General terms and conditions of sale

§ 1 Scope, form

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

(2) The GTS apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”). Unless otherwise agreed, the GTS in the version valid at the time of the Buyer’s order or, in any case, in the version most recently communicated to him in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(2) The GTS apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”). Unless otherwise agreed, the GTS in the version valid at the time of the Buyer’s order or, in any case, in the version most recently communicated to him in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(4) Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTS. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

(5) Legally relevant declarations and notifications of the Buyer in relation to the contract (e.g. setting of a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the person making the declaration, remain unaffected.

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

§ 2 Conclusion of Contract

(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. The Seller
shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order
including the order documents for the purpose of correction or completion before acceptance; otherwise
the contract shall be deemed not to have been concluded.

(2) The Buyer’s order of the Goods shall be deemed a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of receipt by us.

(3) Acceptance may be declared either in writing, for example by order confirmation, or by delivery of the Goods to the Buyer.

(4) Following registration and successful activation, the buyer is entitled to purchase goods via our online shop. The buyer can select products from our range and collect them in a so-called shopping cart by clicking the ‘Add to shopping cart’ button. By clicking the ‘Order with obligation to pay’ button, the buyer submits a binding offer to purchase the goods contained in the shopping cart. Before submitting the order, the buyer can view and modify the data at any time. Upon completion of this process, we will send the buyer an automated confirmation of receipt by email, which summarizes their order once again. This automated confirmation of receipt does not constitute acceptance of the buyer’s offer; it merely documents that the buyer’s offer has been received by us. A contract is only concluded when we issue a declaration of acceptance, which is sent via a separate email (order confirmation); the delivery of the goods to the buyer shall also be deemed a declaration of acceptance.

(5) We are not obliged to accept offers from the buyer. Silence on our part does not constitute acceptance.

§ 3 Delivery Period and Delay in Delivery

(1) The delivery period shall be agreed individually or specified by us when the order is accepted. If this is not the case, the delivery period shall be approx. two weeks from conclusion of the contract.

(2) If we cannot meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the purchaser of this immediately and at the same time inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already provided by the buyer. In particular, the non-availability of the service in this sense is deemed to be the non-timely delivery by our supplier, if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in individual cases.

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the buyer is required. If we are in default of delivery, the buyer can demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total not more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer did not suffer any damage at all or only a considerably lower damage than the above lump sum.

(4) The rights of the buyer in accordance with § 8 of these GTS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

§ 4 Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be ex warehouse, which shall also be the place of performance for the delivery and any subsequent performance. At the request and expense of the Buyer, the goods shall be shipped to another destination (sale to destination). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer no later than upon handover. In the case of a sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, shall pass already upon delivery of the Goods to the forwarding agent, carrier, or other person or institution designated to carry out the shipment. Handover shall be deemed equivalent if the Buyer is in default of acceptance.

(3) If the Buyer is in default of acceptance, fails to perform an act of cooperation, or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to claim compensation for the resulting damage, including additional expenses, such as storage costs. For this purpose, we shall charge lump-sum compensation of 0.25% of the net price, meaning the delivery value of the Goods, for each calendar day of delay, but in total no more than 5% of the delivery value, or 10% in the event of final refusal of acceptance, beginning with the delivery period or, in the absence of a delivery period, with notification that the Goods are ready for dispatch.

(4) Proof of greater damage and our statutory claims, in particular reimbursement of additional expenses, reasonable compensation, and termination, shall remain unaffected; however, the lump sum shall be offset against any further monetary claims. The Buyer shall be entitled to prove that we have suffered no damage at all or only substantially less damage than the above lump sum.

§ 5 Obligation to cooperate in the event of transport damage and loss

(1) If the goods are damaged in transit, either wholly or in part, or are lost, the customer is obliged to inform us immediately in writing and to cooperate to the necessary extent in determining and settling the damage. This includes, in particular, submitting a declaration of loss or any other declarations requested by the transport service provider or transport insurance company. This cooperation must take place within 7 working days of a corresponding request from us.

