Terms of use

General conditions of Sale, delivery and payment of Fischer & Honsel GmbH, 59755 Arnsberg

1 General information, scope of application

(1) These General Conditions of Sale apply to all our business relations with our customers (hereinafter "Buyer"). The General Conditions of Sale shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) Our General Conditions of Sale apply exclusively. Any deviating, conflicting or supplementary General Conditions of Sale of the Buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, e.g. even if we make delivery to the Buyer without reservation in knowledge of the Buyer's General Conditions of Sale.

(3) Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these General Terms of Sale. A written contract or our written confirmation shall be decisive for the content of such agreements.

(4) Legally relevant declarations and notifications to be made to us by the Buyer after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing to be effective.

2 Conclusion of contract

1) Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - over which we reserve ownership rights and copyrights.

(2) The order of the goods by the Buyer is considered a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of receipt by us.

(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer.

(4) All agreements made with our representatives in any form whatsoever shall be deemed to be an offer to our company within the meaning of § 2 (1) of these General Conditions of Sale and shall require our written confirmation. The representatives are not authorised to act in the name and on behalf of our company. Otherwise, §2 (2) and (3) shall apply accordingly.

(5) Our agents are not entitled to collect payments.

3 Delivery period and delay in delivery

(1) The delivery period is only binding for us if it is agreed individually.

(2) If we are unable to meet binding delivery times for reasons for which we are not responsible (non-availability of the performance), we shall inform the Buyer of this immediately and at the same time inform them of the expected new delivery time. If the performance 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 payment already made by the Buyer. In particular, the non-availability of the service in this sense shall be deemed to be the non-timely delivery by our supplier, provided that we have concluded a congruent covering transaction. Our statutory rights of withdrawal and termination as well as the statutory provisions on the performance of the contract in the event of an exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected. The Buyer's rights of withdrawal and termination in accordance with § 8 of these General Conditions of Sale shall also remain unaffected.

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions.

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

(1) Delivery is always ex our factory excluding packaging and with the calculation of shipping costs. In the case of delivery by lorry, a delivery charge of 5% of the net order value will be charged. Postal consignments are always delivered carriage forward. Shipment is always at the risk of the recipient, even if, in exceptional cases, delivery is carriage paid.

(2) If the Buyer has not issued any shipping instructions, we shall select the cheapest transport route determined by us to the best of our knowledge and belief. A surcharge of 1 % of the net value of the goods shall be levied for the inner packaging. Cardboard and parcel packaging will be invoiced at cost price. Cardboard and parcel packaging cannot be returned. A deduction of the cardboard boxes or the inner packaging is excluded.

(3) If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall charge a flat-rate compensation of 3.5% of the net price (delivery value) for each completed calendar week of the delay in acceptance, but not more than 30% of the delivery value in total. Our claim for lump-sum compensation shall arise either on expiry of the agreed delivery date through the fault of the customer or, failing that, on expiry of a deadline for acceptance to be set by the customer, but no later than the point in time at which the customer has finally and seriously refused acceptance.

5 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply ex works, plus the statutory value added tax.

(2) If a delivery period of more than 4 weeks has been agreed on, we shall be entitled to pass on to the Buyer any increases in costs for procurement, manufacture, delivery and assembly or similar, including those caused by changes in legislation (e.g. increase in value added tax), which have occurred in the meantime.

(3) Reference is made to our payment terms on the invoices.

The Buyer shall be in default of payment on expiry of the payment period stated on the invoices.

(4) The purchase price shall bear interest at the statutory arrears interest rate applicable at the time of default. We reserve the right to assert further damages caused by default. Our claim to the commercial interest on arrears (§ 353 HGB) against merchants shall remain unaffected.

(5) The customer shall only be entitled to rights of offset or retention if their claim has been legally established, is undisputed and ready for decision, unless his counterclaims are part of a synallagmatic relationship.

(6) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the Buyer's lack of ability to pay (e.g. due to an application to open insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§321 BGB). In the case of contracts for the manufacture of unreasonable items (custom-made products), we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

6 Retention of title

(1) We reserve title to the goods sold until all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

(2) The goods subject to retention of title may not be pledged to third parties or transferred by way of security before full payment of the secured claims. The Buyer must inform us immediately in writing if and to the extent that third parties have access to the goods belonging to us.

(3) If the Buyer acts in breach of contract, in particular if they fail to pay the due purchase price, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the reservation of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the goods and reserve the right to withdraw from the contract. If the Buyer does not pay the due purchase price, we can only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.

