priority. Transmission by fax or by email suffices to comply with the requirement of writing. (5) Should any of the provisions of these Terms and Condition be invalid or show a gap, the validity of the other provisions shall not be affected thereby. The invalid provisions shall be replaced and the gap in the provisions filled by an appropriate provision, the economic purpose of which comes closest, to the extent permitted by law, to what the contracting parties intended or would have intended based on the spirit and purpose of these Terms and Conditions if they had considered the point.

Section 9 Limitation of liability (1) We shall be liable in the event of intent and gross negligence. Otherwise, liability is excluded. This applies in particular to liability for loss of production, lost interest claims and lost profits.
(2) However, the aforementioned limitation of liability shall not apply to claims based on injury to health, body or life.
(3) Furthermore, the limitation of liability shall not apply to the breach of such obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the supplier may regularly rely (so-called "cardinal obligations") as well as to the breach of obligations, the fulfillment of which we are liable for due to an agreed guarantee. In the event of a slightly negligent breach of cardinal obligations, however, our liability shall be limited to the damage typically foreseeable at the time of conclusion of the contract.
(4) Our liability in those cases in which a limitation of liability is prohibited by law shall remain unaffected.

Section 10 Force Majeure (1) We shall not be responsible in the event of force majeure and due to events that make it significantly more difficult or impossible for us to accept the delivery/service from our supplier - this also includes operational disruptions, strikes, lockouts, lack of personnel, lack of means of transport, official orders, epidemics or pandemics, etc., even if they occur at our customers or their customers - subject to the following paragraphs - even in the case of bindingly agreed deadlines and dates.
(2) In the aforementioned cases, we shall be entitled to postpone acceptance of the delivery or service for the duration of the hindrance plus a reasonable start-up period.
(3) In the aforementioned cases, we shall owe the supplier neither damages nor reimbursement of expenses. This shall not apply - subject to § 9 - if we are at fault or if we have to accept the fault of a third party.
(4) If the hindrance lasts longer than three months, the customer shall be entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the part not yet performed.

Section 11 Jurisdiction – Place of Performance – Choice of Law (1) If the supplier is a merchant and unless a different exclusive place of jurisdiction results from the law, the Regional Court of Hamburg shall have exclusive jurisdiction for all legal disputes between the supplier and us; however, we are entitled also to file a legal complaint against the supplier with the court at the supplier's principal place of business. (2) Unless otherwise stipulated in the order, our principal place of business is the place of performance. (3) All legal relationships between the supplier and us are exclusively governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the connecting factors in the rules of Private International Law.

General Terms and Conditions of Sale and Delivery of Siegfried Jacob GmbH & Co. KG

Section 1 General – Scope
(1) Our Terms and Conditions of Sale and Delivery (hereinafter referred to as "Terms of Sale" or "Terms of Delivery") apply exclusively; we reject any terms and conditions of the customer contrary to or deviating from our Terms of Sale, unless we have expressly agreed to their validity in writing. Our Terms of Sale shall apply even if we execute the delivery to the customer without reservation with knowledge of terms and conditions of the customer contrary to or deviating from our Terms of Sale. We herewith expressly object to any deviating terms and conditions of our contract partner. This objection also applies against any priority declared by the contract partner of its general terms and conditions, particularly terms and conditions of purchase. This objection also applies if the contract partner has given these a particular form.
(2) All agreements which are made between the customer and us for the purpose of executing this contract are set down in writing in this contract.
(3) Our Terms of Sale apply only vis-à-vis entrepreneurs within the meaning of Section 310 paragraph 1 of the German Civil Code (BGB) and vis-à-vis public law entities.
(4) These Terms of Delivery apply to all business transactions between the customer and us, even if they are no longer explicitly mentioned in subsequent contracts.
(5) These Terms of Delivery apply to all contracts between the customer and us concerning the sale of materials, objects, products, details, software and to all related services (goods) as well as to all contracts for the performance of work by us.

