General Terms and Conditions

General Terms and Conditions of Sale, Delivery and Payment (GTC) of TPO Holz-Systeme GmbH, a company of the ARBONIA Group / Status 01/2022

1 General

1.1 The following General Terms and Conditions of Sale, Delivery and Payment ("GTC") apply between the company TPO Holz-Systeme GmbH as seller and supplier (hereinafter: "Supplier") and the respective buyer and purchaser (hereinafter: "Customer"), Supplier and Customer together also referred to as "Parties". Deviations from these terms and conditions - in particular the validity of the customer's purchasing provisions or terms of payment - require the express written acknowledgement of the supplier. The General Terms and Conditions of Sale, Delivery and Payment shall also apply if the Supplier concludes the contract in the knowledge that the Customer's terms and conditions conflict with or deviate from the Supplier's General Terms and Conditions of Sale, Delivery and Payment.

1.2 The Supplier's offers are subject to change. Orders are only binding for the Supplier if they are confirmed by the Supplier or if the Supplier fulfils them by sending the goods; verbal collateral agreements are only binding if the Supplier confirms them in writing. If the Supplier fulfils the order by sending the goods, the contractual relationship shall come into effect in accordance with the actual delivery and with the content of the mutual agreements. The customer is obliged to check the supplier's order confirmations immediately for correctness and completeness and to notify the supplier immediately in writing of any inaccuracies, corrections, etc.

1.3 Third-party property rights must be observed when using the delivered goods. The documents belonging to the offer, such as illustrations, drawings, weights and dimensions and other information, are only approximate unless they are expressly designated as binding. The supplier reserves the property rights and copyrights to cost estimates, drawings and other documents; they may not be made accessible to third parties. Unless necessary for the fulfilment and execution of the order, the supplier shall only make plans or documents designated by the customer as confidential accessible to third parties with the customer's consent.

1.4 For contracts for work and labour and contracts for work and materials, these Terms and Conditions shall apply accordingly and, in addition, the special terms and conditions listed in Section 7 shall take precedence and supplement them.

1.5 These General Terms and Conditions of Sale, Delivery and Payment shall apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).

2. Delivery / Delivery time / Delivery period / Delay

2.1 All deliveries shall be made ex works of the supplier.

2.2 If the supplier provides its own packaging and means of transport, the supplier's special packaging conditions shall apply. In the event of late return (i.e. exceeding the usual unloading time) of loading equipment or private means of transport or containers, the Supplier shall be entitled to invoice the Customer for the costs and hire charges incurred.

2.3 As long as the customer is in arrears with an obligation or act of co-operation, the supplier's obligation to deliver shall be suspended.

2.4 If an agreed delivery deadline is culpably exceeded, the supplier shall only be in default after setting a reasonable grace period, which must be at least four weeks.

2.5 The Supplier's written order confirmation shall always be decisive for the scope of the delivery; in the case of an offer by the Supplier with a time limit and acceptance within the time limit, the offer shall be decisive if there is no order confirmation from the Supplier. Collateral agreements and amendments require the written confirmation of the supplier.

2.6 Delivery announcements by the Supplier or the forwarding agent used are generally non-binding, unless the delivery date is expressly agreed as binding by the Supplier and confirmed in writing. Delivery specifications of the customer, in particular specified delivery and execution deadlines, are not taken into account and are non-binding for the supplier; fixed delivery dates and fixed transactions are generally excluded. Deviations from this require an express and separate written agreement with the supplier. The announcement of a delivery, even if it is confirmed in writing by the supplier or the authorised forwarding agent, shall not be deemed to be a bindingly agreed delivery date.

2.7 The delivery period begins with the dispatch of the order confirmation, but not before the provision of the data, documents, authorisations, approvals, materials or products to be provided by the customer, as well as before receipt of an agreed down payment. The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires. The delivery period shall be extended appropriately in the event of force majeure or other unforeseen events or circumstances (in accordance with the provisions of section 4.5) for which the supplier is not responsible; the same shall apply if the circumstances occur at subcontractors. The Supplier shall also not be responsible for the circumstances if they occur during an already existing delay. In important cases, the supplier shall inform the customer of the beginning and end of such hindrances as soon as possible.

