Terms

All offers and agreements are made exclusively on the basis of the following terms of delivery. By placing an order or accepting delivery, these shall be deemed to have been accepted for the duration of the entire business relationship. Deviating conditions which we do not expressly recognize in writing are not binding for us, even if we do not expressly object to them.

Our offers are always subject to change and non-binding, unless they contain declarations to the contrary. Orders shall only be deemed accepted if they have been confirmed by us in writing. This also applies to sales concluded by representatives. Additions, amendments or verbal subsidiary agreements also require our written confirmation to be effective. Illustrations, drawings, dimensions, weights and color shades contained in catalogs, price lists and other printed matter are approximate values customary in the industry. In addition, we reserve the right to make changes that are technically necessary or urgently required for the design. The customer will be informed accordingly.

Orders for which fixed prices have not been expressly agreed shall be invoiced at the list prices valid on the day of delivery. The prices are ex works, excluding VAT, packaging, postage and insurance. The costs of packaging, postage and insurance shall be borne by the customer; invoicing shall be at cost price. If there is a significant change in the following price factors - material prices, wages and salaries, energy costs - we will conduct negotiations with the customer on the redetermination of the price.

Deliveries are made at our discretion by rail, post, forwarding agent or our own truck. We reserve the right to make insignificant excess or short deliveries up to a maximum of ten percent of the quantity ordered and to select suitable packaging material. If the goods are sent at the request of the customer, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery to our shipping agent, but at the latest when the goods leave the factory. The customer shall also bear the shipping costs. If the goods are ready for shipment and the shipment or acceptance is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon receipt of the notification of readiness for shipment.

The delivery period shall only be deemed to have been agreed as approximate. The delivery period shall commence on the day on which the order confirmation is sent and shall be deemed to have been met if the goods have left the factory by the end of the delivery period or, in the event of impossibility of shipment, if notification has been given that the goods are ready for shipment. The delivery period shall be extended appropriately - even within a delay in delivery - in the event of unforeseen obstacles which we are unable to avert despite reasonable care in the circumstances of the individual case. It is irrelevant whether these obstacles have occurred in our factory or at one of our subcontractors, e.g. force majeure, operational disruptions, delays in the delivery of essential raw materials, effects of labor disputes, raw material shortages. We must inform the customer immediately of any obstacles that occur. If the delivery or service becomes impossible due to one of the stated circumstances, we shall be released from our delivery obligation. In the event of unforeseen hindrances, the customer shall be entitled to withdraw from the contract after the expiry of a reasonable grace period. The customer may not assert any further rights. If the above-mentioned circumstances occur at the customer, the same legal consequences shall apply to his acceptance obligations.

If the delivery item is defective or lacks warranted characteristics, we shall, at our discretion, deliver a replacement or rectify the defect. The discovery of such defects must be reported immediately in writing - in the case of recognizable defects within ten days of receipt, in the case of non-recognizable defects immediately after they become apparent; otherwise § 377 HGB (German Commercial Code) shall apply. We shall be liable for replacement deliveries and subsequent performance work to the same extent as for the original delivery item. The warranty period shall begin anew for replacement deliveries. The customer reserves the right to withdraw from the contract and reduce the purchase price if the replacement delivery or subsequent performance fails, is rejected by us or we have allowed a grace period to expire. We shall not be liable for errors resulting from the documents submitted by the customer. Notices of defects do not entitle the customer to withhold invoice amounts unless the defects are undisputed or recognized. Defects in part of the goods do not entitle the customer to complain about the entire goods. Goods may only be returned with our consent. The warranty period ends one year after the goods have left our factory. Claims for compensation for all damages based on the breach of secondary contractual obligations, with the exception of bodily injury, are excluded, unless they are based on intent or gross negligence.

Payments are to be made in euros within 14 days of the invoice date with a 2% discount, within 30 days of the invoice date net without deduction of any ancillary costs. Contract work is payable net within 8 days of the invoice date, without deduction of discount and any ancillary costs. If payment is overdue, interest of 5% above the base interest rate of the Deutsche Bundesbank or the reference interest rate replacing it will be charged. Bills of exchange and checks are only accepted on account of performance without guarantee of protest, and only by agreement and subject to discountability. Discount charges shall be borne by the customer from the due date of the invoice amount and are payable immediately. When accepting orders, we assume the creditworthiness of our customer. If we become aware of reasons that give rise to justified doubts as to the customer's continued compliance with proper payment, e.g. composition proceedings, imminent suspension of payments, imminent over-indebtedness, we shall be entitled to withhold deliveries that have not yet been made and to withdraw from the contract. This does not release the customer from his obligations arising from the parts of the contract already fulfilled by us. The withholding of payments or offsetting against any counterclaims of the customer shall only be permissible if the customer's counterclaims have been legally established or are not disputed by us.

