GTC

C. Prices and Payment Terms, Cost Increases

1. Unless otherwise agreed, prices shall apply ex works / warehouse, exclusive of loading and packaging. The sales tax at the respective statutory amount will be added to the prices. Any agreed cash discounts, rebates, or other reductions shall apply only if all contracts between the business partner and us that are outstanding or only partially performed at the time of contract conclusion are duly performed.
2. The purchase price shall be due and payable within fourteen (14) days from invoicing and delivery or acceptance of the goods, unless otherwise agreed in the purchase contract. All payments to us shall be made by bank transfer to the account specified by us. In particular we do not accept cash payments unless separately agreed.
3. The withholding of payments or set-off against counterclaims of the business partner shall not be permitted unless such counterclaims are undisputed or have been finally adjudicated.
4. In case of a payment delay, we shall be entitled to demand the statutory interest. The assertion of an additional claim for damages in case of a payment delay remains reserved.
5. If, after conclusion of the contract, we become aware that our payment claim is endangered by the business partner’s lack of creditworthiness, we shall be entitled to perform outstanding deliveries and services only against advance payment or the provision of security. If the business partner fails to comply with a request for advance payment or security within 14 days, we shall be entitled to withdraw from the contract; any claims for damages on our part shall remain unaffected.
6. If, between conclusion of the contract and the delivery date, one or more of the following factors increase – such as energy costs and/or costs for raw or semi-finished materials and/or auxiliary and operating materials – we shall be entitled to adjust the prices by the amount by which the procurement or manufacturing costs of the subject matter of performance have increased as a result. However, the cost reductions, which arose in the same period for the in Clause 1 listed factors shall be deducted. In the event of a price increase pursuant to sentence 1, we shall provide a breakdown of the cost increases and reductions by type and amount. If the price increase exceeds 5% of the originally agreed price, the business partner shall have a right of withdrawal. Conversely, if the factors listed in sentence 1 decrease, we shall reduce the price accordingly, taking into account any cost increases.

D. Intellectual Property

1. We reserve all existing ownership, copyright, and other proprietary rights in our favor in and to any purchase orders, orders, and any images, plans, drawings, calculations, manufacturing instructions, descriptions, and other documents made available by us to the business partner (collectively, the “Documents”). Together with our know-how, these rights constitute our intellectual property (“Intellectual Property”). Unless otherwise agreed, no rights of use or licenses in our Intellectual Property are granted to the business partner. All Documents provided may be used solely for the purpose of performing the contract and shall be returned to us upon completion.
2. The business partner further undertakes not to infringe, challenge, or imitate our Intellectual Property in any manner. This applies accordingly to our trademarks and other signs. The business partner also undertakes not to use any trademarks or other signs that create a likelihood of confusion with our trademarks or other protected signs. Any reference by the business partner to its business relationship with us in information or advertising materials shall require our prior express written approval.
3. The business partner undertakes not to use our Intellectual Property for the training, development, or improvement of artificial intelligence systems. Automated analysis for such purposes is expressly prohibited. Any use for AI training purposes requires our prior express written consent.