2.8 The Supplier shall not be in default if there are delays in delivery for which it is not responsible or if the Customer fails to fulfil its obligations to cooperate. This includes in particular that the customer informs the supplier immediately of possible or existing impairments, obstacles or other circumstances that are relevant for the delivery. Furthermore, it is the customer's responsibility to create and maintain the conditions to ensure that the goods can be delivered to their destination properly and on time. If there are delays in dispatch or delivery due to obstacles or impairments for which the supplier is not responsible, the delivery period shall be extended by a reasonable period of time, subject to further claims and rights of the supplier. The same shall apply if the goods - in whole or in part - are not accepted or accepted by the customer or a recipient named by the customer (e.g. in the case of drop shipments) or cannot be delivered there.

2.9 Insofar as the customer suffers damage due to a delay culpably caused by the supplier, which is based on a delay in delivery not caused intentionally or through gross negligence on the part of the supplier, the customer shall be entitled to claim a lump-sum compensation for delay in the amount of 3% of the delivery value for each completed week of delay, but not more than 15% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected. We reserve the right to provide evidence of higher or lower damages.

2. 10 The provisions of clause 5.6 shall apply accordingly to the limitation of liability and the non-applicability of the limitation. Furthermore, the limitation shall not apply in the event of default if a fixed delivery date has been agreed.

2.11 Default of acceptance by the customer.

2.11.1 The customer shall be in default of acceptance of the goods if he does not accept them within the announced delivery date or does not accept them in full, or refuses to accept the goods. The same shall apply if the goods are dispatched and delivered to another recipient at the customer's request and this recipient does not accept or take delivery of the goods, or if other circumstances arise on the part of the customer or the recipient which mean that the goods cannot be delivered or cannot be delivered on the announced delivery date. The same shall also apply if dispatch is delayed or postponed at the customer's request.

2.11.2 If the customer is in default of acceptance of the goods, the entire order amount shall become due for payment. Further claims and rights of the supplier remain unaffected by this.

2.11.3 If the customer does not accept the goods or does not accept them on time, or if dispatch is delayed at the customer's request, the supplier is entitled, but not obliged, to store them at the customer's expense. Subject to the assertion of claims arising from the order and any further costs and expenses, EUR 35.00 per pallet and week shall be charged for storage.

2.11.4 If the goods cannot be delivered to the customer within 2 months, the supplier shall be entitled to dispose of the goods otherwise, to utilise them or to dispose of them or have them disposed of at the customer's expense and to claim the costs from the customer. The same shall apply if the Supplier sets the Customer a reasonable deadline (14 days) with a request to accept the goods and the Customer allows this deadline to expire fruitlessly. Any realisation proceeds, if any, and less any realisation costs and expenses, shall be offset against the Supplier's claim against the Customer. Otherwise, the Supplier's claims arising from the order shall remain unaffected. Claims of the customer for damages are excluded.

3. prices / Price adjustment / Payment

3.1 Unless otherwise agreed, the Supplier's prices are net prices ex works, excluding packaging, transport and ancillary costs. The prices are exclusive of the applicable value added tax.

3.2 Subject to clause 3.3, the prices valid or agreed at the time of conclusion of the contract shall apply for invoicing purposes.

3.3 Price adjustments are possible in accordance with clauses 3.3.1 to 3.3.3.

3.3.1 If the costs that are relevant and significant for the calculation and execution of the order (in particular raw materials and supplies, materials, labour and production costs, energy and transport costs, etc.) change significantly during execution, the parties undertake to renegotiate the prices, taking into account market and price developments, in order to bring about an adjustment to the current prices.

3.3.2 A significant price change shall be deemed to have occurred if there are more than four months between the conclusion of the contract and the start of production (period under consideration) and the prices change by more than 5% (in relation to the net value of the products concerned in the delivery) during this period. The calculation of the price change shall be based on price increases on the one hand and price reductions on the other, which are decisive for the calculation and order fulfilment and which fall within the period under consideration. The parties consider and agree that it is necessary and sufficient for the supplier to present the percentage changes that are relevant for the price adjustment.

