General Terms and Conditions of Sale and Delivery
by PTZ Weidner, owner Andreas Weidner

§ 1 General

• 1. These General Terms and Conditions of Sale and Delivery apply exclusively to entrepreneurs, legal entities under public law and special public funds within the meaning of § 310 para. 1 of the German Civil Code.
• 2. All our deliveries and services are made exclusively on the basis of the following terms and conditions; these are part of all our offers, order confirmations and contracts for goods deliveries and other services, including in ongoing business relationships. The buyer’s terms and conditions of purchase are hereby contradicted. They will not be recognized even if we do not explicitly object to them again after receiving them from us. Acceptance of our delivery or service is considered acceptance of our General Terms and Conditions of Sale and Delivery.
• 3. Deviations from these terms and conditions will only take effect if we expressly confirm them in writing. These terms and conditions also apply to all future business relationships, even if the terms and conditions are not agreed upon separately again

§ 2 Offers, Prices, Withdrawal from Contract

• 1. Our offers are free of charge; interim sales are reserved. Orders from the customer require our express written acceptance (order confirmation) for them to be legally valid. This can be replaced within the ongoing business relationship by the order-based delivery of the goods.
• 2. The agreed prices are subject to the condition that the data on which the order is based remains unchanged. Value added tax is also calculated at the statutory rate. Our prices do not include packaging, transport costs, or any transport insurance that may be provided at the customer’s request.
• 3. If our purchase prices increase for reasons beyond our control (e.g., official measures, price increases by our suppliers) or if freight, duties, or fees are introduced or increased after the conclusion of the contract, we are entitled –even in the case of freight-free and/or duty-free delivery– to change the price accordingly, unless the agreed price has been expressly designated as a fixed price. 2 547-14
• 4. Sketches, designs, failure patterns, tools and similar preliminary work initiated by the client will be calculated even if no contract is concluded. The customer may not make the aforementioned items accessible to third parties or exploit them themselves or have them exploited.
• 5. Subsequent changes to the order made at the request of the customer will be charged.
• 6. We are entitled to withdraw from the contract if circumstances become known that result in a deterioration of the customer’s solvency or assets and the customer is unwilling to perform step by step or provide security despite being asked to do so, setting a reasonable deadline. Such circumstances in the aforementioned sense include, in particular, protests against bills of exchange and checks, the non-discountability of bills of exchange, attachment measures, and the filing of an application for the opening of insolvency proceedings.

§ 3 Payment Terms

• 1. Unless otherwise agreed, our invoices are payable net within 14 days of the invoice date.
• 2. If the payments made by the customer are insufficient to settle all debts, then – even in the case of a different provision by the customer – the oldest debt in each case will be settled. If interest and/or costs have been incurred, a service that is insufficient to pay off the entire debt will, contrary to sentence 1, first be credited towards the oldest costs, then towards the oldest interest, and finally, in accordance with sentence 1, towards the main service.
• 3. We are entitled to charge interest at a rate of 9 percentage points above the respective statutory base interest rate from the due date. Furthermore, we are entitled, after the occurrence of payment default, to make all outstanding claims against the customer due and to perform owed services only against advance payment or equivalent collateral. The same applies in the event of a deterioration in the customer’s creditworthiness that occurs after the conclusion of the contract or that becomes known to us after the conclusion of the contract and that jeopardizes our fulfillment of existing payment obligations.
• 4. Bills of exchange are only accepted by express agreement. Bills of exchange and checks are only considered payment after they have actually been cashed. Costs and expenses incurred during redemption will be borne by the customer.
• 5. We will invoice the customer for all costs caused by late payment, such as late payment fees, collection charges, and the like. 3 547-14
• 6. Withholding payments based on counterclaims we dispute but which have not yet been legally established, or offsetting them against counterclaims we dispute but which have not yet been legally established, is not permissible.

