1. Scope of Application

1. All deliveries, services, and offers of the seller are provided exclusively on the basis of these Terms and Conditions. They shall also apply to all future business relationships. At the latest upon receipt of the goods or services, these terms shall be deemed accepted. Any counter-confirmations by the buyer referring to their own terms and conditions are hereby expressly rejected.
2. All agreements between the seller and the buyer must be documented in writing.

2. Offer and Conclusion of Contract

1. The seller’s offers are non-binding and subject to change without notice. Orders and acceptances become legally effective only upon written confirmation by the seller.
2. Drawings, illustrations, dimensions, weights, and performance specifications are binding only if expressly confirmed in writing.
3. Sales representatives or commercial agents are not authorized to make verbal agreements or assurances that go beyond the written contract.
4. Custom-made products and special color options are excluded from exchange or return, except in cases of proven defects.

3. Prices

1. Unless otherwise stated, the seller’s prices remain valid for 14 days from the date of the offer. The prices specified in the order confirmation shall apply, plus the applicable statutory VAT. Additional deliveries or services will be invoiced separately.
2. Unless agreed otherwise, all prices are quoted in Euro and are exclusive of VAT, packaging, freight, and postage.

4. Delivery and Performance Period

1. Binding or non-binding delivery dates and deadlines must be agreed upon in writing.
2. The seller shall not be liable for delays caused by force majeure or events beyond their control (e.g., strikes, lockouts, official orders, including those affecting suppliers). In such cases, the seller is entitled to postpone delivery for the duration of the disruption plus a reasonable restart period or to withdraw from the unfulfilled portion of the contract.
3. If the disruption lasts longer than three months, the buyer may withdraw from the unfulfilled part of the contract after granting a reasonable extension period. Claims for damages are excluded, provided that the seller has informed the buyer without undue delay.
4. The seller shall notify the buyer in writing without delay of any foreseeable delays, stating the reasons and the expected delivery date.
5. Partial deliveries or services are permitted unless they are of no interest to the buyer.
6. The seller’s compliance with delivery obligations is conditional upon the buyer fulfilling their own contractual obligations in a timely and proper manner.
7. In the event of acceptance delay by the buyer, the seller may claim compensation for resulting damages; the risk shall transfer to the buyer upon the occurrence of such delay.

5. Transfer of Risk

The risk shall transfer to the buyer as soon as the shipment has been handed over to the carrier or has left the warehouse for dispatch. If delivery is delayed at the buyer’s request, the risk shall pass to the buyer upon notification that the goods are ready for shipment.

6. Buyer’s Rights in the Event of Defects

1. The goods shall be free from manufacturing and material defects. The limitation period for asserting defect claims is one year from the date of delivery.
2. Claims for defects shall be excluded if operating or maintenance instructions are not followed, modifications are made, parts are replaced, or consumables not meeting the original specifications are used, unless the buyer proves that such actions did not cause the defect.
3. Defects must be reported in writing without undue delay, at the latest within one week after receipt of the goods. Hidden defects must be reported immediately upon discovery.
4. At the seller’s discretion, defective goods shall either be returned for repair or serviced on-site by a technician. In the case of on-site service at the buyer’s request, labor time and travel expenses will be charged according to standard rates, while replacement parts will be provided at no additional cost.
5. If remedial action fails within a reasonable period, the buyer may reduce the purchase price or withdraw from the contract.
6. Liability for normal wear and tear is excluded.
7. Warranty claims are available only to the direct buyer and are not transferable.

7. Retention of Title

1. The seller shall retain security rights until all outstanding claims have been fully satisfied. In the event of over-collateralization exceeding 20%, the seller shall release securities at their discretion.
2. The goods remain the property of the seller until full payment has been made. Any processing or transformation shall be carried out on behalf of the seller. In the event of combination with other goods, co-ownership shall pass to the seller proportionally based on value. The buyer shall store such reserved goods free of charge.
3. Processing or resale in the ordinary course of business is permitted as long as the buyer is not in default. Claims arising from resale or other legal grounds are hereby assigned to the seller in advance. The buyer is authorized to collect such claims on a revocable basis.
4. In the event of third-party access (e.g., seizure), the buyer must notify the third party of the seller’s ownership and inform the seller without delay. Any costs not reimbursed by the third party shall be borne by the buyer.
5. In the event of breach of contract, particularly default in payment, the seller is entitled to withdraw from the contract and demand the return of the reserved goods.

8. Payment

1. Unless otherwise agreed, invoices are due for payment within 7 days net. The seller is entitled to apply payments to older outstanding debts, costs, or accrued interest at their discretion.
2. Payment shall be deemed made only when the seller has full disposal over the funds; in the case of checks, only upon successful clearance.
3. In the event of default, interest shall be charged at a rate of 12.5% above the applicable base interest rate as lump-sum compensation. The buyer may prove lower actual damages, while the seller reserves the right to claim higher damages.
4. If there are reasonable doubts regarding the buyer’s creditworthiness, the seller may declare the entire outstanding balance immediately due and require advance payments or appropriate security.
5. Set-off, retention, or price reduction is permitted only with undisputed or legally established claims. The right of retention is allowed only if it arises from the same contractual relationship.

9. Design Modifications

The seller reserves the right to implement design modifications at any time; however, there is no obligation to apply such changes to products that have already been delivered.

10. Liability

1. Claims for damages — including those arising from tort — are excluded unless caused by intentional misconduct or gross negligence.
2. In the event of a breach of essential contractual obligations, the seller shall be liable for any degree of negligence; however, liability shall be limited to foreseeable damages typical of the contract. Compensation for lost profits or indirect damages is excluded, except where guaranteed characteristics are concerned.
3. The above limitations shall not apply in cases of fraudulent intent, breach of a guaranteed characteristic, liability under the Product Liability Act, or damages resulting from injury to life, body, or health.
4. These liability limitations shall also apply to the seller’s employees, staff members, representatives, and agents.

11. Applicable Law, Jurisdiction, Severability

1. The laws of the Federal Republic of Germany shall apply.
2. If the buyer is a merchant or a legal entity under public law, Stuttgart shall be the exclusive place of jurisdiction.
3. Should any provision of these terms be or become invalid, the validity of the remaining provisions shall remain unaffected.

Stuttgart, 01.09.2025