GENERAL TERMS AND CONDITIONS (GTC)

Holzhauer-Pumpen GmbH – Status April 2024

1. SCOPE OF DELIVERY
   
   1.1 The Seller’s offers are subject to change unless they are expressly designated as binding.
   
   1.2 The scope of delivery and services shall be determined exclusively per the Seller’s written order confirmation or secondarily per the Seller’s written offer. Any additional agreements and collateral agreements must also be made in writing. All supplies and services shall be provided exclusively based on these Terms and Conditions of Delivery. Any reference by the Buyer to its own terms and conditions of purchase is hereby rejected. These Terms and Conditions of Delivery shall also apply to all future transactions, even if they are not expressly agreed again. Any deviations from them require the Seller’s express written acknowledgement.
   
   1.3 Any details contained in product catalogues, price lists, drawings, dimensions and weight tables are only binding insofar as they are expressly referred to. Such product information is merely descriptive and does not constitute a guarantee.
   
   1.4 The Seller reserves its property rights and copyrights to all technical and commercial documents, such as plans, samples, drawings, cost estimates, and the like, and to all tangible and intangible information – also in electronic form. These must not be made accessible to any third party without the Seller’s prior written consent and must be returned to the Seller immediately if the Seller reclaims them at any time. This does not include making them accessible to third parties who maintain, repair, or process the Buyer’s products for the Buyer and who require technical documentation on the product for this purpose.
   
   1.5 Unless otherwise agreed, any contractually agreed acceptance tests shall be carried out at the place of manufacture and following the industry standard in the country of manufacture, whereby the Seller shall only bear the costs incurred by it. Any costs incurred by the Buyer, e.g. by participating in the tests, shall be borne by the Buyer. The provisions of EN ISO 9906 shall apply to the acceptance test.
   
   
2. DELIVERY TIME, DELIVERY DELAY, AND FORCE MAJEURE
   
   2.1 Agreed delivery times shall commence on the date of the Seller’s written order confirmation, but not before clarification of all commercial and technical issues between the contracting parties and provision of the documents, supplies, authorisations, approvals, payment securities to be procured by the Buyer and receipt of an agreed down payment. In the aforementioned cases, the delivery time shall be extended in accordance with the delay.
   
   2.2 Compliance with the delivery time is subject to correct and timely delivery to us. The Seller shall inform the Buyer immediately of any delays that become apparent.
   
   2.3 Delivery times are deemed to have been met if the Seller has taken the actions required under the contractually agreed commercial clause. If an acceptance is to be carried out, the
   acceptance date shall be decisive – except in the case of justified refusal of acceptance – or alternatively the notification of readiness for acceptance.
   
   2.4 If dispatch and/or acceptance of the delivery item is delayed for reasons for which the Buyer is responsible, the Seller shall be entitled to charge the costs incurred as a result of the delay after the expiry of one month following notification of readiness for dispatch.
   
   2.5 Delivery times shall be extended appropriately in the event of force majeure, labour disputes or other events and circumstances beyond the Seller’s control. This shall also apply if the circumstances only occur at a time when the Seller is in default. If these circumstances last longer than 3 months, the Seller is entitled to withdraw from the contract. Any claims for damages by the Buyer due to such a cancellation are excluded.
   
   2.6 If the entire performance becomes finally impossible for the Seller before the transfer of risk or if a comparable inability arises, the Buyer is entitled to withdraw from the contract without setting a deadline. The same applies if, in the case of an order for equivalent parts, the fulfilment of part of the delivery becomes impossible and the Buyer has a justified interest in rejecting the partial delivery. Otherwise, the Buyer shall pay the contractual price attributable to the partial delivery. Apart from that, clause 7.2 of these Terms and Conditions shall apply. If the impossibility or inability occurs during the delay in acceptance or if the Buyer is solely or predominantly responsible for these conditions, the Buyer shall remain liable for counter-performance.
   
   2.7 If the Buyer sets the Seller a reasonable deadline for performance after the due date and the deadline is not met, the Buyer shall be entitled to withdraw from the contract within the framework of the statutory provisions.
   
   2.8 The Seller undertakes to inform the Buyer when the goods are ready for collection. The Buyer must collect the goods within 2 weeks. Thereafter, the Buyer shall pay a storage fee of 1% of the invoice value for each additional full week. The Seller may, at Seller’s discretion, store the goods at the Buyer’s expense.
   