(4) The Buyer is 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) Retention of title extends to the full value of the products resulting from the processing, mixing or combination of our goods, whereby we are considered the manufacturer. If a third party's right of ownership remains in effect after processing, mixing or combining with goods of a third party, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. For the rest, the same shall apply to the object created by processing, mixing or combining as to the goods delivered under retention of title.

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

(c) In addition to us, the Buyer remains authorised to collect the claim. We agree not to collect the claim as long as the Buyer meets their payment obligations to us, are not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other defect in their ability to pay. 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.

(d) 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.

7 Claims for defects from the Buyer

(1) For the rights of the Buyer in the event of material defects and defects of title (including wrong and short delivery as well as improper assembly or faulty assembly instructions), the statutory provisions shall apply, unless otherwise specified below. In all cases, the statutory special regulations remain unaffected in the case of final delivery of the goods to a consumer (supplier recourse according to §§ 478, 479 BGB).

(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. All product descriptions which are the subject of the individual contract are deemed to be an agreement on the quality of the goods; it is irrelevant whether the product description originates from the Buyer, the manufacturer or from us.

(3) Insofar as the quality has not been agreed, the statutory regulation (§ 434 (1) sentences 2 and 3 BGB) shall apply for the determination of whether a defect is present or not. However, we do not assume any liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The Buyer's claims for defects presuppose that the Buyer has fulfilled their statutory obligations to examine and give notice of defects (§§ 377, 381 HGB). If a defect is revealed during the inspection or later, this must be reported to us immediately in writing. The notification shall be deemed to be without delay if it is made within ten days, whereby the timely dispatch of the notification shall be sufficient to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the Buyer must give written notice of obvious defects (including wrong and short delivery) within ten days of delivery, whereby timely dispatch of the notice is sufficient to meet the deadline. If the Buyer fails to properly examine and/or notify us of defects, our liability for the defect not notified is excluded.

5) If the delivered item is defective, we may initially choose whether we provide subsequent performance by eliminating the defect (rectification of defects) or by delivering a defect-free item (replacement delivery). Our right to refuse the chosen type of subsequent performance under the statutory conditions remains unaffected.

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

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

(8) We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect is actually present. If, however, a demand for rectification of the defect by the Buyer turns out to be unjustified, we may demand reimbursement of the expenses incurred by us from the Buyer.

(9) In urgent cases, e.g. if operational safety is endangered or in order to prevent disproportionately significant damage, the Buyer has the right to remedy the defect themselves and to demand compensation from us for the expenses objectively necessary for this. We are to be informed immediately, if possible in advance, of such self-remedy. The right to self-remedy shall not exist if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

(10) If the supplementary performance has failed or a reasonable period of time to be set by the Buyer for the supplementary performance has expired without success or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right to withdraw from the contract.

(11) Claims from the Buyer for damages or compensation for futile expenditure shall only exist in accordance with § 8 and shall be excluded in all other respects.

8 Other liability

(1) Unless otherwise provided in these General Conditions of Sale including the following provisions, we shall be liable for the breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) We shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable

1. a) for damages resulting from injury to life, body or health
2. b) for damages resulting from the violation of an essential contractual obligation (obligation whose fulfilment is essential for the proper performance 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 any foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to 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. A free right of termination by the Buyer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9 Limitation period

(1) Notwithstanding § 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence on acceptance.

(2) If, however, the goods are a building or an object that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory regulation (§ 438 para. 1 no. 2 BGB). Special statutory provisions for recourse claims of third parties in rem (§ 438 para. 1 No. 1 BGB), in the event of fraudulent intent of the seller (§ 438 para. 3 BGB) and for claims in supplier recourse in the event of final delivery to a consumer (§ 479 BGB) shall also remain unaffected.

(3) The above limitation periods of the sales laws 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 BGB) would lead to a shorter limitation period in individual cases. The limitation periods of the Product Liability Act shall remain unaffected in any case. In all other respects, the statutory limitation periods shall apply exclusively to the Buyer's claims for damages under § 8.

10 Choice of law and legal venue

1) The law of the Federal Republic of Germany shall apply to these General Conditions of Sale and the entire legal relationship between us and the Buyer, excluding all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. Conditions and effects of the retention of title according to § 6 are, however, subject to the law of the respective location of the item, insofar as the choice of law made in favour of German law is inadmissible or ineffective.

(2) Insofar as the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - legal venue for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Arnsberg. However, we are also entitled to take legal action at the general legal venue of the Buyer.

