General Terms and Conditions

1. General

   1. The following terms and conditions apply exclusively; we do not accept any terms and conditions of the customer that conflict with or deviate from our General Terms and Conditions unless they are expressly confirmed by us in writing. Silence on our part with regard to the customer's terms and conditions shall in no case be deemed to constitute recognition or consent. These General Terms and Conditions shall only apply to merchants.

   2. A contract shall only come into effect upon our written order confirmation. All agreements made between us and the customer for the execution of the contract are set out in writing in this contract. In the case of immediate delivery or delivery of low value, the contract is concluded upon delivery of the goods.

2. Offers

   1. The prices, terms of payment and delivery periods stated in our offers are subject to change.

   2. Drawings, illustrations, dimensions, weight or other performance data are only binding if this is expressly agreed in writing. Even in the case of binding contracts, we reserve the right to make minor changes or technical improvements that are reasonable for the customer and to make any resulting price adjustments.

   3. We reserve the exclusive right of ownership and copyright to our offers, drawings, calculation documents and other documents.

3. Deliveries

   1. Delivery dates or deadlines that are agreed as binding or non-binding must be made in writing. The start of the delivery period stated by us is subject to the clarification and confirmation of all technical questions.

   2. Operational disruptions caused by force majeure, shortage of raw materials, failure of suppliers or other not insignificant influences - in our own company or at our suppliers - shall release us from compliance with binding delivery periods. In this case, the customer reserves the right to withdraw from the contract after setting a reasonable grace period.

   3. Our liability for delayed delivery shall be limited to a lump-sum compensation amounting to 0.5% of the delivery value per week of delayed delivery, up to a maximum of 5% of the delivery value, unless the delay is caused by intent or gross negligence. The right of the customer to withdraw from the contract after the unsuccessful expiry of a deadline set for us in accordance with the statutory provisions remains unaffected.

4. Shipping

   1. Unless otherwise agreed in writing, shipment shall be made on the basis of INCOTERMS 2020 "FCA Seller". The type of packaging is at our discretion and, in the absence of other instructions from the customer, shall be at our discretion.

   2. If expressly requested by the customer, we shall insure the goods against transport damage or loss; the costs incurred for the shall be borne by the customer.

   3. The transfer of risk is derived from the agreed INCOTERM.

5. Liability for Defects

   1. The customer's rights in respect of defects presuppose that the customer inspects the goods received for defects without delay and notifies us of any defects in writing without delay. Defects that could not be discovered even after careful inspection must be reported to us in writing immediately after discovery.

   2. We shall not be liable for our public statements relating to the properties of the delivered goods if and insofar as the customer cannot prove that these statements influenced his decision to conclude the contract with us or if the statements had already been corrected at the time the contract was concluded.

   3. If the delivered goods are defective at the time of the transfer of risk, we shall be entitled, at our discretion, to deliver new goods or to remedy the defect. Replaced parts shall become our property. The customer must give us reasonable time and opportunity to carry out the subsequent performance.

   4. If the subsequent performance fails, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a reduction in price.

   5. Claims for defects shall lapse if the customer does not make the delivered part available to us for rectification of the defects within a reasonable period of time after becoming aware of the defects or does not allow us access. Claims for defects shall also lapse if the customer damages any safety or security devices, seals or adjustment seals affixed by us. We shall not be liable for improper interventions, incorrect operation, failure to observe the installation instructions, use not in conformity with the application or overloading.

   6. Damage caused by non-compliance with our instructions and conditions for installation, assembly, commissioning, handling, operation or maintenance or by the use of inappropriate or other than the prescribed control devices, operating materials, current types and voltages shall not justify any claims for defects. The same applies to wear and tear and overloading.

   7. Software supplied by us has been developed with the greatest possible care and in compliance with recognized programming rules. At the time of the transfer of risk, it fulfills the function specified in our offers. The prerequisite for our warranty for delivered software is the reproducibility of a defect. The customer must provide such prove and describe errors sufficiently.

