AGB

General Terms and Conditions of Business and Delivery

I. General, scope of application

(1)  These General Terms and Conditions apply to all current and future business relationships.

(2)  Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if known, unless expressly agreed in writing.

(3)  Consumers within the meaning of these terms and conditions are natural persons with whom a business relationship is entered into without a commercial or independent professional activity being attributable to them.

(4)  Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who, when concluding the legal transaction, are acting in the exercise of their commercial or independent professional activity.

(5)  Customers within the meaning of these terms and conditions are both consumers and entrepreneurs.

II. Offers and order placement

(1)  Our offers are always subject to change. In case of doubt, the contract shall only come into effect upon and in any case only after the issue and content of our written order confirmation, insofar as such is issued. Offers and attachments may not be made accessible to third parties.

(2)  Subsidiary agreements, amendments, supplements or cancellations of the contract require our written confirmation.

(3)  Our customer service staff are only authorised to conclude contracts and collect payments with written authorisation.

(4)  The illustrations and information contained in our price lists, brochures, cost estimates and offers, in particular weights or dimensions or other technical data as well as DIN, VDE or other company or inter-company standards and samples referred to merely characterise the subject matter of the contract and shall only constitute a guarantee if confirmed in writing.

warranty of quality.

(5)  The customer shall assume responsibility for the information incumbent upon him and the parts to be provided by him.

(6)  Price verification in the case of subcontracts for public contracts: Agreements to submit to a price audit for public contracts in accordance with VOPR No. 30/53 shall only become part of an order if we expressly declare this to the client in writing when accepting the order.

III. Prices and terms of payment

(1)  Our prices are quoted net without discount or other reduction in Euro ex works excluding packaging. Freight and insurance plus the value added tax applicable on the day of delivery. The granting of a discount requires a special written agreement between the contracting parties.

(2)  If the cost factors for production materials, energy, operating materials, wages, salaries, freight, handling tariffs, customs duties, taxes or similar change in the period between the conclusion of the contract and the contractually agreed time of delivery, we may invoice the resulting additional costs and subsequently increase the agreed price accordingly. In this respect, the price increase shall be limited to the price that can be realised on the market. If a fixed price has been agreed, we shall be authorised to demand that the customer agrees to a new, higher price by amending the prices quoted. If no agreement is reached, we are authorised to withdraw from the contract. If the customer is not a merchant, our reservation of cancellation shall only apply in the case of a contractually agreed delivery period of more than 4 months or if a continuing obligation exists.

(3)  Our invoices are deemed to be recognised if no objection is raised in writing within 30 days of the invoice date. We shall inform the customer of this with each invoice.

(4)  Payments must be made within 8 days of receipt of the invoice without deductions or discounts. In the event of maturity or default of payment, we shall charge interest in the amount of the bank credit interest charged to us, but at least 5% above the base interest rate, as well as our other damages caused by default. The presentation of cheques or bills of exchange is on account of performance and requires our express consent.

(5)  In the event of default with more than one liability, all our claims against the customer shall be due for payment immediately.

(6)The customer shall only have a right of set-off if his counterclaims have been legally established or recognised by us. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

(7)Our claims are assigned to BFS Finance GmbH, Verl, insofar as the invoices bear a corresponding note. Payments can only be made to BFS with debt-discharging effect. The bank details can be found on the invoice.

IV. Deliveries, transfer of risk

(1)Unless otherwise agreed, the delivery period shall commence upon receipt of the order confirmation, but at the earliest upon delivery of the material to be processed, provided that all technical and organisational details essential to the contract have been bindingly determined at this point in time.

(2)Unforeseeable, unavoidable or other serious events affecting us, a supplier or a subcontractor, such as strikes, lockouts, operational disruptions, energy or material shortages, staff shortages, official orders or interventions, natural disasters, lack of means of transport, etc., which lead to delays in delivery or performance or even to the impossibility of performance and for which we are not responsible, shall extend the agreed delivery periods by the duration of the hindrance and, in the event of impossibility, shall entitle both parties to withdraw from the contract.