3.3.3 If the parties are unable to agree on a price adjustment within 14 days from the date of commencement of negotiations, the Supplier shall be entitled to withdraw from the contract in the case of price increases and the Customer shall be entitled to withdraw from the contract in the case of price reductions with regard to the affected and non-executed part of the order; claims for compensation by the other party shall be excluded in this respect. This shall not affect claims for any services already performed. The cancellation can only be declared to the other party within a further period of 14 days from the failure of the negotiations and otherwise after the fruitless expiry of the 14-day negotiation period. For the duration of the negotiations and until the parties reach an agreement or until the expiry of the 14-day cancellation period after the failure or fruitless expiry of the negotiation period, the obligations of the parties with regard to the products affected by the price change shall be suspended.

3.4 Unless otherwise agreed, invoices are due without deduction fourteen days after the invoice date and are payable strictly net cash. The submission of cheques or bills of exchange requires the express and prior consent of the Supplier; their charges and costs as well as the risk of timely presentation and protesting shall be borne exclusively by the Customer.

3.5 If the payment deadline is exceeded, interest shall be charged in the amount of the usual bank debit interest, at least 9 percentage points above the respective base rate of the ECB, subject to the assertion of further damages.

3.6 In the event of default in payment, deterioration in creditworthiness or justified doubts as to the solvency or creditworthiness of the customer, the supplier shall be entitled - without prejudice to other rights - to declare all claims arising from the business relationship immediately due and payable and to demand securities or advance payments for future and outstanding deliveries and, in the event of refusal, to withdraw from the contract. This shall not affect the Supplier's right to claim damages for non-performance.

3.7 Only undisputed or legally established claims shall entitle the customer to offset or withhold payment.

4Dispatch/ Transfer of risk / Force majeure etc.

4.1 Unless expressly agreed otherwise, loading and despatch shall be ex works of the supplier uninsured and at the customer's risk. The Supplier shall endeavour to take into account any separate and special requests of the Customer with regard to the type and route of dispatch, without this giving rise to a corresponding obligation on the part of the Supplier; any additional costs incurred as a result - even if carriage paid delivery has been agreed - shall be borne by the Customer.

4.2 The risk (§ 447 BGB) shall pass to the customer at the latest when the goods are dispatched, even if partial deliveries are made or the supplier has assumed other services, e.g. transport and shipping costs. At the express request of the customer and as far as possible and practicable, the consignment shall be insured at the customer's expense against theft, breakage, transport, fire and water damage and other insurable risks. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day on which the goods are ready for dispatch. Delivered goods must be accepted by the customer, even if they have minor defects, without prejudice to any rights under these terms and conditions. The transfer of risk shall also take place upon loading or handover to the forwarding agent if the shipment is organised and carried out by the supplier, or if the costs of transport are borne or disbursed by the supplier.

4.3 In the case of technical equipment or accessories, commissioning (acceptance of use) shall be deemed to have taken place when the customer supplies or can supply them in full or in part for their intended use.

4.4 The Supplier shall be entitled to make and invoice partial deliveries.

4.5 In the event of force majeure or other unforeseen events for which the Supplier is not responsible - circumstances and events that cannot be prevented with the diligence of proper business management -, in particular in the event of industrial disputes; shortages of raw materials, materials or energy; official measures, orders or corresponding actions such as CORONA or PORRIS.CORONA or pandemic measures; disruptions due to political or economic events; transport or traffic disruptions, operational disruptions; breakdown of production facilities; sabotage; technical disruptions and/or interventions, etc., the contractual obligations of the parties shall be suspended for the duration of the disruption and to the extent of its effect. This shall also apply if such circumstances occur at the supplier's suppliers. If the resulting delays exceed a period of twelve weeks, the Supplier shall be entitled to withdraw from the contract with regard to the affected scope of performance without the Customer being entitled to claim damages.

5. Warranty / Liability / Compensation

5.1 All information on the suitability, processing and application of the products, technical advice and other information is provided to the best of the Supplier's knowledge, but does not release the Customer from its own tests and investigations.

5.1.1 The Supplier reserves the right to make necessary or required technical changes, customary design changes, adaptations and the correction of errors in brochures, product descriptions, data sheets, operating instructions and instructions for use, etc. that are reasonable for the Customer. These do not constitute a defect, unless they lead to a significant functional impairment, so that the product cannot be used or applied as intended.