§ 4 Delivery, Delivery points

• 1. The dates and deadlines we have mentioned are non-binding unless expressly agreed otherwise in writing.
• 2. Delivery times begin on the date of order confirmation. Should information from the customer be required to complete the order, delivery deadlines will begin no earlier than the time we receive the necessary information. When manufacturing defect samples, delivery deadlines begin no earlier than the time the customer accepts the defect samples as being in accordance with the contract.
• 3. Delays in delivery due to force majeure or other unforeseen events beyond our control that make delivery significantly more difficult or impossible –this includes in particular strikes, official orders, lawful lockouts– entitle us to postpone deliveries or services for the duration of the disruption plus a reasonable start-up period or, in the event of impossibility, to withdraw from the contract in whole or in part because of the part not yet fulfilled. We will inform the customer as soon as possible about the unavailability of the delivery and its expected duration. If the delay lasts longer than one calendar month, the customer is entitled, after setting a reasonable grace period following the expiry of this period, to withdraw from the contract with regard to the part that has not yet been fulfilled. Insofar as claims for damages exist in the event of our fault, § 8.

applies

• 4. Correct and timely self-delivery remains reserved, unless we are responsible for the non-delivery. We are entitled to partial benefits to a reasonable extent

§ 5 Transfer of risk, transport costs

• 1. Unless expressly agreed otherwise, the delivery condition „ex works“ generally applies to every order, which means that the seller makes the goods available to the buyer in his establishment or at another designated location, e.g. factory, warehouse. The seller does not need to load the goods onto a means of transport for collection, nor does he need to release them for export if necessary.
• 2. Upon delivery by us or vehicles driving on our behalf, the risk passes to the customer upon handover to the customer at the destination.
• 3. In other cases, the risk passes to the customer as soon as the goods have been handed over to the person carrying out the transport or have left our warehouse for dispatch.
• 3. Without the conditions of paragraphs 2 or 3, the risk passes to the customer if the latter defaults on acceptance. In the event of a delay in acceptance, we are entitled to calculate reasonable storage costs.
• 4. Transport and all other single-use packaging in accordance with the Packaging Ordinance will not be withdrawn; pallets are excluded. The customer is obliged to ensure proper disposal of the packaging at their own expense. Reusable packaging will be credited if it is returned to us free of charge in undamaged and sorted condition within 3 months of the invoice date. The customer is under no circumstances entitled to make the packaging available to third parties or to use it for any purpose other than that intended for them.

§ 6 Retention of title, transfer of risk, transport costs

• 1. The sold items remain our property until all claims to which we are entitled from the business relationship against the customer are fulfilled, including future claims arising from contracts concluded simultaneously or later. This also applies if one or all of the receivables have been included in a current invoice and the balance has been drawn and recognized.
• 2. The customer is revocably entitled to resell the goods subject to retention of title (reserved goods) in the ordinary course of business. Other dispositions, in particular pledges or security transfers, are not permitted.
• 3. The customer is already assigning us, as a form of fulfillment, all claims arising from the resale against his customers or third parties; we accept this assignment upon conclusion of the contract. If the reserved goods are resold together with other goods in which we do not own, the customer’s claim against his customers is deemed assigned in the amount of the delivery price agreed between us and the customer. We revocably authorize the customer to collect the claims assigned to us on his behalf.
• 4. The processing of goods subject to reservation of rights is always carried out for us by the customer, without any obligation on our part. If the goods subject to reservation are processed or inseparably mixed together with other goods not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods subject to reservation to the value of the other processed or mixed goods at the time of processing or mixing.
• 5. The customer is obliged to properly store and treat the reserved goods for us with care. The same applies to items newly created through processing or mixing.
• 6. In the event of threatened access by third parties to the goods subject to reservation of rights, especially in the case of seizure, the purchaser must appropriately point out our property and notify us immediately. Paragraph 5, sentence 2 applies accordingly.
• 7. In the event of breach of contract by the customer, in particular in the event of late payment, we are entitled to reclaim the goods subject to reservation of title and to revoke or withdraw from the contract the authority to dispose of them in ordinary business (paragraph 2 sentence 1) and the direct debit authorization (paragraph 3 sentence 3). In the withdrawal of the goods subject to reservation by us, a withdrawal from the contract only occurs if we expressly declare this in writing. After the withdrawal of the goods subject to reservation, we are in any case entitled to exploit the goods subject to reservation, taking into account the proceeds –less reasonable costs of use – on the customer’s liabilities. Paragraph 5, sentence 2 applies accordingly.
• 8. If, in connection with the payment of the purchase price by the customer, we establish a reciprocal liability, the retention of title and the underlying claim arising from deliveries of goods do not expire before the customer redeems the bill of exchange as the drawee.
• 9. If the value of the existing collateral exceeds the receivables to be secured by more than 10%, we are obligated to release the collateral upon written request from the customer; the selection of collateral to be released depends on our choice.

