**1. General**
1.1 The contract is concluded upon receipt of the written confirmation from the supplier accepting the order (order confirmation). Offers without an acceptance period are non-binding. 1.2 These delivery terms are binding if declared applicable in the offer or order confirmation. Contrary conditions of the purchaser are only valid if expressly and in writing accepted by the supplier. In the case of existing business relationships, these delivery terms apply even if not explicitly declared applicable. 1.3 All agreements and legally relevant declarations of the contracting parties require written form for their validity. Declarations in text form transmitted or recorded through electronic media are considered equivalent to written form if expressly agreed upon by the parties. 1.4 Should any provision of these terms be invalid, it shall not affect the validity of the remaining provisions.

**2. Scope of Deliveries and Services**
The deliveries and services of the supplier are conclusively listed in the order confirmation, including any appendices.

**3. Plans and Technical Documents**
3.1 Brochures and catalogs are not binding unless otherwise agreed. Drawings, illustrations, dimensions, weights, and other information in technical documents are only binding if expressly guaranteed. 3.2 Each party retains all rights to plans and technical documents handed over to the other party. The receiving party acknowledges these rights and shall not disclose or use the documents for purposes other than intended without prior written authorization from the other party.

**4. Prices**
4.1 All prices are net, including any applicable German value-added tax at the current rate, ex works, without packaging, and without any deductions. 4.2 The supplier reserves the right to adjust prices if labor or material costs change between the time of the offer and contractual fulfillment. An appropriate price adjustment also occurs if the delivery period is extended for reasons mentioned in clause 7.2 or if documents provided by the purchaser do not correspond to the actual conditions.

**5. Terms of Payment**
5.1 Payments are to be made in advance or at the supplier's domicile without deductions for discounts, expenses, taxes, duties, fees, customs, and the like. In the absence of other agreements between the parties, the purchase price is due when the supplier notifies the readiness for dispatch. 5.2 If the purchaser fails to meet agreed payment deadlines, interest on arrears shall be payable from the agreed due date without a reminder, at a rate of 4% above the respective 3-month default rate. Further damages are reserved. 5.3 Offsetting against counterclaims of the purchaser requires the prior written acknowledgment of the claims by the supplier.

**6. Retention of Title**
The supplier retains ownership of all deliveries until receiving complete payment according to the contract. The purchaser authorizes the supplier, upon contract conclusion, to register the retention of title in the official register at the purchaser's expense and fulfill all related formalities. The purchaser shall maintain the delivered items at their expense during the retention of title and insure them against theft, breakage, fire, water, and other risks. The pledging or transfer of items under retention of title is impermissible without the supplier's written consent.

**7. Delivery Period**
7.1 The delivery period starts once the contract is concluded, all necessary official formalities are completed, documents to be provided by the purchaser are received, payments and any securities to be provided at the time of order are made, and essential technical points are clarified. The delivery period is considered met when the notice of readiness for dispatch has been sent to the purchaser before its expiration. 7.2 The delivery period extends reasonably: a) if the necessary information and documents required for contract fulfillment do not reach the supplier on time or if they are subsequently modified by the purchaser, causing a delay in deliveries or services; b) if unavoidable obstacles occur, which the supplier cannot prevent despite exercising due diligence, regardless of whether they occur at the supplier, the purchaser, or a third party. Such obstacles include, for example, epidemics, mobilization, war, riots, significant operational disruptions, accidents, labor disputes, delayed or defective delivery of necessary raw materials, semi-finished or finished products, rejection of essential workpieces, official measures or omissions based on weapons legislation or other legal bases, natural events; c) if the purchaser or third parties are delayed in or default on the work they are supposed to carry out, especially if the purchaser fails to comply with payment terms. 7.3 The purchaser is entitled to claim damages for delayed deliveries as far as the delay is demonstrably caused by the supplier and the purchaser can prove damage resulting from the delay. If the purchaser is provided with substitute delivery, the claim for damages for delay is forfeited. The compensation for delay is at most 1/2% for each full week of delay, but not exceeding 5% in total, calculated on the contract price of the delayed part of the delivery. The first two weeks of delay do not give rise to a claim for compensation. After reaching the maximum compensation for delay, the purchaser must grant the supplier a reasonable extension in writing, usually not less than 20% of the original delivery period granted to the supplier. If this extension, due to reasons attributable to the supplier, is not adhered to, the purchaser is entitled to refuse acceptance of the delayed part of the delivery. If partial acceptance is economically unreasonable, the purchaser has the right to withdraw from the contract and demand the return of payments already made in exchange for returned deliveries. 7.4 The purchaser has no rights and claims due to delayed deliveries or services, except those explicitly mentioned in this clause 7. This limitation does not apply to unlawful intent or gross negligence on the part of the supplier, but it also applies to unlawful intent or gross negligence of auxiliary persons.