5.1.2 Details in catalogues, leaflets, brochures etc. are subject to material, manufacturing and/or production-related deviations.

5.1.3 Deviations in dimensions, weight, performance and material as well as other technical specifications that are customary in the trade and/or industry do not justify a complaint about the goods.

5.1.4 Deviations of individual delivery items of a generic delivery in structure and colour do not constitute a defect and cannot be objected to insofar as they are due to the nature of the materials used (wood, veneers, chipboard, colours, etc.) and are customary in the trade.

5.1.5 For tolerances, national or European standards, industry regulations, generally recognised rules of technology and otherwise the customary values and tolerances shall apply. A deviation or exceeding of tolerances shall only constitute a defect if this is not customary in the trade or industry and leads to a significant impairment of use or function.

5.1.6 The Supplier is entitled to make design and/or material changes as well as minor technical changes or adaptations without the Customer's consent, provided that these correspond to the generally recognised rules of technology and do not lead to a significant impairment of use or function.

5.1.7 In the case of customised products according to the customer's specifications, the warranty is excluded if defects are based on information, calculations or design documents provided by the customer.

5.1.8 The regulations on supplier recourse (§§ 445a, 478 BGB) remain unaffected. Insofar as technical information is provided by the Supplier or the Customer is advised and the information or advice is not part of the contractually agreed scope of services owed by the Supplier, this shall be provided free of charge and to the exclusion of any liability.

5.2 Duty to inspect and give notice of defects (§§ 377-381 HGB)

5.2.1 The customer must inspect the delivered goods - including partial deliveries - immediately upon receipt for defects (in particular with regard to quantity, dimensions, design, quality and intended use) and notify the supplier immediately of any complaints. The obligation to inspect must extend to all large parts (doors, frames); the inspection of random samples is not sufficient in this respect.

5.2.2 The customer must notify the supplier of obvious defects immediately after delivery and before using, processing or reselling the goods, but at the latest within eight calendar days of receipt of the goods - in the case of hidden defects immediately after their discovery, but at the latest eight calendar days after their discovery - in writing and in detail, enclosing supporting documents, otherwise the goods shall be deemed to have been approved.

5.2.3 In the event of damage to the delivery item, in particular broken edges of the doors, the customer shall bear the burden of proof that the damage is the responsibility of the supplier and did not occur during transport or delivery.

5.3 Assembly and return

5.3.1 The goods delivered by the Supplier may only be used and installed or assembled in accordance with the Supplier's installation instructions and information (in particular installation instructions, warning and information signs, etc.). The goods must be carefully inspected and checked for correctness and completeness, dimensions and design, as well as for defects, damage and suitability for installation before assembly. Defective or damaged goods must be reported to the supplier immediately and may not be installed or fitted unless this is done with the prior written consent of the supplier. Transport damage must be noted on the consignment note and countersigned by the driver.

5.3.2 The customer must give the supplier the opportunity to inspect and check the goods complained about. In the event of justified complaints, the Supplier shall bear the costs of subsequent fulfilment in accordance with the statutory provisions.

5.3.3 Rejected goods may only be returned with the express consent of the Supplier.

5.3.4 In all other respects, the supplier's guidelines for handling complaints and claims shall apply.

5.4 Liability for defects in the delivery

5.4.1 The Supplier shall be liable for defects in the delivery of newly manufactured products, including the absence of expressly warranted characteristics, to the exclusion of further claims and without prejudice to the provisions of clause 5.6 as follows: All those parts shall be repaired or replaced free of charge at the Supplier's discretion which become apparent within the warranty period pursuant to Clause 5.4.2 from handover and which prove to be unusable or significantly impaired in their usability as a result of a circumstance prior to the transfer of risk, in particular due to defective design or manufacture, defective or poor materials, defective assembly instructions leading to improper assembly, or defective workmanship.

