BORGMANN&CLAUSEN GMBH

General conditions of sale
§ 1 General, scope

(1) Our conditions of sale apply exclusively; opposing or
Recognize customer conditions that deviate from our sales conditions
We do not accept them unless we have expressly confirmed their validity in writing
agreed. Our conditions of sale apply even if we are in
Knowledge of any conflicting or deviating terms and conditions of sale
Conditions of the customer will carry out delivery to the customer without reservation.

(2) All agreements between us and the customer for the purpose of execution
of this contract are made in writing in this contract
laid down.

(3) Agreements made between the contracting parties in individual cases
(including additional agreements, additions and changes) always have priority
before these terms and conditions.

(4) Our terms and conditions of sale only apply to entrepreneurs within the meaning of Section 310 Paragraph 1 BGB.

§ 2 Offer, offer documents

(1) If the order qualifies as an offer in accordance with Section 145 of the German Civil Code (BGB), we can do so
accept within 2 weeks.

(2) We reserve the right to illustrations, drawings, calculations and other documents
Property and copyrights. This also applies to written documents that are:
are marked “confidential”. Before passing it on to third parties, the customer requires us
express written consent.

§ 3 Prices, payment conditions

(1) Unless otherwise stated in the order confirmation, our prices apply from
Warehouse”, excluding packaging; this will be invoiced separately.

(2) Statutory VAT is not included in our prices; she will be in
statutory amount shown separately on the invoice on the day of invoicing.

(3) The deduction of cash discounts requires a special written agreement.

(4) Unless otherwise stated in the order confirmation, the purchase price is net
(without deductions) due for payment within 21 days from the invoice date. These apply
legal rules regarding the consequences of late payment.

(5) The customer is only entitled to offsetting rights if his counterclaims
have been legally established, are undisputed or have been recognized by us. In addition, he is for
to exercise a right of retention to the extent that his counterclaim is based on the
based on the same contractual relationship.

§ 4 Delivery time

(1) The start of the delivery time specified by us requires the clarification of all technical matters
Questions ahead.

(2) Compliance with our delivery obligation also requires timely and
proper fulfillment of the customer’s obligation. The objection of not
The fulfillment of the contract remains reserved.

(3) If the customer defaults on acceptance or culpably injures others
Obligations to cooperate, we are entitled to claim the damage we incur in this respect,
including any additional expenses. Further claims
remain reserved.

(4) If the requirements of paragraph (3) are met, there is a risk of accidental damage
Loss or accidental deterioration of the purchased item at the time of
The customer is notified in which he or she has defaulted on acceptance or is a debtor.

(5) We are liable in accordance with the statutory provisions, insofar as the underlying ones
The purchase contract is a fixed transaction within the meaning of Section 286 Paragraph 2 No. 4 BGB or Section 376 HGB. We
are also liable in accordance with the statutory provisions if, as a result, one of us is liable
In the event of a delay in delivery, the customer is entitled to assert that it is his interest
the further fulfillment of the contract has ceased to apply.

(6) We are also liable in accordance with the statutory provisions if the delay in delivery is due to a
is based on intentional or grossly negligent breach of contract for which we are responsible; a
The fault of our representatives or vicarious agents is to be attributed to us. Unless the
Delay in delivery is not due to an intentional breach of contract for which we are responsible
is based, our liability for damages is typically foreseeable
damage occurring is limited.

(7) We are liable in accordance with the statutory provisions to the extent that we are responsible
Delay in delivery is due to a slightly negligent breach of essential obligations (duties,
the violation of which jeopardizes the achievement of the purpose of the contract) or on a violation
of cardinal duties (duties whose fulfillment ensures the proper implementation of the
The contract is made possible in the first place and the customer must regularly ensure compliance with this agreement
familiar), but only for the foreseeable, contract-typical damage. For
We are not liable for slightly negligent breaches of obligations other than those listed above.

(8) Furthermore, in the event of a delay in delivery, we are liable for every completed week of delay
Within the scope of a flat-rate compensation for delay amounting to 3% of the delivery value,
maximum, however, not more than 15% of the delivery value.

(9) Further legal claims and rights of the customer remain reserved.

§ 5 Transfer of risk, packaging costs

(1) Unless otherwise stated in the order confirmation, delivery is “ex warehouse”.
agreed.

(2) Separate agreements apply to the return of packaging.

(3) If the customer requests it, we will make the delivery by a
stock up on shipping insurance; The customer bears the costs incurred in this regard.

§ 6 Liability for defects

(1) Claims for defects by the customer require that they have made their claims in accordance with Section 377 of the German Commercial Code (HGB).
has properly complied with the obligations to investigate and give notice of complaints.

(2) If there is a defect in the purchased item, the customer is at his own discretion
Supplementary performance in the form of remedying a defect or delivering a new one free of defects
matter justified. In the event of remedying the defect, we are obliged to do everything for the purpose of
Expenses required to remedy the defect, in particular transport, travel, labor costs
and material costs must be borne, provided that these do not increase as a result of the purchased item
was transported to a location other than the place of performance.