**8. Transfer of Benefit and Risk**
8.1 Benefits and risks pass to the purchaser upon departure of the deliveries from the factory. 8.2 If shipping is delayed at the request of the purchaser or for other reasons not attributable to the supplier, the risk passes to the purchaser at the originally scheduled time for delivery ex works. From this point onwards, the deliveries are stored and insured at the expense and risk of the purchaser.

**9. Inspection and Acceptance of Deliveries and Services**
9.1 The supplier will inspect deliveries and services as usual before shipment. If the purchaser requests additional inspections, these must be agreed upon separately and reimbursed separately by the purchaser. 9.2 The purchaser must inspect deliveries and services within a reasonable period and promptly report any defects in writing to the supplier. Failure to do so will result in the acceptance of deliveries and services unless the defects are recognizable through normal inspection. 9.3 The supplier must rectify the defects reported under clause 9.2 within a reasonable period, and the purchaser must provide an opportunity for this. 9.4 The conduct of an acceptance inspection and the determination of the conditions for it require a separate agreement. 9.5 Due to defects of any kind in deliveries or services, the purchaser has no rights and claims except those expressly mentioned in this clause 9 and in clause 10 (Warranty, Liability for Defect


**10. Warranty, Liability for Defects**
10.1 Unless otherwise agreed, the warranty period is 12 (twelve) months, or 6 (six) months in the case of continuous operation. It starts with the departure of the deliveries from the factory. If shipping is delayed for reasons not attributable to the supplier, the warranty period ends no later than 12 (twelve) or 6 (six) months after the notice of readiness for dispatch. For installed parts, the warranty period begins with the completion of the installation. For replaced or repaired parts, the warranty period starts anew and lasts for 6 (six) months from the replacement or completion of the repair, but no longer than twice the original warranty period as mentioned earlier. The warranty expires prematurely if the purchaser or third parties make improper changes or repairs, use non-original spare parts or wear parts, or if the purchaser, in case of a defect, does not promptly take all appropriate measures to mitigate the damage and provides the supplier the opportunity to rectify the defect. 10.2 Upon written request from the purchaser, the supplier undertakes to rectify or replace within a reasonable period any parts of the deliveries that become damaged or unusable due to poor material, faulty construction, or defective execution, provided that this occurs within the warranty period. Replaced parts become the property of the supplier unless expressly waived. If the purchaser refuses rectification or replacement of the complained parts, the supplier is relieved of its warranty obligation and all claims for damages. 10.3 Assured properties are only those explicitly designated in the specifications. The assurance applies until the end of the warranty period at the latest. 10.4 In the case of a defect as described in clause 10.2 above or in the case of assured properties that are not or only partially fulfilled, the purchaser initially has exclusive entitlement to rectification within a reasonable period by the supplier and must provide the supplier the opportunity to do so. If rectification fails or is only partial, or if the supplier unjustifiably refuses rectification, the purchaser is entitled to a reasonable reduction in price. If the defect is so severe that it cannot be rectified within a reasonable period and the deliveries or services are not or only significantly usable for the stated purpose, the purchaser has the right to refuse acceptance of the defective part or, if partial acceptance is economically unreasonable, to withdraw from the contract. The supplier can only be obliged to refund amounts paid for the parts affected by the withdrawal. 10.5 Excluded from the warranty and liability of the supplier are damages that are not demonstrably caused by poor material, faulty construction, or defective execution, e.g., due to natural wear and tear, improper maintenance, disregard of operating and usage instructions, excessive stress, unsuitable operating materials, construction or assembly work not carried out by the supplier, and other reasons not attributable to the supplier. 10.6 The purchaser has no rights and claims due to defects in material, construction, or execution, as well as the absence of assured properties, except those explicitly mentioned in clauses 10.1 to 10.5.

**11. Exclusion of Further Liabilities of the Supplier**
All cases of contractual breaches and their legal consequences, as well as all claims of the purchaser, regardless of the legal basis, are conclusively regulated in these terms. In particular, all claims not expressly mentioned, such as claims for damages, reduction, rescission of the contract, or withdrawal from the contract, are excluded. Under no circumstances does the purchaser have claims for compensation for damages not arising directly from the delivered item, such as production downtime, loss of use, loss of orders, lost profits, and other indirect or consequential damages. This exclusion of liability does not apply to unlawful intent or gross negligence of the supplier, but it also applies to unlawful intent or gross negligence of auxiliary persons. This exclusion of liability does not apply to the extent that it contradicts mandatory law.

**12. Jurisdiction and Applicable Law**
12.1 The place of jurisdiction for the purchaser and the supplier is the supplier's registered office. However, the supplier is entitled to take legal action against the purchaser at its registered office. 12.2 The legal relationship is subject to substantive German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).