5.4.2 The customer's right to assert claims arising from defects (warranty period) shall expire in all cases - subject to the provisions of clause 5.6 - 12 months from the date of timely notification of defects from delivery of the goods to the customer and, if the goods are to be accepted, from acceptance. Insofar as the law, e.g. in accordance with § 438 (1) No. 2 BGB (buildings and items for buildings), § 445b BGB (recourse claims) and § 634a (1) No. 2 BGB (building defects) prescribes longer periods, these periods shall apply. The warranty is excluded for the delivery of used products.

5.4.3 No warranty is given for damage caused by improper installation, storage or assembly, improper use, natural wear and tear or modifications or repair work carried out improperly by the customer or third parties without the prior authorisation of the supplier and which are not attributable to the fault of the supplier. This includes, for example, unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable construction or subsoil, weather influences, chemical, electrochemical or electrical influences, excessively high or low construction and/or air humidity or comparable influences that can have a negative effect on the product, etc..

5.4.4 The warranty is excluded if the supplier's assembly, commissioning, operating and/or maintenance instructions are not observed and complied with.

5.4.5 The customer shall give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries that the supplier deems necessary at its reasonable discretion, otherwise the supplier shall be released from liability for defects. This shall not apply if the rectification of defects is necessary in urgent cases for reasons of operational safety and to prevent disproportionately large damage; in such cases, the Customer shall notify the Supplier immediately and shall be entitled to rectify the defect itself or have it rectified by third parties and to demand reimbursement of the necessary costs from the Supplier.

5.4.6 The Supplier shall bear the costs of subsequent performance in accordance with § 439 BGB, insofar as it is obliged to do so on the basis of contractual agreement or mandatory statutory provisions (e.g. transport and travel costs, labour and material costs, removal and installation costs). The amount of these costs shall be limited to the usual and reasonable costs. Cost-increasing measures must be agreed with the supplier in advance, otherwise the supplier shall be released from the obligation to reimburse these costs; this shall also apply to all other costs if the supplier was not given the opportunity to examine the complaint or for subsequent fulfilment. The customer's rights due to a defect are excluded if the customer is aware of the defect when the defective item is installed or attached. If the customer remained unaware of a defect due to gross negligence, the customer may only assert rights due to this defect if the supplier fraudulently concealed the defect or assumed a guarantee for the quality of the item.

The instructions for handling complaints and claims in accordance with the supplier's guidelines shall apply to the handling of complaints.

5.4.7 Further claims of the customer, in particular a claim for compensation for damage that has not occurred to the delivery item itself, are excluded - subject to the provision in Section 5.6.

5.4.8 The exclusion and limitation of the Supplier's liability pursuant to Clauses 5.4.1 to 5.4.7 shall only apply in accordance with the provisions and limitations pursuant to Clause 5.6.

5.5 Cancellation

5.5.1 The customer may withdraw from the contract if the entire performance becomes definitively impossible for the supplier before the transfer of risk. If the impossibility occurs during the delay in acceptance or through the fault of the customer, the customer shall remain obliged to counter-performance. The same shall apply if the supplier is unable to perform.

5.5.2 If there is a delay in performance within the meaning of clause 2 (in particular 2.4 to 2.8) of the Terms and Conditions and the customer grants the supplier in default a reasonable grace period with the express declaration that it will refuse to accept the performance after expiry of this period, and if the grace period is not complied with, the customer shall be entitled to withdraw from the contract.

5.5.3 The customer shall also have the right to cancel the contract if the supplier allows a reasonable period of grace set for it to rectify or replace a defect for which it is responsible within the meaning of the terms and conditions of delivery to expire fruitlessly through its own fault. The customer shall also have the right to cancel the contract in other cases where the supplier fails twice to repair or replace the goods.

5.5.4 Subject to the provisions in Section 5.6, all other further claims of the customer are excluded, in particular for cancellation or reduction as well as for compensation for damages of any kind, including damages that have not occurred to the delivery item itself.

5.5.5 The customer may also withdraw from the contract if, in the case of an order for similar items, the fulfilment of part of the delivery becomes impossible in terms of quantity and the customer has a justified interest in rejecting a partial delivery; if this is not the case, the customer may reduce the consideration accordingly.