(3)If the extension of the delivery time significantly changes the cost situation on which we based our offer or if the provision of the service is unreasonable for us in any other way, we shall be entitled to withdraw from the contract to the exclusion of any claims for damages on the part of the customer.

(4)The delivery time shall be deemed to have been met if the delivery item has left the company by the time it expires or if the client has been notified of readiness for dispatch. Otherwise, the delivery time shall only be regarded as approximate, so that the customer shall only be entitled to rights if the delivery time is not met if a special agreement has been made.

(5)If the client defaults on its obligation to provide or co-operate after a written reminder, we shall be entitled, at our discretion, to withdraw from the contract after setting a written grace period of 14 days.

to withdraw from the contract or to demand compensation for non-fulfilment.

(6)Partial deliveries are permitted.

(7)If the customer is an entrepreneur within the meaning of § 1, he shall bear the risk of loading, transport and unloading from the time the goods are handed over to the transport person at the latest. This shall also apply if we have assumed the transport costs. If the customer is a consumer within the meaning of § 1, the risk shall not pass to him until the goods are handed over to him. If the goods to be processed are collected by us at the customer's request, the customer shall bear the transport risk. The client is free to insure these risks. The above provisions shall also apply if we have guaranteed carriage paid deliveries.

(8)If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for dispatch. Goods that are ready for dispatch must be called off by the customer immediately, but at the latest after a period of 10 days after notification. If no call-off is made, this shall entitle us to store the goods at our own discretion at the expense and risk of the client. Storage charges of 1% of the invoice amount can also be charged for each month or part thereof, whereby the storage charge is limited to 5% of the invoice amount, unless we can prove higher storage costs.

(9)Unless otherwise agreed, the customer shall bear the costs of unloading the goods. If the goods are not unloaded immediately by the customer, the customer shall bear the additional costs or damage caused by waiting times. Unloading by the crane attached to the delivery vehicle shall be carried out at the customer's request and expense.

V. Acceptance

(1) If acceptance has been agreed, this can only take place at the supplying plant. Acceptance must take place immediately after we have notified the customer of completion. If acceptance does not take place despite a deadline being set by us, we shall be entitled to dispatch the goods without acceptance or to store them at the expense and risk of the customer. The goods shall be deemed to have been delivered and accepted in accordance with the contract upon dispatch or storage, unless the buyer has expressly declared his acceptance within a reasonable period set by us. When setting a deadline, we will specifically point out the intended significance to the buyer in the event of his silence. VI Retention of title and security rights (1) In the case of contracts with consumers, we retain title to the goods until the purchase price has been paid in full. In the case of contracts with entrepreneurs, we shall retain title to the goods until all claims arising from the contract have been settled in full.

We reserve the right to retain title to the goods in the event of an ongoing business relationship and any claims arising in connection with the object of purchase. For the duration of the retention of title, the customer is obliged to inform us immediately of any access by third parties to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods, to provide us with the information necessary for legal prosecution and to hand over the necessary documents. The customer must notify us immediately of any change of ownership of the goods.

(2)         We are entitled to a statutory contractor's lien on the items handed over to us. Irrespective of this, the customer shall grant us a contractual lien on the items handed over, which shall serve to secure all claims arising from the business relationship. If the parts are delivered to the customer before full payment has been made, it is hereby agreed with the customer that he shall transfer ownership of these parts to us to the value of our claim as security for our claims and that the transfer of ownership shall be replaced by the customer keeping the parts for us. The same shall apply with regard to the expectant right of the client to objects handed over to us which have been delivered to the client by a third party subject to retention of title. We are entitled to bring about the cancellation of the retention of title. Reassignment claims of the customer against a third party to whom he has previously transferred the items handed over to us as security shall be assigned to us. We hereby accept the assignment.

