§ 1 Scope of application, form

(1) These General Terms and Conditions (GTC) apply to all our business relationships with our customers ("Customer"). These GTC shall apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 651 BGB). Furthermore, these GTC also apply to services that we provide within the framework of contracts for work and services or similar contracts (Sections 631 - 650h BGB). The GTC shall only apply if the customer is an entrepreneur (Section 14 BGB), a legal entity under public law or a special fund under public law.

(2) Unless otherwise agreed, the GTC in the version valid at the time of the customer's order or in any case in the version last 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.

(3) Our GTC shall apply exclusively. Deviating, conflicting or supplementary GTC of the customer 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, for example even if we carry out the delivery to the customer without reservation in the knowledge of the customer's GTC.

(4) Individual agreements made with the Customer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. 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 by the Customer in relation to the contract (e.g. setting of deadlines, notification of defects, termination, 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 declaring party, remain unaffected.

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

§ 2 Offer and conclusion of contract

(1) Our offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. This shall also apply if we have provided the Buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve ownership rights and copyrights.

(2) The order placed by the customer shall be deemed to be a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 3 weeks of its receipt by us.

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

§ 3 Delivery period and delay in delivery

(1) Deadlines and dates for our services promised by us are always only approximate, unless a fixed deadline or a fixed date has been expressly promised or agreed. If this is not the case, the delivery period shall be approx. 10 weeks from conclusion of the contract and approval of the work planning.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer 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 paid by the customer. A case of non-availability of the service in this sense is in particular the failure of our supplier to deliver to us on time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in the individual case. We are therefore not liable for impossibility of performance or for delays in performance if these are caused by force majeure or other events that were not foreseeable at the time the contract was concluded (e.g. operational disruptions of any kind, difficulties in the supply chain). operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, shortages of labor, energy or raw materials, difficulties in obtaining the necessary official permits, pandemics or epidemics, official measures or the failure of suppliers to deliver or to deliver correctly or on time despite a congruent hedging transaction concluded by us) for which we are not responsible.

(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 customer is required.

(4) Without prejudice to our rights due to default on the part of the customer, we may demand from the customer an extension of performance deadlines or a postponement of performance dates by the period in which the customer fails to meet its contractual obligations towards us

(5) The rights of the Customer pursuant to § 10 of these GTC 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 Compensation in the event of termination before the start of benefits

If the customer terminates the contract before the start of our services, we shall be entitled to demand 10% of the total order amount as compensation, unless the termination is for good cause within the meaning of Section 648a BGB. The compensation shall be set lower or higher if the customer proves that a significantly lower loss or no loss at all has been incurred, or if we prove a significantly higher loss.

§ 5 Delivery, transfer of risk, deadlines, dates, default of acceptance

(1) Delivery shall be ex works, which shall also be the place of performance for the delivery and any subsequent performance. If we also owe the installation, the place of performance shall be the place where the installation is to take place. At the request and expense of the customer, the goods will 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 customer at the latest upon handover if shipment of the goods has been agreed and we have not assumed responsibility for transportation or installation. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly to any agreed acceptance. If the customer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(3) If the customer is in default of acceptance, fails to cooperate or if our performance is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

§ 6 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex works, plus statutory VAT. The prices shall apply to the scope of services listed in the order confirmations. Additional or special services shall be invoiced separately. If our vehicles cannot be driven to the place of performance and unloaded there or if the transportation routes agreed by the customer cannot be used, the additional expenses incurred as a result shall be deemed to be additional or special services.

(2) In the case of sale by delivery to a place other than the place of performance, the customer shall bear the transportation costs ex warehouse and the costs of any desired transportation insurance. If we do not invoice the transportation costs actually incurred in the individual case, a flat rate for transportation costs (excluding transportation insurance) shall be deemed agreed. Any customs duties, fees, taxes and other public charges shall be borne by the customer.

(3) Upon conclusion of the contract, the customer shall pay a down payment in the agreed amount. The installment shall be due in the agreed amount and payable within 10 days of invoicing. We shall be entitled to demand payment on account for partial services in the amount of the increase in value that has arisen for the customer.

(4) Unless otherwise agreed, full payment shall be due and payable within 10 days net from the date of invoice and delivery of the goods or acceptance. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation.

(5) Upon expiry of the above payment deadline, the customer shall be in default. During the period of default, interest shall be charged on the remuneration at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

(6) The customer shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed.

(7) If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that our claim for payment is jeopardized by the Customer's inability to pay, 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 (Section 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

§ 7 Fictitious acceptance

A work shall also be deemed to have been accepted if we have set the customer a reasonable deadline for acceptance after completion of the work and the customer has not refused acceptance within this deadline, stating at least one defect. This shall not apply if we have not specifically pointed out to the customer the intended significance of his behavior at the beginning of the deadline.

§ 8 Retention of title

(1) We reserve title to the goods sold until full payment of all our current and future claims arising from the contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties have access to the goods belonging to us (e.g. seizures).