   
3. TRANSFER OF RISK AND ACCEPTANCE
   
   3.1 Delivery shall be made in accordance with the commercial clauses to be specified in the individual contract, which shall be interpreted in accordance with the INCOTERMS in the version valid at the time of the conclusion of the contract.
   
   3.2 Where an acceptance is to take place which, as agreed, is decisive for the transfer of risk, such acceptance must take place immediately on the acceptance date, alternatively after notification of readiness for dispatch. Acceptance may not be refused due to an insignificant defect.
   
   3.3 If dispatch and/or acceptance are delayed or not carried out for reasons for which the Seller is not responsible, the risk shall pass to the Buyer upon notification of readiness for dispatch. At the Seller’s request, the Buyer shall take out appropriate insurance policies.
   
   3.4 Partial deliveries are permissible if they are not unreasonable for the Buyer.
   
   
4. PRICES AND PAYMENT, SECURITIES, SET-OFF AND RIGHT TO REFUSE PERFORMANCE
   
   4.1 Unless otherwise agreed, prices are EXW (INCOTERMS 2020) including loading, but excluding packaging and transport insurance. The prices are subject to value-added tax at the applicable statutory rate.
   
   4.2 Unless otherwise agreed, payments shall be made without any deduction à conto of the Seller as follows:
   A down payment of 1/3 of the contractually agreed compensation after receipt of the order confirmation, 1/3 after notification of readiness for dispatch and the remaining amount within 30 days after transfer of risk.
   
   4.3 In the event of justified concerns about the Buyer’s inability to pay, in particular, in the event of payment arrears, the Seller may, subject to further claims for further deliveries, demand advance payments or securities and revoke any payment terms granted.
   
   4.4 The Buyer may only offset or exercise a right to refuse performance in the event of undisputed or legally established counterclaims.
   
   
5. RETENTION OF TITLE
   
   5.1 The delivery item shall remain the property of the Seller until all payments arising from the delivery contract have been received.
   
   5.2 The Buyer may not sell, pledge, or assign the delivery item as security for the duration of the retention of the title. Furthermore, the Buyer must notify the Seller immediately in the event of any seizure, confiscation, or other dispositions by any third parties.
   
   5.3 If the Buyer acts in breach of contract, in particular in the event of default in payment, the Seller shall be entitled to take back the delivery item after issuing a reminder and the Buyer shall be obliged to surrender it.
   
   5.4 The application for the opening of insolvency proceedings against the Buyer shall entitle the Seller to withdraw from the contract and demand the immediate return of the delivery item if the Buyer’s compensation has not been paid in full.
   
   5.5 The Buyer is entitled to resell the delivery item in the ordinary course of business. However, the Buyer hereby already assigns to the Seller all claims arising from the resale against the customer or third parties. The Buyer is authorised to collect these claims even after the assignment. The Seller’s authorisation to collect the claims itself shall remain unaffected by this.
   
   5.6 The Buyer shall always process any sold items that are subject to retention of title on behalf of the Seller.
   
   
6. CLAIMS FOR DEFECTS
   
   The Seller warrants for material defects and defects of title of the delivery – to the exclusion of further claims – subject to Section 7 of these Terms and Conditions – as follows:
   
   6.1 Material defects
   
   6.1.1 The Seller shall repair any defective goods free of charge or replace them free of defects, whereby the Seller shall be entitled to choose the manner of remedying the defect at its reasonable discretion. However, this shall only apply if written notification of the existence of a defect is made immediately after the transfer of risk or, in the case of hidden defects, immediately after their discovery, in any case only concerning defects which are based on circumstances before the transfer of risk. The Seller shall become the owner of the replaced parts.
   
   6.1.2 The Seller shall bear the direct costs incurred in the course of rectification or subsequent delivery for the replacement part, including shipping, insofar as the complaint proves to be justified. The Seller shall also bear installation and removal costs to a reasonable extent as well as the costs of any necessary provision of the necessary fitters and assistants, including travelling expenses if this does not result in a disproportionate burden on the Seller. Any additional costs incurred because of the Buyer having forwarded the goods to a third party shall be borne by the Buyer.
   