Version: 06/2022

General conditions of Sale, delivery and payment of FH Lighting GmbH, 59755 Arnsberg

1 General information, scope of application

(1) These General Conditions of Sale apply to all our business relations with our customers (hereinafter "Buyer"). The General Conditions of Sale shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) Our General Conditions of Sale apply exclusively. Any deviating, conflicting or supplementary General Conditions of Sale of the Buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, e.g. even if we make delivery to the Buyer without reservation in knowledge of the Buyer's General Conditions of Sale.

(3) Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these General Terms of Sale. A written contract or our written confirmation shall be decisive for the content of such agreements.

(4) Legally relevant declarations and notifications to be made to us by the Buyer after conclusion of the contract (e.g. setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing to be effective.

2 Conclusion of contract

1) Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - over which we reserve ownership rights and copyrights.

(2) The order of the goods by the Buyer is considered a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of receipt by us.

(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer.

(4) All agreements made with our representatives in any form whatsoever shall be deemed to be an offer to our company within the meaning of § 2 (1) of these General Conditions of Sale and shall require our written confirmation. The representatives are not authorised to act in the name and on behalf of our company. Otherwise, §2 (2) and (3) shall apply accordingly.

(5) Our agents are not entitled to collect payments.

3 Delivery period and delay in delivery

(1) The delivery period is only binding for us if it is agreed individually.

(2) If we are unable to meet binding delivery times for reasons for which we are not responsible (non-availability of the performance), we shall inform the Buyer of this immediately and at the same time inform them of the expected new delivery time. If the performance 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 payment already made by the Buyer. In particular, the non-availability of the service in this sense shall be deemed to be the non-timely delivery by our supplier, provided that we have concluded a congruent covering transaction. Our statutory rights of withdrawal and termination as well as the statutory provisions on the performance of the contract in the event of an exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance) shall remain unaffected. The Buyer's rights of withdrawal and termination in accordance with § 8 of these General Conditions of Sale shall also remain unaffected.

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions.

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

(1) Delivery is always ex our factory excluding packaging and with the calculation of shipping costs. In the case of delivery by lorry, a delivery charge of 5% of the net order value will be charged. Postal consignments are always delivered carriage forward. Shipment is always at the risk of the recipient, even if, in exceptional cases, delivery is carriage paid.

(2) If the Buyer has not issued any shipping instructions, we shall select the cheapest transport route determined by us to the best of our knowledge and belief. A surcharge of 1 % of the net value of the goods shall be levied for the inner packaging. Cardboard and parcel packaging will be invoiced at cost price. Cardboard and parcel packaging cannot be returned. A deduction of the cardboard boxes or the inner packaging is excluded.

(3) If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall charge a flat-rate compensation of 3.5% of the net price (delivery value) for each completed calendar week of the delay in acceptance, but not more than 30% of the delivery value in total. Our claim for lump-sum compensation shall arise either on expiry of the agreed delivery date through the fault of the customer or, failing that, on expiry of a deadline for acceptance to be set by the customer, but no later than the point in time at which the customer has finally and seriously refused acceptance.

5 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply ex works, plus the statutory value added tax.

(2) If a delivery period of more than 4 weeks has been agreed on, we shall be entitled to pass on to the Buyer any increases in costs for procurement, manufacture, delivery and assembly or similar, including those caused by changes in legislation (e.g. increase in value added tax), which have occurred in the meantime.

(3) Reference is made to our payment terms on the invoices.

The Buyer shall be in default of payment on expiry of the payment period stated on the invoices.

(4) The purchase price shall bear interest at the statutory arrears interest rate applicable at the time of default. We reserve the right to assert further damages caused by default. Our claim to the commercial interest on arrears (§ 353 HGB) against merchants shall remain unaffected.

(5) The customer shall only be entitled to rights of offset or retention if their claim has been legally established, is undisputed and ready for decision, unless his counterclaims are part of a synallagmatic relationship.

(6) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the Buyer's lack of ability to pay (e.g. due to an application to open insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§321 BGB). In the case of contracts for the manufacture of unreasonable items (custom-made products), we may declare our withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

6 Retention of title

(1) We reserve title to the goods sold until all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

(2) The goods subject to retention of title may not be pledged to third parties or transferred by way of security before full payment of the secured claims. The Buyer must inform us immediately in writing if and to the extent that third parties have access to the goods belonging to us.

(3) If the Buyer acts in breach of contract, in particular if they fail to pay the due purchase price, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the reservation of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the goods and reserve the right to withdraw from the contract. If the Buyer does not pay the due purchase price, we can only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.