(2) If the customer fails to comply with their obligation to cooperate, we are entitled to suspend the settlement of the damage and/or refuse a replacement delivery or refund until full cooperation is provided.

(3) Further statutory claims, in particular for damages due to the breach of obligations to cooperate, shall remain unaffected.

§ 6 Prices and terms of payment

(1) Unless otherwise agreed in the individual case, our prices applicable at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value-added tax where this is to be shown.

(2) In the case of a sale by delivery to a place other than the place of performance, as defined in Section 4(1), the Buyer shall bear the transport costs actually incurred from the warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the Buyer.

(3) The purchase price shall become due and payable upon receipt of the invoice and delivery of the Goods. However, including within the scope of an ongoing business relationship, we shall be entitled at any time to make a delivery, in whole or in part, only against advance payment. We shall declare any such reservation no later than with the order confirmation.

(4) Upon expiry of the above payment period, the Buyer shall be in default. During the period of default, interest shall accrue on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further damages caused by default. With respect to merchants, our claim to commercial maturity interest pursuant to Section 353 of the German Commercial Code (HGB) shall remain unaffected.

(5) The buyer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. The Buyer’s counter rights, in particular in accordance with § 7 Para. 6 Sentence 2 of these GTS, shall remain unaffected.

(6) If, after conclusion of the contract, it becomes apparent, for example through an application for the opening of insolvency proceedings, that our claim to the purchase price is endangered due to the Buyer’s lack of ability to perform, we shall be entitled, in accordance with the statutory provisions, to refuse performance and, where applicable after setting a deadline, to withdraw from the contract pursuant to Section 321 of the German Civil Code (BGB); the statutory provisions regarding the dispensability of setting a deadline shall remain unaffected.

§ 7 Retention of title

(1) We retain title to the Goods sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship, referred to as secured claims.

(2) The Goods subject to retention of title may neither be pledged to third parties nor transferred by way of security before full payment of the secured claims. The Buyer shall notify us in writing without delay if an application for the opening of insolvency proceedings is filed or if third parties access the Goods belonging to us, for example by way of seizure or attachment.

(3) In the event of conduct by the Buyer in breach of contract, in particular in the event of non-payment of the due purchase price, we shall be entitled, in accordance with the statutory provisions, to withdraw from the contract and/or demand the return of the Goods on the basis of the retention of title. The demand for return shall not at the same time constitute a declaration of withdrawal; rather, we shall be entitled merely to demand the return of the Goods and reserve the right to withdraw from the contract. If the Buyer does not pay the due purchase price, we may assert these rights only if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions.

(4) Der Käufer ist verpflichtet, die Kaufsache pfleglich zu behandeln; insbesondere ist er verpflichtet, diese auf eigene Kosten gegen Feuer-, Wasser- und Diebstahlsschäden ausreichend zum Neuwert zu versichern. Sofern Wartungs- und Inspektionsarbeiten erforderlich sind, muss der Kunde diese auf eigene Kosten rechtzeitig durchführen.

(5) Until revoked in accordance with subsection (c) below, the Buyer shall be entitled to resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

a) The buyer hereby assigns to us as security all claims against third parties arising from the resale of the goods or product, either in full or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 shall also apply in consideration of the assigned claims.

b) In addition to us, the buyer remains authorised to collect the claim. We undertake not to collect the claim as long as the buyer fulfils his payment obligations to us, there is no lack of his ability to pay and we do not assert the reservation of title by exercising a right according to paragraph 3. However, if this is the case, we can demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case we are entitled to revoke the buyer’s authority to further sell and process the goods subject to retention of title.

c) If the realisable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the request of the buyer.