Section 2 Offer – Offer Documents
(1) If the customer's order can be qualified as an offer pursuant to Section 145 BGB we can accept it within 2 weeks. Our order confirmations are subject to the reservation as to our obtaining supplies ourselves to the extent that we deliver goods manufactured or delivered by third parties. Our offers are not binding. Documents accompanying the offer, such as illustrations, drawings, weights and measurements, as well as our prospectuses are not binding, unless they are expressly designated as binding.
(2) We reserve ownership and copyright of illustrations, drawings, calculations and other documents. This also applies to such written documents which are marked "confidential". The disclosure of the above documents to third parties as well as making copies or duplicates require our prior written consent.
The above applies by analogy to any software included in the delivery. This may only be used on the delivered system (machine). Any utilization by third parties is prohibited. The customer must observe rights of third parties and, in particular, licence agreements, as an obligation on its part.
(3) We are entitled to change the design or manufacture of the delivery items to the extent that this can be reasonably expected of the customer, taking account of our interests. The benchmark for reasonableness is, on the customer's part, the impacts on the value and functionality of the delivery items and, on our part, technical, in particular production requirements.

Section 3 Prices - Payment Terms
(1) Unless otherwise specified in the order confirmation, our prices are "ex works", excluding packaging. Packaging, customs, taxes and duties, freight and insurance are billed separately.
(2) VAT is not included in our prices; if it accrues, it shall be indicated separately in the invoice at the statutory rate on the invoice date.
(3) Checks and bills of exchange are accepted only by prior agreement and only on account of performance.
(4) Unless otherwise specified in the order confirmation, the purchase price is payable without any deduction within 10 days of the invoice date. The legal provisions concerning the consequences of default in payment apply. If the customer definitely stops its payments and/or a petition is filed for the institution of insolvency proceedings or judicial or extrajudicial composition proceedings against its assets, we shall also be entitled to withdraw from the contract for the not yet fulfilled part.
(5) The customer shall have rights of set-off and of retention only if its counterclaims have been confirmed by a final and absolute court judgment, are uncontested or are recognized by us. Moreover, it is permitted to assert a right of retention – without prejudice to the foregoing qualification – only with regard to counterclaims originating from the same contractual relationship.
(6) We are entitled to execute the outstanding deliveries or performances only against advance payments or security if circumstances become known after the conclusion of the contract which are likely to significantly reduce the customer's creditworthiness and jeopardize payment of our outstanding claims by the customer under the respective contract (including under other individual orders to which the same framework contract applies).
(7) The pricing is based on the material and energy prices, taxes, freight rates, wages and salaries as well as other production costs known on the date of the offer. If there is a gap of more than four months between the date of the conclusion of the contract and delivery and the cost of materials and energy, taxes, freight rates, wages and salaries and other production costs or statutory levies increase in the period between the date of the conclusion of the contract and delivery for reasons for which we are not responsible, we shall be entitled to increase the agreed price, disclosing the affected parts of the original calculation and specifying the increased cost factors relative to the scope of the cost increase, in order to compensate for the cost increase, and to charge the increased price as per the delivery date.
(8) If payment by instalments is agreed and an instalment is not paid in due time, the entire balance will be due for payment immediately.