(4) The Buyer is 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) Retention of title extends to the full value of the products resulting from the processing, mixing or combination of our goods, whereby we are considered the manufacturer. If a third party's right of ownership remains in effect after processing, mixing or combining with goods of a third party, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. For the rest, the same shall apply to the object created by processing, mixing or combining as to the goods delivered under retention of title.

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

(c) In addition to us, the Buyer remains authorised to collect the claim. We agree not to collect the claim as long as the Buyer meets their payment obligations to us, are not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other defect in their ability to pay. 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.

(d) 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.

7 Claims for defects from the Buyer

(1) For the rights of the Buyer in the event of material defects and defects of title (including wrong and short delivery as well as improper assembly or faulty assembly instructions), the statutory provisions shall apply, unless otherwise specified below. In all cases, the statutory special regulations remain unaffected in the case of final delivery of the goods to a consumer (supplier recourse according to §§ 478, 479 BGB).

(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. All product descriptions which are the subject of the individual contract are deemed to be an agreement on the quality of the goods; it is irrelevant whether the product description originates from the Buyer, the manufacturer or from us.

(3) Insofar as the quality has not been agreed, the statutory regulation (§ 434 (1) sentences 2 and 3 BGB) shall apply for the determination of whether a defect is present or not. However, we do not assume any liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The Buyer's claims for defects presuppose that the Buyer has fulfilled their statutory obligations to examine and give notice of defects (§§ 377, 381 HGB). If a defect is revealed during the inspection or later, this must be reported to us immediately in writing. The notification shall be deemed to be without delay if it is made within ten days, whereby the timely dispatch of the notification shall be sufficient to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the Buyer must give written notice of obvious defects (including wrong and short delivery) within ten days of delivery, whereby timely dispatch of the notice is sufficient to meet the deadline. If the Buyer fails to properly examine and/or notify us of defects, our liability for the defect not notified is excluded.

5) If the delivered item is defective, we may initially choose whether we provide subsequent performance by eliminating the defect (rectification of defects) or by delivering a defect-free item (replacement delivery). Our right to refuse the chosen type of subsequent performance under the statutory conditions remains unaffected.

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

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

(8) We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, if a defect is actually present. If, however, a demand for rectification of the defect by the Buyer turns out to be unjustified, we may demand reimbursement of the expenses incurred by us from the Buyer.

(9) In urgent cases, e.g. if operational safety is endangered or in order to prevent disproportionately significant damage, the Buyer has the right to remedy the defect themselves and to demand compensation from us for the expenses objectively necessary for this. We are to be informed immediately, if possible in advance, of such self-remedy. The right to self-remedy shall not exist if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

(10) If the supplementary performance has failed or a reasonable period of time to be set by the Buyer for the supplementary performance has expired without success or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right to withdraw from the contract.

(11) Claims from the Buyer for damages or compensation for futile expenditure shall only exist in accordance with § 8 and shall be excluded in all other respects.

8 Other liability

(1) Unless otherwise provided in these General Conditions of Sale including the following provisions, we shall be liable for the breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) We shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable

1. a) for damages resulting from injury to life, body or health
2. b) for damages resulting from the violation of an essential contractual obligation (obligation whose fulfilment is essential for the proper performance 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 any foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to 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. A free right of termination by the Buyer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9 Limitation period

(1) Notwithstanding § 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence on acceptance.

(2) If, however, the goods are a building or an object that has been used for a building in accordance with its usual purpose and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory regulation (§ 438 para. 1 no. 2 BGB). Special statutory provisions for recourse claims of third parties in rem (§ 438 para. 1 No. 1 BGB), in the event of fraudulent intent of the seller (§ 438 para. 3 BGB) and for claims in supplier recourse in the event of final delivery to a consumer (§ 479 BGB) shall also remain unaffected.

(3) The above limitation periods of the sales laws 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 BGB) would lead to a shorter limitation period in individual cases. The limitation periods of the Product Liability Act shall remain unaffected in any case. In all other respects, the statutory limitation periods shall apply exclusively to the Buyer's claims for damages under § 8.

10 Choice of law and legal venue

1) The law of the Federal Republic of Germany shall apply to these General Conditions of Sale and the entire legal relationship between us and the Buyer, excluding all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. Conditions and effects of the retention of title according to § 6 are, however, subject to the law of the respective location of the item, insofar as the choice of law made in favour of German law is inadmissible or ineffective.

(2) Insofar as the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - legal venue for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Arnsberg. However, we are also entitled to take legal action at the general legal venue of the Buyer.

Version: 06/2022