(3) If the customer acts in breach of contract, in particular in the event of non-payment of the remuneration due, 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 retention of title. The demand for the return of the goods does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the customer does not pay the remuneration due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) Until revoked in accordance with (c) below, the customer is authorized 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.

1. a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
2. b) The customer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer mentioned in paragraph 2 shall also apply with regard to the assigned claims.
3. c) The customer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with paragraph 3. If this is the case, however, we can demand that the customer 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. In this case, we shall also be entitled to revoke the customer's authorization to resell and process the goods subject to retention of title.
4. d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request.

§ 9 Property rights & copyrights

We are the authors of our designs, cost estimates, drawings and other documents created by us. We may freely utilize and distribute these, in particular publish them as samples on the Internet or in print media. In this respect, we guarantee anonymization of the customer. We shall transfer to the customer the right of use resulting from the scope of the order. Reproduction and distribution rights of the customer are excluded, unless expressly agreed otherwise.

§ 10 Warranty, quality & technical information

(1) The statutory provisions shall apply to the rights of the customer in the event of material defects and defects of title, unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB) shall remain unaffected.

(2) The basis of our liability for defects is above all the contractual agreement reached on the quality of the goods. All product descriptions which are the subject of the individual contract or which have been made public by us shall be deemed to be an agreement on the quality of the goods. Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not. However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(3) The customer must first assert the rights to subsequent performance. If the subsequent performance has failed or if a reasonable deadline to be set by the customer for the subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer shall be entitled to further rights in respect of defects (self-remedy, withdrawal, reduction, compensation). The right of self-remedy does not exist if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions. Our right to refuse subsequent performance under the statutory conditions remains unaffected. Withdrawal is excluded in the case of only minor defects.

(4) The prerequisite for warranty claims against us - insofar as these are not work performances - is that the customer complies with his statutory inspection and complaint obligations under §§ 377, 381 HGB (German Commercial Code), so-called notification of defects. If a defect is discovered during delivery, inspection or at any later time, we must be notified of this immediately in writing. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects not recognizable during the inspection within the same period from discovery. If the customer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.

(5) If the notice of defects pursuant to para. 4 is justified, we shall, at our discretion, either rectify our performance or provide a replacement against return of our original performance. Multiple rectifications are permissible. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

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

(7) The customer must give us the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer shall return the defective goods to us in accordance with the statutory provisions. Subsequent performance shall not include the removal of the defective item or its reinstallation if we were not originally obliged to install it.

(8) We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular
transport, travel, labor and material costs, if a defect actually exists. However, we shall only bear installation and removal costs if we were originally obliged to install the goods. If there was no defect, we may demand compensation from the customer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the customer.

(9) If the subsequent performance has failed or a reasonable deadline to be set by the customer for the subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

(10) Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with § 11, even in the case of defects, and are otherwise excluded.

(11) We expressly reserve the right to insignificant, reasonable deviations in the dimensions and designs (color and structure), in particular in the case of repeat orders, insofar as these are due to the nature of the material used (solid wood, veneers, leather, fabrics, etc.) and are customary.

(12) We draw the customer's attention to the fact that maintenance work must be carried out on the services provided by us. Maintenance work is regularly recurring expenditure which maintains the item provided by us in its condition, in particular with regard to its service life and functionality. Maintenance work is not part of the scope of the order, unless expressly agreed otherwise. Failure to carry out maintenance work may adversely affect the service life and functionality of the components. The customer must ensure suitable climatic room conditions to protect and maintain our services

§ 11 Other liability

(1) Unless otherwise stated in these GTC including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in our own affairs), for

1. a) for damages resulting from injury to life, body or health,
2. b) for damages arising from the not insignificant breach of a material contractual obligation (obligation whose fulfillment 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 compensation for the foreseeable, typically occurring damage.

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

(4) The Customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular pursuant to §§ 651, 649 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 12 Statute of limitations

(1) Notwithstanding the statutory provisions, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance. In the case of repair work that does not constitute construction work, the warranty period shall also be one year.

(2) However, if the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery (Section 438 (1) No. 2 BGB) or from acceptance (Section 634a (1) No. 2 BGB) in accordance with the statutory provisions. Other special statutory provisions on the limitation period shall remain unaffected (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 479 BGB).

(3) The above limitation periods shall also apply to contractual and non-contractual claims for damages of the Customer which are based on a defect in our goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages by the customer pursuant to § 11 para. 2 sentence 1 and sentence 2(a) and pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

§ Section 13 Choice of law, dispute resolution, place of jurisdiction and severability clause

(1) We are not prepared to participate in dispute resolution proceedings.

(2) These GTC and the contractual relationship between us and the Customer shall be governed by German law.

(3) If the customer 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 - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office. The same shall apply if the customer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GTC or an overriding individual agreement or at the general place of jurisdiction of the customer. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

(4) Should a provision in these GTC be or become invalid, this shall not affect the validity and enforceability of the remaining clauses. The customer undertakes to agree with us on a replacement provision that is effective, enforceable and suitable for the purpose of the order and for the protection of the interests of both parties. § Section 139 BGB shall not apply