§ 7 Nature of the goods

The quality of the goods is defined only as that described in product descriptions, specifications, markings, etc., unless otherwise agreed. When manufacturing defective samples that the customer has accepted as being in accordance with the contract, their nature applies.

§ 8 Defect Remediation

• 1. We guarantee defects in the goods at our discretion through replacement delivery or repair.
• 2. Obvious defects can only be claimed immediately after receipt of the goods and must be confirmed in writing by our driver or the transport company. Hidden defects must be reported to us immediately upon their discovery. Failure to comply with the statutory investigation and/or the aforementioned obligation to object will preclude the assertion of warranty claims. In the event of improper storage, treatment or processing by the customer, the right to claim any defects is excluded, unless the customer proves at their own expense that the defects are to be represented by us. Furthermore, the client bears the full burden of proof for all eligibility requirements, in particular for the defect itself, for the time at which the defect arose and for the timeliness of the notification of defects.
• 3. Insofar as we seriously and definitively refuse performance, refuse to remedy the defect and re-performance due to disproportionate costs, or the re-performance fails or is unreasonable, the customer may, at his option, demand a reduction or withdraw from the contract. The right of withdrawal does not apply to the customer if there is only a minor breach of contract or if we are not responsible for the breach of duty that is deficient. For any claims for damages, § 9 applies.
• 4. We offer the customer no guarantees regarding the nature of the item. Any guarantees from third parties remain unaffected and must be asserted directly against them.

§ 9 Limitations of Liability

• 1. Liability on our part in connection with this contract is excluded insofar as the cause of the damage is not due to intent or gross negligence and insofar as there is no injury to the life, body or health of the customer; insofar as we have breached a contractual obligation without incurring intent or gross negligence on our part, our obligation to compensate is limited to the damage that typically arises.
• 2. Warranty and damages claims of the customer due to a defect shall expire after one year from the date of delivery of the goods, regardless of the legal basis on which the claims may be based, unless a longer limitation period is legally mandatory.
• 3. Our responsibility under the Product Liability Act remains unaffected. The foregoing limitations of liability also do not apply if we are accused of malice or, contrary to § 8.5, of providing a guarantee.
• 4. To the extent that our liability is excluded or limited under the foregoing provisions, this also applies to the personal liability of employees, representatives or agents

§ 10 Property, Copyright

• 1. If tools required for the execution of an order are specially manufactured, this is done on behalf of and for the account of the client. Of the tooling costs, 50% must be paid upon conclusion of the contract and a further 50% upon presentation of the failure samples without deduction. If, as agreed, the customer only has to bear a share of the tooling costs, we are entitled to invoice the remaining costs if an agreed minimum quantity is not accepted. We are not obliged to begin production before full payment of the tooling costs. Any delays will be at the expense of the customer.
• 2. If the manufacture of a tool is not possible or is unacceptably complex for technical or operational reasons, we are entitled to withdraw from the contract. We will inform the customer as soon as possible about the tool’s non-manufacturability. The customer will receive any deposits back. Further claims by the customer are excluded.
• 3. The tools we use to manufacture the contract products remain our property and will not be delivered unless they have been fully paid for by the customer.
• 4. The customer is solely liable if the execution of their order infringes the rights of third parties, in particular copyrights. The customer indemnifies us against all claims by third parties for such infringement of rights.

§ 11 Data storage

For data processing purposes, the customer’s personal data is stored. This is done exclusively for one’s own purposes and only insofar as the Federal Data Protection Act does not preclude it.

§ 12 Other

• 1. Unless otherwise stated in the order confirmation, our place of business is the place of performance for all rights and obligations.
• 2. The exclusive place of jurisdiction for all disputes arising from the contract is the court responsible for our place of business or, at our option, the court responsible for the place of business of the client.
• 3. The customer’s rights under this contract are non-transferable.
• 4. German law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
• 5. The sole binding language of the contract is German or English. This also applies if contracts are written in a different contract language besides German or English. When using German and English, German takes precedence.
• 6. Should individual provisions of the contract be or become wholly or partially ineffective, this shall not affect the validity of the remaining provisions. The wholly or partially ineffective regulation should be replaced by a regulation whose economic success comes as close as possible to the ineffective one. In the event that any provision of these General Terms and Conditions of Sale and Delivery becomes invalid, the legal provisions shall apply.