(3) If subsequent fulfillment fails, the customer is entitled to withdraw from the contract at his own discretion
or to demand a reduction.

(4) We are liable in accordance with the statutory provisions if the customer
asserts claims for damages based on intent or gross negligence,
including intent or gross negligence on the part of our representatives or
vicarious agents. Unless we are accused of an intentional breach of contract
liability for damages is limited to those that are foreseeable and typically occur
Damage limited.

(5) We are liable in accordance with the statutory provisions if we are culpably responsible for a material
Contractual obligations (obligations whose violation endangers the achievement of the purpose of the contract)
as well as cardinal duties (duties whose fulfillment requires proper implementation
of the contract is made possible in the first place and the customer must regularly ensure that these are adhered to
familiar), but only for the foreseeable, contract-typical damage.
We are not liable for slightly negligent violations of obligations other than those listed above.

(6) If the customer is entitled to compensation for damage instead of performance,
our liability also within the scope of paragraph (3) for replacement of the foreseeable,
damage that typically occurs.

(7) Liability for culpable injury to life, body or
Health remains unaffected; This also applies to the mandatory liability according to the
Product Liability Act.

(8) Unless otherwise stipulated above, liability is excluded.

(9) The limitation period for claims for defects is 12 months, calculated from
Transfer of risk.

(10) The limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains
untouched; it is five years, calculated from delivery of the defective item.

§ 7 Total liability

(1) Any further liability for damages than provided for in Section 6 is – without
Consideration of the legal nature of the asserted claim – excluded. this applies
in particular for claims for damages due to negligence when concluding the contract
other breaches of duty or due to tortious claims for compensation
Property damage according to § 823 BGB.

(2) The limitation according to paragraph (1) also applies if the customer instead of a claim
Compensation for damages, compensation for useless expenses instead of performance.

(3) To the extent that liability for damages towards us is excluded or limited
this also applies with regard to our personal liability for damages
Employees, employees, employees, representatives and vicarious agents.

§ 8 Retention of title

(1) We retain ownership of the purchased item until all payments have been received
the delivery contract. If the customer behaves in breach of contract, in particular
If payment is delayed, we are entitled to take back the purchased item. In the withdrawal
the purchase item by us constitutes a withdrawal from the contract. We are after taking back the
Purchased item authorized to sell it, the proceeds from the sale are on the liabilities
of the customer – less appropriate utilization costs.

(2) The customer is obliged to treat the purchased item with care; in particular he is
obliged to protect this at your own expense against fire, water and theft damage
adequately insured for new value. If maintenance and inspection work is required
are required, the customer must carry this out in a timely manner at his own expense.

(3) In the event of seizures or other interventions by third parties, the customer must notify us immediately
in writing so that we can file a lawsuit in accordance with Section 771 ZPO. So far
the third party is unable to reimburse us for the judicial and extrajudicial costs
To file a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incur.

(4) The customer continues to do so in the ordinary course of business
sell; However, he already assigns to us all claims in the amount of the final invoice amount
(including VAT) from our claim against him from the resale
its buyers or third parties, regardless of whether the purchased item
was resold without or after processing. To collect this claim
the customer remains authorized even after the assignment. Our authority, the demand itself
to collect remains unaffected by this. However, we undertake not to accept the claim
to be collected as long as the customer meets his payment obligations from the collected
the proceeds, does not default on payment and, in particular, does not submit an application
Composition or insolvency proceedings have been opened or payments have been suspended
is present. However, if this is the case, we can demand that the customer provide us with this
assigned claims and their debtors, all necessary for collection
provides information, hands over the relevant documents and gives the debtors (third parties).
notifies of assignment.

(5) The processing or transformation of the purchased item by the customer is always for us
performed. If the purchased item is sold with other items that do not belong to us
processed, we acquire co-ownership of the new item in proportion to the value
of the purchased item (final invoice amount, including VAT) to the others processed
items at the time of processing. This applies to the item resulting from processing
otherwise the same as for the purchased item delivered under reservation.

(6) If the purchased item becomes inseparable from other items that do not belong to us
mixed, we acquire co-ownership of the new item in proportion to the value
of the purchased item (final invoice amount, including VAT) mixed with the others
objects at the time of mixing. If the mixing takes place in such a way that
If the customer’s item is to be viewed as the main item, it is agreed that the customer
transfers proportional co-ownership to us. The customer keeps what is created in this way
Sole ownership or co-ownership for us.

(7) The customer also assigns to us the claims to secure our claims against him
from the connection of the purchased item with a property against a third party
adult.

(8) We undertake to provide the securities to which we are entitled at the customer’s request
to the extent that the realizable value of our securities is to be secured
exceeds claims by more than 10%; the selection of the securities to be released
is our responsibility.

§ 9 Place of jurisdiction, place of performance

(1) If the customer is a merchant, our place of business is the place of jurisdiction; however, we are
entitled to sue the customer at his place of residence.

(2) The law of the Federal Republic of Germany applies; the validity of the UN Convention on Contracts for the International Sale of Goods is
excluded.

(3) Unless otherwise stated in the order confirmation, this is our place of business
Place of fulfillment.