General Terms and Conditions

1. General - Scope of application

a. Our General Terms and Conditions apply exclusively; we do not recognize any conflicting, deviating, or supplementary terms and conditions of the customer (purchaser) unless we have expressly agreed to them in writing.

b. We hereby expressly object to any reference to the purchaser's terms and conditions and to any reference by the purchaser to the terms and conditions of third parties. In particular, we object to the subsidiary validity of clauses and terms and conditions to which the purchaser refers.

c. Our General Terms and Conditions apply to all legal claims of the customer, (purchaser) regardless of the legal basis.

d. Our General Terms and Conditions shall also apply if we provide our services without reservation in the knowledge of conflicting or supplementary clauses.

e. Our General Terms and Conditions apply in relation to entrepreneurs pursuant to paragraph 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.

2. Contractual partner

a. The contractual partner of Dehner is exclusively the customer (purchaser) who has placed the order and to whom the order has been confirmed.

b. Dehner provides its services only for the purchaser named in the offer or order confirmation. Liability towards third parties not named in the offer or order confirmation is hereby expressly excluded.

3. Telephone inquiries

a. Information provided by telephone is not legally binding. For binding information, the potential customer shall specify the delivery items in question in writing and also provide the requested quantities and delivery details (desired delivery time, type of shipment, transfer of risk).

4. Offer, order confirmation

a. All offers made by Dehner are subject to change and are expressly subject to delivery by our suppliers. Dehner reserves the right to correct errors and typographical errors in written offers and order confirmations.

b. The contract with Dehner is concluded upon receipt of the written order confirmation under the terms and conditions specified in the order confirmation.

5. Prices

a. Dehner is entitled to demand payment in advance. New customers in particular will only be supplied after payment in advance.

b. For international transactions, the customer shall either make advance payment or provide a documentary letter of credit, at Dehner's discretion.

c. The prices stated in the offers and order confirmations are net prices EX WORKS without packaging, postage, insurance, customs clearance costs, and shipping costs.

d. Packaging, shipping, loading, and unloading costs, as well as any customs duties, taxes, and fees, shall be borne by the customer. Unless otherwise agreed, the customer shall also bear the costs of freight insurance.

e. The applicable sales tax, currently 19%, shall be borne by the purchaser.

f. The invoice amount is payable immediately upon receipt of the invoice without deduction.

g. The customer shall be in default without further reminder upon exceeding the payment deadline agreed with him. If no separate payment deadline has been agreed with the customer, the customer shall be in default 10 calendar days after receipt of the invoice. In legal transactions in which no consumer is involved, Dehner shall be entitled, in accordance with paragraph 288 (2) of the German Civil Code (BGB), to charge the customer default interest at a rate of 9 percentage points above the base rate.

6. Time of performance, default

a. All information regarding the delivery date is approximate. Exceeding an approximate date shall not result in the order becoming due or in a delay in delivery.

b. Dehner is also entitled to make partial deliveries. Dehner shall not be in default with regard to partial deliveries made on time.

c. The delivery deadline is deemed to have been met when the goods are handed over to the carrier on time.

d. The delivery shall only become due after a reasonable deadline has been set. The deadline shall be set in writing.

e. Dehner shall only be in default after a reminder has been issued after the due date of delivery. The reminder shall be made in writing.

f. If delivery cannot be made because Dehner itself has not been supplied, Dehner shall be entitled to withdraw from the contract with regard to the delivery items concerned. In this case, the purchaser's claims shall be limited to the repayment of any payments made by the purchaser. Further claims by the purchaser shall be excluded in the event of failure to deliver.

g. If Dehner is at fault, the purchaser's claims for delay in delivery shall be limited to 0.5 percent of the net delivery value of the delivery items affected by the delay per completed calendar week, up to a maximum of 5 percent of the net delivery value of the delivery items affected by the delay. The customer shall have no further claims for damages or financial losses incurred by the customer as a result of the delay in delivery, in particular for loss of use, business interruption, or loss of profit. This exclusion shall not apply if Dehner has caused the damage to the customer intentionally or through gross negligence.

7. Place of performance

a. The place of performance is the registered office of Dehner in Oestrich-Winkel, Federal Republic of Germany.

b. Dehner shall have fulfilled its obligations upon notification of readiness for shipment or handover to the carrier.

8. Warranty, notification of defects, warranty period

a. The delivery items are free of defects if they have the properties listed in the data sheets and in the catalog. Dehner cannot check the suitability for a specific purpose or the environmental conditions. Neither the suitability for a specific purpose nor the suitability for specific environmental conditions shall become part of the contract.

b. The purchaser shall inspect the delivery item immediately upon delivery and, if a defect is found, immediately submit a written notice of defect to Dehner. The notice of defect shall state the invoice number, the item number, the quantity affected, and each individual defect shall be reported separately. In the case of successive or partial deliveries, each delivery shall be inspected and any defects reported.

c. The obligation to inspect immediately includes, in particular, checking the delivery items for functionality and compliance with the data specified in the data sheet and catalog.

d. The obligation to inspect and report defects immediately applies to each processing step.

e. Dehner hereby objects to all clauses according to which the obligation to inspect is transferred to Dehner. In any case, it is not actually possible for Dehner to inspect the goods at the respective processing stages, as Dehner does not carry out further processing.

f. If the customer does not immediately raise a complaint, the delivery items shall be deemed to have been approved.

g. Approval excludes all possible claims for subsequent performance and damages by the customer, regardless of the legal basis.

h. If the parties cannot agree on whether the delivery items are defective or not, the parties agree that the disputed matter shall be decided by an arbitrator in accordance with § 317 ff. BGB (German Civil Code). The arbitrator shall be a publicly appointed and sworn expert. If the parties cannot agree on an arbitrator, either party may instruct the Chamber of Industry and Commerce (IHK) to appoint an arbitrator. The arbitrator appointed by the IHK may only be rejected if the reasons for rejection correspond to those for rejecting a judge in the person of the arbitrator. The costs shall be borne in proportion to the extent to which a party has prevailed or lost.

i. The warranty period is 12 months from delivery of the respective delivery item.