Section 4 Delivery Time
(1) Stated delivery times are not binding unless they are expressly agreed as binding. If delivery times are binding accordingly, they shall commence from the date of the binding order confirmation at the earliest. An agreed delivery period shall only begin as soon as all details for the execution of the delivery and performance have been clarified and, in particular, the customer has made available the information, documents and materials to be obtained by it. If cash in advance or a payment on account is agreed, a prerequisite to commencement of the delivery time is that the customer has paid the agreed price or made the agreed payment on account. The date of delivery to the forwarder, carrier or other third party entrusted with the transportation or, if this cannot take place for reasons for which we are not responsible, the notification of the readiness for dispatch shall be decisive for the purpose of ascertaining compliance with delivery periods and delivery dates.
(2) In the event of unforeseen impediments beyond our control, the delivery period shall be extended by the duration of the impediment. This particularly applies to cases of force majeure. Failure to cooperate and requests of the customer for changes or supplementation of the delivery/performance likewise lead to a postponement of the dates or extension of the periods by the duration of the delay.
(3) Compliance with our delivery obligation further presupposes timely and proper fulfilment of the customer's obligations. The defence of non-performance of the contract remains reserved.
(4) Even if binding dates and periods are agreed, we shall not be responsible for delays in delivery and performance due to force majeure and due to events, which make it more difficult or impossible for to effect the delivery – including subsequently arising material procurement difficulties, interruptions of operations, strike, lockout, shortage of staff, lack of means of transport, orders by the authorities, etc., even they occur at our suppliers or their suppliers. Such delays entitle us to postpone the delivery or performance for the duration of the impediment plus a reasonable start-up period or to withdraw from the contract wholly or partly with regard to the part not yet performed. Alternatively, we shall be entitled, in the event that the ordered product is not available for the abovementioned reasons despite timely planning, to deliver an equivalent product in terms of quality and price instead of the ordered product.
If the impediment lasts longer than three months, the customer will be entitled after granting a reasonable extension of time to withdraw from that part of the contract not yet performed.
(5) We are entitled to effect partial performances and partial deliveries at all times unless a partial delivery or partial performance is not reasonable for the customer or has been contractually excluded.
(6) If the customer is in default of acceptance or if it culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage suffered by us in this regard, including any additional expenses. More extensive claims or rights remain reserved.
(7) If the customer ist in default of acceptance, the risk of accidental loss or of accidental deterioration of the object of sale or of the work shall pass to the customer at the time at which the customer is in default of acceptance.
(8) Claims of the customer for damages caused by default, particularly for damages due to delay and damages in lieu of performance pursuant to Sections 280 and 281 BGB are excluded. This exclusion of liability does not apply
a) to damage resulting from injury to life, the body or health that is caused by a negligent breach of duty by us or an intentional or negligent breach of duty of one our legal representatives or "Erfüllungsgehilfen" (persons employed in performing a contractual obligation for whom the principal is vicariously liable),
b) to other damages caused by a grossly negligent breach of duty by us or an intentional or grossly negligent breach of duty of one of our legal representatives or "Erfüllungsgehilfen",
c) to mandatory liability criteria under the German Product Liability Act (ProdHaftG) and
d) to culpable – even only slightly negligent – breach of a material contractual duty by us (in this case, however, liability for damages is limited to the foreseeable, typically occurring damage in case of slight negligence).
(9) In the event that a call-off period or a (also non-binding) delivery period or delivery date has been agreed, we shall be authorized, in the event that we have requested the customer to accept the goods to no avail, to cancel or invoice the quantities not called off in whole or in part; in this case, the invoice date shall be deemed to be the delivery date and the risk shall pass to the customer upon issuance of the invoice.

Section 5 Passing of Risk – Packaging Costs
(1) Unless otherwise specified in the order confirmation, delivery shall be ex works. The risk shall pass to the customer at the moment the delivery leaves our factory.
Deliveries and shipment are always made for the account and at the risk of the customer. Partial deliveries are permitted and will be invoiced individually. In the case of orders with approximate quantities, up to 10% more or less delivery may be made.
(2) The mode of dispatch and packaging are subject to the dutifully exercised discretion of the seller. The risks pass to the customer upon delivery of the delivery item (the start of the loading process is decisive) to the forwarder, carrier or other third party entrusted with the dispatch at the latest, unless an earlier passing of risk is provided for in Section 4 paragraphs (6) and (7) or by law. This applies even if partial deliveries or performances are effected or we have taken on additional performances, e.g. dispatch, carriage, assembly or installation. If the dispatch or delivery is delayed due to a circumstance caused by the customer, the risk shall pass to the customer from the day on which we are ready for dispatch and have notified the customer of this. Storage costs after the passing of risk must be borne by the customer. If we carry out the storage, the storage costs shall amount to 0.15% of the invoice amount of the delivery items to be stored per full week. The right to assert and prove additional or lower storage costs remains reserved.
In the case of contracts for work and services the risk passes to the customer upon the acceptance at the latest, unless an earlier passing of risk is provided for in Section 4 paragraphs (6) and (7) or by law. This applies even if partial deliveries or performances are effected or we have taken on additional performances, e.g. dispatch, carriage, assembly or installation.
(3) Separate agreements apply for taking back packaging. The transport packaging must be disposed of by the customer at its expense.
(4) If desired by the customer we shall take out transport insurance covering the delivery, the costs of which shall be borne by the customer. Unless the customer has given instructions to the contrary, we shall determine the means of transport, the route and the transport insurance without being responsible for ensuring that the quickest or cheapest option is granted.
In case of damage to or loss of the delivery items in transit the customer must arrange with the carrier for a fact finding without undue delay.