5.6 Liability

5.6.1 The Supplier shall be liable for intent and gross negligence as well as fraudulent intent.

5.6.2 In cases of simple negligence, the Supplier shall only be liable in the event of a breach of material contractual obligations. Material contractual obligations are those whose fulfilment characterises the contract and on which the customer may rely. In the event of culpable breach of material contractual obligations, the Supplier shall be liable - except in cases of intent and gross negligence - only for reasonably foreseeable damage typical of the contract; liability for non-essential contractual obligations is excluded.

5.6.3 In the event of a breach of contractual obligations by simple vicarious agents, the Supplier shall only be liable for reasonably foreseeable damage typical of the contract; liability for non-essential contractual obligations is excluded if this is based on simple negligence.

5.6.4 The exclusion of liability shall not apply in the event of injury to life, limb or health resulting from an intentional or negligent breach of duty by the supplier. Furthermore, the exclusion of liability shall not apply in cases in which liability is based on mandatory statutory provisions, in particular the Product Liability Act. It shall also not apply in the event of the assumption of a guarantee, in the absence of characteristics that are expressly warranted, if the purpose of the warranty was precisely to protect the customer against damage that did not occur to the delivery item itself, in the event of the assumption of a procurement risk in accordance with § 276 BGB or in the event of default in the event of the agreement of a fixed delivery date.

5.7 In cases of simple negligence, the Supplier's liability for damages shall become statute-barred one year after the statutory commencement of the limitation period; this shall not apply to damages due to injury to life, body or health, to damages under the Product Liability Act or in the event of the assumption of a guarantee, a warranted characteristic or the assumption of a procurement risk.

6. Retention of title / extended retention of title / extended retention of title

6.1 The goods sold shall remain the property of the Supplier until the claims arising from the business relationship with the Customer have been paid in full. The customer is authorised to dispose of the purchased goods in the ordinary course of business.

6.2 The retention of title shall also extend to the full value of the products resulting from the processing, mixing or combining of the Supplier's goods, whereby the Supplier shall be deemed to be the manufacturer. If, in the event of processing, mixing or combination with goods of third parties, their right of ownership remains, the supplier shall acquire co-ownership in proportion to the invoice values of these processed goods.

6.3 The customer hereby assigns to the supplier by way of security the claims against third parties arising from the resale in total or in the amount of any co-ownership share of the supplier (cf. Clause 6.2). The Customer is authorised to collect these claims for the Supplier's account until revocation or suspension of its payments to the Supplier. The customer is also not authorised to assign these receivables for the purpose of collecting receivables by way of factoring, unless the factor is simultaneously obliged to effect the consideration in the amount of the supplier's share of the receivables directly to the supplier for as long as the supplier still has receivables from the customer.

6.4 The assertion of the retention of title or the seizure of the delivery item by the supplier shall not be deemed a cancellation of the contract.

6.5 The goods and the claims replacing them may not be pledged to third parties or transferred or assigned as security before the Supplier's claims have been paid in full. The customer shall notify the supplier immediately by registered letter of any seizure by third parties (e.g. attachment, confiscation, etc.) of the goods and claims belonging to the supplier.

6.6 If the value of the securities exceeds the Supplier's claims by more than 20%, the Supplier shall, at the Customer's request, release securities to this extent at the Supplier's discretion.

6.7 In the event of breach of contract by the Customer, in particular in the event of default in payment, the Supplier shall be entitled to take back the goods following a reminder and the Customer shall be obliged to surrender them.

6.8 Unless otherwise agreed, the Supplier shall be entitled, but not obliged, to insure the delivery item against theft, breakage, fire, water and other damage at the Customer's expense, unless the Customer has demonstrably taken out the insurance itself.

6.9 Properly delivered goods cannot be returned. If the supplier nevertheless takes back goods in exceptional cases and with express written consent, the supplier shall be entitled to deduct 30% of the value of the goods for inspection, repair and storage. The taking back of goods is limited to goods in stock and is always subject to the condition that the goods are in a new, faultless and saleable condition. If the goods returned to the Supplier are not in perfect and saleable condition, the Supplier shall be entitled to definitively refuse to take back the goods and to return them to the Customer at the Customer's expense and/or to dispose of them after setting a reasonable deadline. Customised products or goods manufactured for the customer cannot be returned. The mere acceptance of the goods returned by the customer shall not be deemed to be a return of the goods by the supplier, even if the return is made by agreement between the parties.