9. Damages in lieu of performance

a. The customer shall expressly set Dehner a reasonable grace period for subsequent performance in writing. The grace period shall take into account that the delivery items usually have to be procured from abroad, i.e., the usual transport and import times shall also be taken into account.

b. Claims for damages in lieu of performance shall only exist if these claims have been asserted before or at the time of the declaration of withdrawal.

c. If the customer has legally asserted the claim for damages in lieu of performance, the customer's claims for damages in lieu of performance shall be limited to the difference between a potentially higher purchase price of a replacement product of the same type and quality from the same country of origin and the purchase price agreed in the order confirmation. The purchaser shall have no further claims for damages or financial losses incurred by the purchaser as a result of the non-delivery, in particular for loss of use, business interruption or loss of profit. This exclusion shall not apply if Dehner has caused the damage to the purchaser intentionally or through gross negligence.

10. Reimbursement of expenses

a. If the customer is entitled to claim damages in lieu of performance in accordance with Section 9 of these General Terms and Conditions, the customer may demand reimbursement of expenses instead of damages in lieu of performance.

b. Reimbursement of expenses shall only include costs that were incurred after receipt of the order confirmation and that were ultimately expended in vain.

c. The claim for reimbursement of expenses does not exist if the customer expected or should have expected not to receive the service.

d. In particular, the claim does not exist for delivery items that were subject to the reservation of self-supply.

e. Furthermore, there shall be no claim for reimbursement of expenses if the expenses are clearly disproportionate to the service not rendered. This shall also apply if the customer could have easily obtained comparable delivery items from competitors.

f. Claims by the customer for loss of use, business interruption, or loss of profit are excluded. This exclusion does not apply if Dehner has caused the damage to the customer intentionally or through gross negligence.

11. Offsetting, retention

a. The customer shall only be entitled to rights of set-off or retention if Dehner does not dispute or acknowledge the customer's claims or if these have been legally established in favor of the customer.

12. Liability for damage not affecting the delivery item itself

a. Claims for damages for damage not occurring to the delivery item itself shall only exist against Dehner if Dehner can be charged with gross negligence or intent for the occurrence of the damage.

b. The customer shall have no claim for damages if he did not inform Dehner at the time of ordering that a defective delivery could result in significant financial loss. Significant financial loss is understood to mean an amount exceeding EUR 50,000.

c. Claims by the customer for financial losses, in particular for lost profits, loss of production, or business interruption, are hereby expressly excluded.

d. Dehner shall not be liable for financial losses incurred by the customer as a result of claims by third parties. In particular, Dehner shall not be liable for damages resulting from the purchaser's failure to require its customer to immediately inspect the goods and report any defects, or from the purchaser assuming this obligation on behalf of its customer.

e. The customer's potential claims for damages are limited to EUR 100,000.

f. Insofar as Dehner's liability is excluded or limited, the exclusions and limitations of liability shall also apply in favor of Dehner's authorized representatives, executives, employees, vicarious agents, and assistants.

g. The aforementioned limitations of liability shall not apply if claims are asserted for death, bodily injury, or claims under the Product Liability Act.

h. Furthermore, the aforementioned limitations and exclusions of liability shall not apply if Dehner can be charged with gross negligence or intent for the occurrence of the damage.

i. The limitation period for claims for damages that do not relate to a defect or damage to the delivery item itself begins in accordance with the statutory provisions (§199 BGB) and, in deviation from § 195 BGB, is one year. The limitation period of one year does not apply if claims are asserted for death, bodily injury, or claims under the Product Liability Act.

13. Retention of title

a. Dehner retains title to the delivered goods until the purchase price has been paid in full.

b. The customer undertakes to inform Dehner immediately of any enforcement measures by third parties against the goods subject to retention of title. In addition, the customer shall inform the third party of the retention of title.

c. In the event of resale or rental of the goods subject to retention of title, the customer hereby assigns to Dehner as security the claims arising from its transactions with its customers until the purchase price claims have been satisfied. Dehner accepts these assignments as security.

d. If the goods subject to retention of title are processed, transformed or combined with another item, Dehner shall immediately acquire ownership of the newly manufactured item. This shall now be considered goods subject to retention of title.

e. If the value of the security for the claims exceeds Dehner's outstanding purchase price claims by more than 20%, Dehner shall, at the request of the customer, release securities of a corresponding amount at Dehner's discretion.

14. Confidentiality

a. The customer shall treat documents, data, papers, and other information that have been marked or designated as "secret" or "confidential" as strictly confidential.

15. Written form

a. Legally relevant declarations and notifications by the customer shall be made in writing.

16. Place of jurisdiction, choice of law

a. The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with orders placed with Dehner is the registered office of Dehner in Oestrich-Winckel, Federal Republic of Germany.

b. The parties hereby agree that the law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. The applicable procedural law is the Code of Civil Procedure of the Federal Republic of Germany. The legal language is German.