Section 6 – Liability for Defects
(1) Claims of the customer based on defects presuppose that the customer has duly performed its obligations to carry out an inspection and to give a notice of defects owed under Section 377 of the German Commercial Code (HGB). In particular, the customer must give written notice of obvious defects without undue delay, but within 4 days of receipt of the delivery at the latest. Any transport damage must be immediately noted on the delivery note and notified to the forwarder, carrier or other third party entrusted with the transportation. Other defects, which cannot be discovered within this period even after careful examination, must be notified in writing without undue delay after discovery. Otherwise, delivered items shall be deemed approved.
(2) The warranty is excluded for damage caused by the following reasons: unsuitable or improper use by the customer or third parties, natural wear and tear, faulty or negligent handling, unsuitable operating resources, chemical, electromechanical or electrical influences, etc., provided that we are not responsible for the above circumstances.
(3) If the object of sale has a defect, we shall be obligated to take subsequent remedial measures ("Nacherfüllung"), being entitled to choose between remedying the defect or delivering a new defect-free item. In the event of the defect being remedied or in the event of a replacement we shall be obligated to bear all the expenses necessary for the subsequent performance, particularly transport, travel, labour and material costs provided that these do not increase because the object of sale was taken to a place other than the place of performance.
(4) The rights to withdraw from the contract or to reduce the purchase price are available to the customer in accordance with the statutory provisions.
(5) Claims of the customer for damages caused by defects particularly for damages in lieu of performance pursuant to Sections 280 and 281 BGB are excluded. This exclusion of liability does not apply
a) to damage resulting from injury to life, the body or health that is caused by a negligent breach of duty by us or an intentional or negligent breach of duty of one of our legal representatives or "Erfüllungsgehilfen",
b) to other damages caused by a grossly negligent breach of duty by us or an intentional or grossly negligent breach of duty of one of our legal representatives or "Erfüllungsgehilfen",
c) to mandatory liability criteria under the German Product Liability Act (ProdHaftG) and
d) to culpable – even only slightly negligent – breach of a material contractual duty by us, in the fulfilment of which the customer may trust to a special degree (in this case, however, liability for damages is limited to the foreseeable, typically occurring damage in the case of slight negligence).
(6) The limitation period for claims based on defects (material defects and defects of title) is 12 months from the passing of risk. The above limitation rules do not apply in the cases mentioned under paragraph 5) lit a) to d) or in the event of a guarantee being assumed for the quality of the delivery item; in these cases the statutory limitation period applies.
(7) If a notice of defects by the customer proves unjustified, the customer shall be obliged to reimburse us for all proven expenses incurred because of the notice of defects as a result of inspecting the alleged defect or remedying the alleged defect.

Section 7 Limitation of Liability
(1) We shall be liable in the event of intent and gross negligence. Otherwise, liability is excluded. This applies in particular to liability for loss of production, lost interest claims and lost profits.
(2) However, the aforementioned limitation of liability shall not apply to claims based on injury to health, body or life.
(3) Furthermore, the limitation of liability shall not apply to the breach of such obligations, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the supplier may regularly rely (so-called "cardinal obligations") as well as to the breach of obligations, the fulfillment of which we are liable for due to an agreed guarantee. In the event of a slightly negligent breach of cardinal obligations, however, our liability shall be limited to the damage typically foreseeable at the time of conclusion of the contract.
(4) Our liability in those cases in which a limitation of liability is prohibited by law shall remain unaffected.