7. Special conditions for contracts for work and labour and contracts for work and materials

7.1 For contracts for work and labour and contracts for work and materials in which the delivery item (or the work) is to be accepted, the special conditions in accordance with this clause 7 shall apply with priority and in addition.

7.2 In the case of contracts for work and labour or contracts for work and materials, acceptance shall take place after performance of the service (delivery of the goods or performance of the work). The customer undertakes to grant acceptance if the delivery item or the work performance does not have any significant defects that significantly impair the value and economic utilisation and usability. Defects that become apparent upon acceptance of the work shall be recorded in an acceptance report.

7.3 If the customer refuses or fails to declare acceptance of the work, it must state the reasons for the refusal or failure to declare acceptance in writing within a period of 2 weeks from handover. If this period expires, acceptance shall be deemed to have taken place.

7.4 The work shall also be deemed to have been accepted if the customer is aware of or claims a defect but uses or commissions the work. Partial deliveries or services may be accepted separately.

7.5 The Supplier shall be entitled to collect and invoice instalments.

7.6 With regard to the goods delivered by the Supplier which cannot be installed or assembled due to advance services not rendered on time by the Customer or third parties commissioned by the Customer or other circumstances for which the Customer is responsible, the risk shall pass to the Customer as soon as the Customer is in default of acceptance of the service (default of acceptance). This shall also apply if the complaints asserted by the customer are not significant, in particular if the delivery item or the work performance does not have any significant defects that significantly impair the value and economic utilisation and usability.

7.7 If the work is to be accepted, the Supplier's claim for payment shall be due within 7 days of acceptance, unless expressly stipulated or agreed otherwise. The same shall apply if the customer is in default of acceptance of the service.

8. Property rights and copyrights / confidentiality / data protection

8. 1 The customer shall be granted a non-exclusive and non-transferable right of use to data, associated documentation and subsequent supplements for internal use with the products for which the data was supplied. The Supplier shall remain the owner of the rights in all cases.

8.2 The contracting parties undertake to treat all circumstances and/or facts which are not in the public domain and which become known to them in the course of the business relationship as business secrets. Drawings, samples, templates, sketches, moulds, tools, means of production, etc. may not be passed on to third parties or made accessible to them in any other form without the express consent of the Supplier. The same applies to data provided to the customer by the supplier or rights of use granted to the customer.

8.3 When passing on personal data, the relevant data protection regulations must be observed, in particular the provisions of the GDPR and the BDSG.

9. Place of fulfilment / place of jurisdiction / other

9.1 Should provisions of the contract or a provision included in the future be wholly or partially invalid or unenforceable, lose their legal validity or enforceability at a later date and/or contain a loophole, this shall not affect the validity of the remaining provisions of the contract. In place of the invalid or unenforceable provisions or to fill the gap, an appropriate provision shall apply which, as far as legally possible, comes closest to what the contracting parties intended or would have intended according to the meaning and purpose of the contract if they had considered the point when concluding this contract or when subsequently including a provision. Should provisions of the General Terms and Conditions of Business not become part of the contract in whole or in part or be invalid, the remainder of the contract shall remain valid.

9.2 In the event of any disputes arising from the contractual relationship, the Supplier shall be entitled, if the Customer is a registered trader, a legal entity under public law or a special fund under public law, to bring an action before the court having jurisdiction for the Supplier's head office or the branch office carrying out the delivery; the place of performance and jurisdiction for all disputes arising in connection with the business relationship, including for bills of exchange and cheques, shall be the Supplier's registered office. The supplier shall also be entitled to bring an action at the customer's registered office.

9.3 The customer may not assign, pledge or in any other way transfer or encumber receivables, claims and/or rights arising from the contract to third parties without the written consent of the supplier.

9.4 The application of foreign law is excluded; the law of the Federal Republic of Germany shall apply exclusively, in particular the German Civil Code and the German Commercial Code, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and German private international law, even if the customer is domiciled abroad. Insofar as agreements or provisions are also translated into other languages, the German version shall always be decisive for the application and interpretation.

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