The goods shall remain our property until full payment of all claims arising from the business relationship, including ancillary claims, claims for damages and redemption of checks and bills of exchange. The inclusion of individual claims in a current account, as well as the drawing of balances and their recognition shall not affect the retention of title. If goods subject to retention of title are processed by the customer into a new movable item, the processing shall be carried out for us without any obligation on our part. The new item shall become our property. If goods not belonging to us are processed, mixed or blended, we shall acquire co-ownership of the new item in the ratio of the invoice value of our reserved goods to the total value. The customer shall only be entitled to resell, further process or install the reserved goods subject to the following provisions and only on condition that the claims pursuant to a) to c) are actually transferred to us. The customer's authorization to sell, process or install goods subject to retention of title in the ordinary course of business shall end upon revocation by us as a reasult of a sustained deterioration in the customer's financial situation, but at the latest upon his suspension of payments or upon the application for or opening of insolvency proceedings against his assets.

a) The customer hereby assigns to us the claim with all ancillary rights arising from the resale of the reserved goods - including any balance claims.

b) If the goods have been processed, mixed or blended and we have acquired co-ownership in the amount of our invoice value, we shall be entitled to the purchase price claim in proportion to the value of our rights to the goods. If goods subject to retention of title are installed in a property/building by the customer, the customer hereby assigns to us any claims arising from this for remuneration or from the resale of the property/building in the amount of the invoice value of the goods subject to retention of title with all ancillary rights, including such rights to the granting of a security mortgage with priority over the rest.

c) If the customer has sold the receivables within the framework of genuine factoring, our claim shall become due immediately and the customer shall assign the claim against the factor taking its place to us and forward its sales proceeds to us without delay.

The customer is authorized to collect the assigned claims as long as he meets a payment obligation. The collection authorization expires if it is revoked, at the latest if the buyer defaults on payment or if the buyer's financial circumstances deteriorate significantly. In this case, we are hereby authorized by the customer to inform other customers of the assignment and to collect the claims ourselves. Upon request, the customer is obliged to provide us with a precise list of the claims to which the customer is entitled, including the names and addresses of other customers, the amount of individual claims, invoice date, etc. and to provide us with all the information necessary to assert the assigned claims and to review this information to allow. If the value of the security we hold exceeds all of our claims by more than 20%, we are obliged to release securities of our customer's choice at the request of the customer or a third party affected by our over-security. Pledging or transfer of security of the reserved goods or the assigned claims is not permitted. We must be notified immediately of any seizures, stating the name of the pledgee. If we take back the delivery item due to the retention of title, this will only constitute a withdrawal from the contract if we expressly declare this. We can satisfy ourselves from the reserved goods taken back by private sale. The customer stores the reserved goods for us for a fee. He must insure them against the usual risks such as fire, theft and water to the usual extent. The customer hereby assigns to us his claims for compensation to which he is entitled for damages of the type mentioned above against insurance companies or other parties liable for compensation in the amount of the invoice value of the goods. We accept the assignment. All claims, as well as rights arising from the retention of title to all special forms specified in the conditions, remain in effect until complete release from contingent liabilities that we have entered into in the interests of the buyer.

The following applies to orders for custom-made products: Details of design, dimensions etc. require our written confirmation without exception. The customer is solely responsible and liable for ensuring that orders for custom-made products, product presentation etc. placed by him do not infringe the rights of third parties. do not infringe the rights of third parties. We shall not carry out any checks in this respect. In principle, only a proportion of the tooling costs will be invoiced separately from the value of the goods.

a ) The Purchaser shall not acquire any claim to the tools by payment of cost shares for tools; rather, they shall remain our property and in our possession. We undertake to keep the tools for the customer for one year after the last delivery. If the customer informs us before the expiry of this period that orders will be placed within a further year, the retention period shall be extended by a further year. After this period and in the absence of repeat orders, we may freely dispose of the tools.

b) Tooling costs incurred for orders that do not materialize: We reserve the right to charge the costs incurred for orders that are canceled at the development stage (due to difficulties in shaping or forming) or during the start-up period.

1) The costs incurred for the replacement tool set shall be invoiced before the samples are released; in the event of cancellation after sample release, the costs incurred for the entire scope of the series tools, special equipment and gauges shall be invoiced depending on the amount of the planned monthly requirement. The tools processed and invoiced shall remain available for inspection for four weeks and shall be scrapped after this period has expired. Completed stage plans and design drawings of the tools are not subject to the obligation to provide evidence in order to protect the processes used.

The place of performance is the location of our registered office. The place of jurisdiction for disputes with customers who are registered traders, legal entities under public law or special funds under public law shall be the court responsible for our registered office. However, we reserve the right to take legal action at the customer's place of business or residence. German law shall apply. The application of the CISG is excluded.

Should individual provisions of these terms and conditions be invalid, for whatever reason, the remaining provisions of these terms and conditions shall remain in full force and effect. The invalid terms and conditions shall be replaced by the statutory provisions.

Müller & Borggräfe GmbH, 05.02.2024