(3)         The client may neither pledge nor assign by way of security items to which we have a right of lien or which are in our reserved or collateral property. However, he may resell or process the items in the ordinary course of business, unless he has already effectively assigned the claim against his contractual partner to a third party in advance. Any processing of the items subject to our retention of title or ownership by way of security by the customer into a new movable item shall be carried out on our behalf with effect for us, without any liabilities arising for us as a result. We hereby grant the client co-ownership of the item in the ratio of the value of the new item to the value of our performance. The customer shall store the new item with due commercial care and free of charge.

(4)         If goods subject to retention of title are processed by the customer into a new movable item, the processing shall be carried out in our name and on our behalf. If processing is carried out with items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied by us in relation to the other processed items. The same shall apply if the goods are mixed, blended or combined with other items not belonging to us. If the customer acquires sole ownership by combining, mixing or blending, the customer shall transfer ownership to us.

The customer hereby assigns to us co-ownership in the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. In such cases, the customer shall store the item in our ownership or co-ownership, which is also deemed to be reserved goods within the meaning of the following provisions, free of charge.

(5)  If goods subject to retention of title are resold by the entrepreneur, the entrepreneur hereby assigns to us the claims against third parties arising from the resale in the amount of the value of the goods subject to retention of title; we accept the assignment. If we have co-ownership of the resold goods subject to retention of title, the assignment of the claims shall extend to the amount corresponding to the value of our co-ownership share. After the assignment, the entrepreneur is authorised to collect the claim. We reserve the right to collect the claim ourselves as soon as the entrepreneur does not properly fulfil his payment obligations. In this case, the entrepreneur is obliged to name us the debtors of the assigned claims and to notify them of the assignment.

(6)  At our request, the customer must provide evidence of the claim individually and disclose the assignment to third party purchasers with the request to pay us up to the amount of our claims. We shall also be entitled to notify the subsequent purchaser of the assignment ourselves at any time and to collect the claim. However, we shall not make use of this right and shall not collect the claim as long as the customer duly fulfils his payment obligations.

(7)  The client is obliged to inform us immediately of any enforcement measures taken by third parties against the security rights or our property. Furthermore, the client is obliged to insure our property adequately and to assign the claims against the insurance company to us if required. At the request of the customer, the securities to which we are entitled in accordance with the above provisions shall be released to the extent that their value exceeds the claims to be secured by more than 20 %.

(8)  All our claims, including those arising from other contracts, shall become due immediately, even in the event of deferral, as soon as the customer defaults on the fulfilment of other obligations to us, ceases payment, is over-indebted, judicial insolvency proceedings are opened against his assets or the opening of such proceedings is refused for lack of assets or circumstances become known which are likely to significantly reduce the creditworthiness of the customer. In such a case, we shall be entitled, at our discretion, to perform outstanding deliveries and services only against advance payment or provision of security or to withdraw from the contract after a previous unsuccessful reminder, even if the consideration is not yet due.

VII. Warranty

(1)  If the customer is an entrepreneur, customary breakage and shrinkage shall not be deemed to be material defects. If the customer is an entrepreneur, we shall initially provide warranty for defects in the goods by subsequent fulfilment (at our discretion, repair or replacement). If the customer is a consumer, the statutory provisions shall apply.

(2)  If the subsequent fulfilment fails, the customer may, at his discretion, demand a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). However, in the event of only a minor breach of contract, in particular in the case of only minor defects, the customer shall not be entitled to withdraw from the contract.

(3)  Entrepreneurs must notify us of obvious defects in writing immediately after receipt of the goods; otherwise the assertion of warranty rights is excluded. Timely despatch shall suffice to meet the deadline. The entrepreneur shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notification of defects. Consumers must notify us in writing of obvious defects within a period of two months after the time at which the condition of the goods contrary to the contract was established. The date of receipt of the notification by us shall be decisive for compliance with the deadline. If the consumer fails to provide this information, the warranty rights shall expire two months after the defect is discovered. This shall not apply if we can be accused of fraudulent intent. The burden of proof for the time of discovery of the defect lies with the consumer. If the consumer was persuaded to purchase the item by inaccurate statements made by the manufacturer, the consumer shall bear the burden of proof for his purchase decision. In the case of second-hand goods, the consumer bears the burden of proof for the defectiveness of the item.