Section 8 Reservation of Ownership (1) We reserve ownership of the object of sale until fulfilment of all claims, including future and conditional claims arising from the business relationship between the customer and us. In the event of breach of contract by the customer, particularly default in payment, we shall be entitled to take back the object of sale. Our taking back the object of sale constitutes withdrawal from the contract. After taking back the object of sale we shall be entitled to realize the same; the realization proceeds shall be offset against the customer's liabilities, less reasonable realization costs.
(2) The customer is obligated to treat the object of sale with care, in particular, the customer is obligated to insure the object of sale adequately against damage caused by fire, water and theft at the replacement value at its expense.
(3) In case of attachments or other interferences by third parties, the customer must inform us in writing without undue delay to enable us to file a legal complaint pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a legal complaint pursuant to Section 771 ZPO, the customer shall be liable for the loss incurred by us.
(4) The customer is entitled to resell the object of sale in the ordinary course of business; however, the customer hereby already assigns to us all claims equivalent to the final invoice amount (including VAT) of our claim, which accrue to it as a result of the resale against its customers or third parties, irrespective of whether the object of sale was resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our right to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets its payment obligations from the collected proceeds, does not default in payment and particularly no petition has been filed for institution of composition or insolvency proceedings and payments have not been suspended. If this is the case, we may demand that the customer informs us of the assigned claims and their debtors, furnishes all the information required for the collection of the sums due, hands over the relevant documents and notifies the debtors (third parties) of the assignment.
(5) The processing or transformation of the object of sale by the customer is always done for us as manufacturer without our incurring any obligations as a result. If the object of sale is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the same proportion as the value of the object of sale (final invoice amount including VAT) to the other processed items at the time of the processing. Otherwise, the same shall apply to the item resulting from the processing as to the object of sale delivered subject to a reservation.
(6) If the object of sale is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the same proportion as the value of the object of sale (final invoice amount including VAT) to the other processed items at the time of the mixing. If the mixing is done in such a manner that the customer's item must be considered to be the main item, it is understood that the customer will transfer prorata co-ownership to us. The customer shall preserve the thus arising sole ownership or co-ownership for us according to the standards of liability applicable to a prudent merchant.
(7) To secure our claims against the customer, the customer shall also assign to us the claims against a third party arising from joining the object of sale to real property.
(8) We undertake to release, at the customer’s request, the securities to which we are entitled to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; selection of the securities to be released is incumbent on us.

Section 9 General Provisions
(1) The assignment of claims under this contract by the customer is not permitted without our written consent.
(2) Set-off by the customer or the assertion of a right of retention by the customer is excluded unless the customer's counterclaim has been confirmed by a final and absolute court judgment, is uncontested or is recognized by us.
(3) We are entitled, within the scope of the German Federal Data Protection Act (BDSG), to store data on transactions in goods and payment transactions with the customer to the extent permitted.
(4) Amendments and supplements as well as termination of agreements concerned including these Terms and Conditions must be in writing in order to be valid. This also applies to this requirement of writing. Transmission by fax suffices to comply with the requirement of writing; otherwise, telecommunication transmission, particularly by email, is not sufficient.
(5) Should any of the provisions of these Terms be invalid or show a gap, the validity of the other provisions shall not be affected thereby. The invalid provisions shall be replaced and the gap in the provisions filled by an appropriate provision, the economic purpose of which comes closest, to the extent permitted by law, to what the contracting parties intended or would have intended based on the spirit and purpose of these Terms if they had considered the point.
(6) If the customer is under an obligation to pay damages in lieu of performance (e.g., for non-performance of a material contractual obligation, particularly to pay the agreed purchase price/the agreed compensation for the work, after being set a deadline that has expired) we may demand of our contract partner, taking back the delivery item, lumpsum damages of 15 % of the agreed purchase price or compensation for the work. Our contract partner is at liberty to prove that our damage is actually lower. We reserve the right to assert a higher claim for damages in accordance with the statutory provisions.

Section 10 Jurisdiction – Place of Performance – Choice of Law
(1) If the customer is a merchant and unless a different exclusive place of jurisdiction results from the law, the Regional Court of Hamburg shall have exclusive jurisdiction for all legal disputes between the customer and us; however, we are entitled also to file a legal complaint against the customer with the court at the customer's principal place of business.
(2) Unless otherwise stipulated in the order, our principal place of business is the place of performance.
(3) All legal relationships between the customer and us are exclusively governed by the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the connecting factors in the rules of Private International Law.