§ 8 Claims for defects by the buyer

(1) The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title, including incorrect delivery and short delivery, unless otherwise provided below. In all cases, the statutory special provisions applicable to the final delivery of unprocessed Goods to a consumer shall remain unaffected, even if the consumer has further processed them, supplier recourse pursuant to Section 478 of the German Civil Code (BGB).

(2) The basis of our liability for defects is, above all, the agreement made regarding the quality of the Goods. All product descriptions and manufacturer’s specifications that are the subject of the individual contract or that were publicly announced by us, in particular in catalogues or on our website, at the time of conclusion of the contract shall be deemed to constitute an agreement regarding the quality of the Goods.

(3) If the quality has not been agreed, whether or not a defect exists shall be assessed in accordance with the statutory provisions pursuant to Section 434(1), sentences 2 and 3 of the German Civil Code (BGB). However, we shall assume no liability for public statements made by the manufacturer or other third parties, such as advertising claims, to which the Buyer has not drawn our attention as being decisive for the Buyer’s purchase decision.

(4) As a general rule, we shall not be liable for defects of which the Buyer is aware at the time of conclusion of the contract or of which the Buyer is unaware due to gross negligence pursuant to Section 442 of the German Civil Code (BGB). Furthermore, the Buyer’s claims for defects require that the Buyer has complied with the statutory duties of inspection and notification of defects pursuant to Sections 377 and 381 of the German Commercial Code (HGB). In the case of Goods intended for installation or other further processing, an inspection must in all cases be carried out immediately before processing. If a defect becomes apparent upon delivery, during inspection, or at any later time, we must be notified thereof in writing without delay. In all cases, obvious defects must be notified in writing within five working days from delivery, and defects not discoverable during inspection must be notified in writing within the same period from discovery. If the Buyer fails to carry out the proper inspection and/or to give proper notice of defects, our liability for the defect not notified, or not notified in due time or not properly notified, shall be excluded in accordance with the statutory provisions.

(5) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect, meaning repair, or by delivering an item free from defects, meaning replacement delivery. Our right to refuse subsequent performance under the statutory conditions shall remain unaffected.

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

(7) The Buyer shall give us the time and opportunity necessary for the subsequent performance owed, in particular by handing over the complained-about Goods for inspection purposes. In the event of replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions.

(8) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs, in accordance with the statutory provisions, provided that a defect actually exists. Otherwise, we may demand reimbursement from the Buyer of the costs incurred as a result of the unjustified request for defect remedy, in particular inspection and transport costs, unless the absence of a defect was not recognizable to the Buyer.

(9) If subsequent performance has failed, or if a reasonable deadline to be set by the Buyer for subsequent performance has expired without success or is dispensable under the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. However, in the case of an insignificant defect, there shall be no right of withdrawal. (10) (10) The buyer’s claims for damages or compensation for futile expenses shall exist only in accordance with § 8, even in the case of defects, and shall be excluded in all other respects.

§ 9 Other liability

(1) Insofar as nothing to the contrary results from these GTS including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.

(2) We shall be liable for damages – irrespective of the legal grounds – within the scope of liability for culpability in the case of intent and gross negligence. In the case of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our own affairs; minor breach of duty), for

• auf einer vom Käufer oder dessen Abnehmer vorgenommenen Veränderung, Weiterverarbeitung oder unsachgemäßen Behandlung der Ware beruht,
• a) for damages resulting from injury to life, body or health
• b) for damages resulting from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 shall also apply to third parties as well as to breaches of duty by persons (also in their favour) whose fault we are responsible for according to statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Buyer under the Product Liability Act.

(4) Due to a breach of duty which does not consist of a defect, the buyer may only withdraw or terminate the contract if we are responsible for the breach of duty. In all other respects, the statutory requirements and legal consequences shall apply.