(4)  If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent fulfilment has failed, he is not entitled to any additional claim for damages due to the defect. If the customer chooses compensation for damages after subsequent fulfilment has failed, the goods shall remain with the customer if this is reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This does not apply if we have maliciously caused the breach of contract.

(5)  If the customer is an entrepreneur, only the manufacturer's product description shall be deemed agreed as the quality of the goods. Public statements, promotions or advertising by the manufacturer do not constitute a contractual description of the quality of the goods.

(6)  If the customer receives faulty assembly instructions, we shall only be obliged to supply faultless assembly instructions and only if the fault in the assembly instructions prevents proper assembly.

(7)  The customer's warranty rights shall expire, in each case beginning with the delivery of the goods, a. in the case of an item that has been used for a building in accordance with its normal use and has caused its defectiveness in five years, b. in the case of other items from a contract with a consumer, in two years; claims for damages by the consumer due to a defect in one year, c. in the case of other items from a contract with an entrepreneur in one year.

(8)  This shall not apply if we can be accused of fraudulent intent. In this case, the customer's warranty rights are subject to the regular statute of limitations.

VIII. Exclusion of liability

(1)  In the event of slightly negligent breaches of duty, our liability shall be limited to the foreseeable, contractually typical, direct average damage according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents. We shall not be liable to entrepreneurs for slightly negligent breaches of insignificant contractual obligations.

(2)  When calculating damages, a reasonable limitation shall apply in relation to the value of the delivered goods to the value of the product manufactured by the customer, to the special nature of the installation site and to the recognisability and avoidability of the occurrence of damage by the customer. Damage that could have been avoided by the customer by taking reasonable measures to ensure product traceability is not reimbursable.

(3)  The maximum amount of liability on the part of CP Tech GmbH to compensate for

Warranty or compensation claims amount to 5,000,000 per calendar year, .€

(4)  Furthermore, CP Tech GmbH is not liable for damages resulting from loss of profit and business interruption damages. In the event of delayed delivery, CP Tech GmbH is only liable for compensation for reasonable special transport costs.

(5)  The only exception to this is liability for grossly negligent or wilful behaviour on the part of CP Tech GmbH. This limitation of liability shall also apply in the relationship between the customer and the personnel employed by CP Tech GmbH.

employees, vicarious agents and subcontractors. (6) The above limitations of liability do not apply to claims of the customer arising from product liability. Furthermore, the limitations of liability shall not apply in the event of physical injury or damage to health attributable to us or in the event of loss of life of the customer.

(7) CP Tech GmbH does not accept contractual penalties or lump-sum compensation items.

IX. Copyright

(1) The client releases us from all claims of third parties in connection with industrial property rights, in particular copyright and similar property rights to drawings and documents provided to us. We undertake to use photocopies and other reproductions made exclusively for the purposes of calculation and production and not to pass them on to third parties.

X.   Drawings and other documents

(1) We reserve ownership rights and copyrights to cost estimates, drawings and other documents provided to the client. These documents may not be used for purposes other than those specified by us or made accessible to third parties. The documents must be returned upon request.

XI. Trade secrets/data protection

(1) The customer is obliged not to disclose trade secrets, in particular process-related information about our products, to third parties. Drawings, manufacturing details and other agreements are subject to data protection. These data may therefore also not be passed on to third parties. By accepting the terms and conditions of business, the client gives his consent that the data stored on his person within the scope of the fulfilment of the purpose may be processed by means of EDP.

XII.      Insurance

(1) Insurance shall be taken out for items delivered by the client or for transport to be carried out for the client, for example against breakage, transport or damage.