   6.1.3 The Seller shall be released from liability for defects if the Buyer does not grant the Seller the time and opportunity to rectify the defect or make a subsequent delivery as reasonably required and carry this out itself or through a third party. The Buyer shall only have the right to remedy the defect itself or have it remedied by a third party and to demand reimbursement of the necessary expenses from the Seller in urgent cases where operational safety is jeopardised and to prevent disproportionately large damage – in which case the Seller must be notified immediately – or if the Seller is in default with remedying a defect.
   
   6.1.4 The Seller shall not be liable for any defects due to such operating conditions that do not correspond to the contractually stipulated conditions, are caused by unsuitable or improper use or storage, lack of assembly or initial operation by the Buyer or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work and unsuitable building ground, chemical, electrochemical or electrical influences unless the Seller is responsible for them.
   
   6.1.5 The right to reduce the contract price remains excluded, except in cases of Section 281 (1) sentence 3 German Civil Code (BGB). Claims for damages shall be determined in accordance with Clause 7.
   
   6.1.6 If the Buyer or a third party carries out improper repairs, the Seller shall not be liable for the resulting consequences. This also applies to any changes made to the delivery item without the Seller’s prior consent.
   
   6.2 Defects of title
   
   6.2.1 Should the use of the delivery item result in an infringement of industrial property rights or copyrights of third parties in Germany, the Seller shall, at its own expense, procure the right for the Buyer to continue using the delivery item or modify the delivery item in a manner that is reasonable for the Seller so that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period, the Buyer and the Seller are equally entitled to withdraw from the contract. In addition, the Seller shall indemnify the Buyer against any undisputed or legally established claims of the owners of the industrial property rights concerned.
   
   6.2.2 The Seller’s obligations shall only apply if the Buyer informs the Seller immediately of any asserted infringements of industrial property rights or copyrights and participates to a reasonable extent in the defence against the asserted claims or enables the Seller to carry out the modification measures under clause 6.2.1, the Seller reserves the right to take all defensive measures including out-of-court settlements, the defect of title is not based on an instruction given by the Buyer and the infringement of rights was not caused by the fact that the Buyer has modified the delivery item without authorisation or used it in a manner not per the contract.
   
   
7. LIABILITY OUTSIDE THE WARRANTY FOR DEFECTS
   
   7.1 The Seller shall only be liable for damage that has not occurred to the delivery item itself – regardless of the legal grounds – in the event of intent, gross negligence on the part of the owner/the executive bodies or executive employees, culpable injury to life, limb or health, defects that the Seller has fraudulently concealed or the absence of which the Seller has guaranteed, as well as defects in the delivery item, insofar as liability applies under the Product Liability Act for personal injury or property damage to privately used items.
   
   7.2 The Seller shall also be liable for culpable breach of material contractual obligations, i.e. those contractual obligations whose fulfilment characterises the contract and on which the Buyer may rely, in the event of gross negligence on the part of non-executive employees and in the event of slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract. Any further claims are excluded.
   
   
8. WARRANTY PERIOD AND STATUTE OF LIMITATIONS
   
   Any claims of the Buyer – regardless of the legal grounds – shall become time-barred after 12 months. The statutory periods shall apply to claims for damages falling under Section 7.1. They shall also apply to defects in construction or to delivery items that have been used for construction following their normal use and have caused their defectiveness.
   
   
9. USE OF SOFTWARE
   
   9.1 The Buyer shall be granted a non-exclusive right of use to any software included in the scope of delivery and to the documentation supplied with it. This applies exclusively to the use of the delivery item to which it belongs. Any other use is not permitted.
   
   9.2 The software may only be reproduced, revised, translated or converted into the source code by the purchaser to the extent permitted by law (Sections 69 a et seq. of the German Copyright Act (UrhG)). The Buyer undertakes not to remove or alter the manufacturer’s details, in particular copyright notices, without prior express consent.
   
   9.3 The Seller remains the owner of all other rights to the software and the documentation, including copies. The granting of any sub-licences is not permitted.
   
   
10. CONTRACT AMENDMENTS
    
    Any amendments to contractual provisions must be made in text form. This also applies to the waiver of the text form requirement.
    
    
11. APPLICABLE LAW AND PLACE OF JURISDICTION
    
    11.1 All legal relationships between the Seller and a domestic Buyer shall be governed exclusively by German law.
    
    11.2 The place of jurisdiction is the court that has jurisdiction over the Seller’s registered office.
    
    11.3 In cases of doubt regarding the interpretation of these GTC, the German language version shall prevail.