§ 10 Compliance with Sanctions and Embargo Regulations

(1) The Buyer is prohibited from directly or indirectly selling, supplying, transferring, exporting, or otherwise disposing of the Goods (e.g., by way of exchange or gift) to natural persons or entities, or for use in countries or territories, to the extent and for as long as such sale, supply, transfer, export, or other disposition is prohibited or restricted by economic, trade, and/or financial sanctions or embargoes of the United Nations, the European Union, the United States of America, and/or the Federal Republic of Germany. This shall not apply to the extent that such restrictions are contrary to European or German statutory provisions.

(2) The Buyer is further not permitted to sell, deliver, transfer, export, or otherwise transfer the Goods, for example by exchange or gift, to a third party that does not undertake to comply with the provision set out in paragraph 1.

(3) A breach of paragraph 1 or 2 shall constitute a material breach of contract and shall entitle us to withdraw from the contract with immediate effect. Claims for damages are expressly reserved. The Buyer shall be liable for all breaches by its contractual and/or business partners, provided that and to the extent that we incur damage as a result of a breach by the Buyer’s contractual and/or business partners of the provision set out in paragraph 1.

§ 11 Other liability

(1) Insofar as nothing to the contrary results from these GTS including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.

(2) We shall be liable for damages, irrespective of the legal grounds, within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability, such as care in one’s own affairs or insignificant breach of duty, only

1. a) for damages resulting from injury to life, body or health
2. b) for damages resulting from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 shall also apply to third parties as well as to breaches of duty by persons (also in their favour) whose fault we are responsible for according to statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Buyer under the Product Liability Act.

(4) Soweit wir nach Abs. 2 Satz 2 haften, ist unsere Haftung der Höhe nach begrenzt auf den Nettowarenwert der jeweils betroffenen Lieferung; bei Serienmängeln auf den Nettowert der konkret mangelbehafteten Charge. Eine Haftung für mittelbare Schäden, insbesondere entgangenen Gewinn, Produktionsausfall, Nutzungsausfall, Datenverlust, Finanzierungskosten oder Vertragsstrafen Dritter, ist – außer in den Fällen von Vorsatz oder grober Fahrlässigkeit – ausgeschlossen.

(4) Due to a breach of duty which does not consist of a defect, the buyer may only withdraw or terminate the contract if we are responsible for the breach of duty. In all other respects, the statutory requirements and legal consequences shall apply.

(6) Die sich aus Abs. 2 ergebenden Haftungsbeschränkungen gelten auch gegenüber Dritten sowie bei Pflichtverletzungen durch Personen (auch zu ihren Gunsten), deren Verschulden wir nach gesetzlichen Vorschriften zu vertreten haben.

(6) The limitations of liability resulting from paragraph 2 shall also apply in favor of third parties as well as in the event of breaches of duty by persons (including in their favor) whose fault we are required to account for pursuant to statutory provisions.

§ 12 Limitation period

(1) Notwithstanding § 438 (1) No. 3 German Civil Code, BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery.

(2) The aforementioned limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 German Civil Code, BGB) would lead to a shorter limitation period in individual cases. Claims for damages of the buyer according to § 8 para. 2 sentence 1 and sentence 2(a) as well as according to the Product Liability Act shall become statute-barred exclusively according to the statutory limitation periods.

§ 13 Online-Shop

Use of our online shop is reserved exclusively for entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and requires prior registration and activation by us. There is no entitlement to activation for our online shop; we reserve the right to exclude individual persons from using the online shop. The data requested by us during registration will be processed by us in accordance with our privacy policy. Revocation of consent to the processing of personal data entitles us to block access to the online shop.

§ 14 Choice of law and place of jurisdiction

1) The law of the Federal Republic of Germany shall apply to these GTS and the contractual relationship between us and the Buyer to the exclusion of international uniform law, in particular the UN Sales Convention.

(2) If the Buyer 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 – also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Hamburg, Germany. The same applies if the buyer is an entrepreneur within the meaning of § 14 German Civil Code, BGB. In all cases, however, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTS or a prior individual agreement or at the general place of jurisdiction of the buyer. Priority statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

Marc 2026