   8. In all other cases, our liability for defects shall be governed by the provisions in Section 6.

   9. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.

6. Limitation of Liability

   1. We shall be liable in accordance with the statutory provisions insofar as the customer asserts claims for damages based on intent or gross negligence - including on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage, but to a maximum of 15% of the delivery value.

   2. Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

   3. Unless otherwise stipulated above, liability is otherwise excluded.

   4. The exclusion of liability also applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tort. This limitation shall also apply if the customer demands compensation for useless expenses.

   5. The exclusion or limitation of liability for damages shall also apply to the personal liability of our employees, staff, vicarious agents and assistants.

7. Prices and Terms of Payment

   1. The prices and VAT rates valid at the time of delivery shall apply. They are "FCA Seller" according to INCOTERMS 2020, plus packaging, which will be invoiced separately according to expenditure.

   2. The deduction of discounts requires a separate written agreement.

   3. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 14 days of the invoice date. In the event of late payment, default interest of 5% above the 3-month EURIBOR announced by the European Central Bank shall be charged, subject to further rights.

8. Reservation of Title

   1. We reserve title to the delivered goods for the fulfilment of all present or future claims arising from our business relationship with the customer.

   2. Processing or transformation shall always be carried out for us as the manufacturer, but without any obligation on our part. If our ownership expires due to combination, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (invoice amount including VAT) to the value of the other processed items at the time of processing.

   3. The customer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledging or transfer by way of security is not permitted.

   4. The customer hereby assigns to us in full by way of security all claims arising from the resale or any other legal grounds (e.g. insurance, tort) in respect of the reserved goods (including all current account balance claims). We revocably authorize him to collect the claims assigned to us for his account in his own name. In the event of access by third parties to the goods subject to retention of title, the customer shall draw attention to our ownership and inform us immediately.

   5. We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claim to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

9. Rights of Use and Confidentiality

   1. If a separate confidentiality agreement already exists between the customer and us, this shall replace the following clauses 9.2 and 9.3.

   2. We shall not disclose to third parties any information obtained from the customer and marked as CONFIDENTIAL, unless it is generally known or otherwise lawfully known to us. Furthermore, we shall protect the CONFIDENTIAL information obtained from the customer against unauthorized inspection or use. The customer may only demand the surrender of his CONFIDENTIAL information to the extent that the surrender does not violate rights or obligations to which we are entitled.

   3. The customer shall not make information obtained from us and marked as CONFIDENTIAL available to third parties, unless it is generally known or otherwise lawfully known to him. Furthermore, the customer shall protect the CONFIDENTIAL information obtained against unauthorized inspection or use. Drawings, schematic diagrams, offers, technical descriptions, specifications, software/source code and cost estimates are generally to be treated as CONFIDENTIAL within the meaning of this clause, even if they do not contain an explicit CONFIDENTIAL note, and are not to be made accessible to third parties under any circumstances, unless the third party is an official institution which is authorized to inspect them by law, order or regulation.

   4. We grant the customer the non-exclusive, perpetual, non-sublicensable, non-transferable right to use the delivery item within the scope of normal use within his business operations.

   5. The customer is expressly prohibited from reproducing the delivery item and from making copies.

   6. No rights of use to our industrial property rights and/or copyrights and/or trademark rights beyond those set out in Clauses 9.4 and 9.5 are granted to the customer, either implicitly or explicitly.

10. Place of Performance and Jurisdiction

    1. The place of performance for all obligations arising from or in connection with the contract is our place of business (Dresden).

    2.  If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of business.

    3. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

    4. Should a provision in these General Terms and Conditions or a provision within the framework of other agreements between the customer and us be or become invalid, this shall not affect the validity of all other provisions or agreements. In this case, the invalid provision shall be replaced by a provision that comes as close as possible to the economic intention of the parties at the time the contract was concluded.

Dresden, February 2024