E. Retention of Title

1. We retain title to the subject matter of performance (the “Goods subject to Retention of Title”) until full payment has been made. In addition, we retain title to the delivered goods until all claims arising from the business relationship with the business partner, from whatever legal basis, existing at the time of conclusion of the contract or arising thereafter, have been satisfied. The inclusion of individual liabilities in a current invoice as well as the balancing of the account and its acceptance does not affect the retention of ownership. The business partner shall treat the Goods subject to Retention of Title with due care; in particular, it shall insure such goods at its own expense against fire, water, and theft damage at their replacement value. Any required maintenance and inspection work shall be carried out by the business partner at its own expense. Any damage to or destruction of the Goods subject to Retention of Title shall be reported to us without undue delay.
2. As manufacturers in the sense of Article 950 BGB [German Civil Code], we process and assemble the reserved goods without accepting any liability. The processed goods shall be deemed to be Goods subject to Retention of Title within the meaning of Section E.1 of these Terms. If the Goods subject to Retention of Title are processed, combined, or mixed with other goods not owned by us, we shall acquire co-ownership in the new item in proportion to the invoice value of the Goods subject to Retention of Title to the invoice values of the other goods used. If our ownership expires due to combination with other items, the business partner hereby assigns to us, already now, the ownership rights to which it is entitled in the new composite or item to the extent of the invoice value of the Goods subject to Retention of Title and shall hold them in safekeeping for us free of charge. Our co-ownership rights shall be deemed to be Goods subject to Retention of Title within the meaning of Section E.1 of these Terms.
3. The business partner shall be entitled to sell, rent, or lease the Goods subject to Retention of Title only in the ordinary course of business within Germany and only on customary commercial terms and only as long as it is not in default, provided that the receivables arising from resale, rental, or leasing are assigned to us in accordance with Sections E.4 to E.6 of these Terms. Any other dispositions of the Goods subject to Retention of Title are not permitted as long as we hold sole or co-ownership in them. The business partner shall ensure safe and proper storage and shall insure the Goods subject to Retention of Title at its own expense against theft, fire, and other property damage. We may at any time verify compliance with these obligations and request the necessary evidence.
4. The receivables arising from resale, rental, or leasing of the Goods subject to Retention of Title are hereby assigned to us. They shall serve as security for our claims to the same extent as the Goods subject to Retention of Title pursuant to Section E.1 of these Terms. If the Goods subject to Retention of Title are sold, rented, or leased together with other goods not sold by us, the receivable from the resale shall be assigned to us in proportion to the invoice value of the Goods subject to Retention of Title to the invoice values of the other goods used. In the case of sale of goods in which we hold co-ownership pursuant to Section E.2, a portion of the receivable corresponding to our co-ownership share shall be assigned to us. If the Goods subject to Retention of Title are used by the business partner to perform a contract for work and services, the claim arising from such contract shall be assigned to us in advance to the same extent. We are accepting the aforementioned assignments. If the business partner has sold the receivable under a true factoring arrangement, it shall assign to us the claim against the factor replacing it. We accept this assignment.
5. The business partner shall be entitled to collect the receivables assigned to us. This collection authorization shall cease in the event of our withdrawal. We will exercise our right of revocation only if circumstances become known to us that indicate a material deterioration in the business partner’s financial situation jeopardizing our payment claim, in particular in the event of payment default, dishonor of a bill of exchange or check, or the filing for insolvency proceedings. At our request, the business partner shall immediately inform its customers, lessees, or tenants (collectively, the “Third-Party Debtors”) of the assignment to us and provide us with the documents required for collection.
6. If the contractual provisions of the Third-Party Debtors with the business partner contain a valid restriction on assignment or make assignment subject to their consent, this shall be notified to us in writing without undue delay. In this case, we are hereby irrevocably authorized to collect the receivable to which we are entitled in the name and for the account of the business partner. At the same time, the business partner irrevocably instructs the Third-Party Debtor to make payment to us. The business partner shall notify us without undue delay of any attachment or other interference by third parties. The business partner shall bear all costs required to lift such measures or to recover the Goods subject to Retention of Title, unless such costs are reimbursed by third parties.
7. If the realizable value of the securities granted to us exceeds our claims by more than 10%, we shall, at the request of the business partner or a third party adversely affected by such over-collateralization, release securities of our choice to that extent.
8. In the event of breach of duty by the business partner, in particular in the event of payment default, we shall be entitled, after unsuccessful expiry of a reasonable deadline set for performance, to withdraw from the contract and to repossess the Goods subject to Retention of Title, without prejudice to further claims for damages; the statutory provisions on the dispensability of a grace period shall remain unaffected. The business partner shall be obligated to surrender the Goods subject to Retention of Title and to assign claims for surrender. For the purpose of repossession, we shall be entitled, in coordination with the business partner, to enter its premises. The same shall apply if other circumstances arise that indicate a material deterioration of the business partner’s financial situation and jeopardize our payment claim. For goods repossessed, a credit note shall be issued in the amount of the former invoice value less a flat deduction of 10% for each commenced month from delivery to repossession. We shall be entitled to prove higher damages, and the business partner shall be entitled to prove lower damages.
9. In the event of attachment or other seizure by third parties, in particular by a bailiff, of the Goods subject to Retention of Title, the business partner shall refer to our ownership and notify us without undue delay so that we can assert our rights of ownership.

F. Confidentiality

1. The business partner undertakes to treat as strictly confidential all confidential information of ours that becomes known to it in connection with the negotiation, performance, and execution of this contract, and to maintain confidentiality even beyond the term of this contract. “Confidential Information” means information that is neither generally known nor readily accessible, either as a whole or in the precise arrangement and composition of its components, to persons in the circles that normally deal with this type of information, that therefore has economic value, that is the subject of reasonable confidentiality measures by us under the circumstances, and in respect of which there is a legitimate interest in confidentiality (Section 2 no. 1 of the German Trade Secrets Act (GeschGehG).
2. The business partner shall restrict access to the Confidential Information to those persons who need to know such Confidential Information for the purpose of performing the contract. Disclosure to any other persons, whether natural or legal persons, is excluded.
3. The confidentiality obligation shall not apply to information,
   1. a)  for which we have given our prior written consent to disclosure;
   2. b)  that the business partner already possessed at the time of disclosure or lawfully obtained from third parties without any obligation of confidentiality; or
   3. c)  that must be disclosed due to a legal obligation, a court order, or a mandatory request by a governmental authority. If any such obligation applies, the business partner shall notify us accordingly, to the extent legally permissible.

G. Defects in Quality and Title

1. The state of the art in Germany shall be decisive.
2. Documents or information concerning the subject matter of delivery or performance, the intended use (e.g., drawings, illustrations, dimensions, weights, performance data, and other specifications), whether or not expressly agreed in writing, shall constitute descriptions or identification only and shall not constitute warranties, guaranteed characteristics, contractually assumed uses, or the like. Industry-standard deviations shall be permitted to the extent reasonable for the business partner, in particular where the value of the goods is maintained or improved. Our drivers or third-party drivers are not authorized to accept notices of defects. Notices of defect are in any case excluded after loading or processing to the extent that the defect was discernible during the inspection in the state of the object at the time of delivery.
3. The business partner shall inspect the goods thoroughly without undue delay upon receipt while they are still in the condition in which they were delivered, or upon collection, and shall notify us in writing of any defects without undue delay; otherwise, the assertion of defect rights shall be excluded. In the case of hidden defects that could not be detected upon delivery, the above period shall commence upon discovery. The defective objects shall be made available to us for inspection in the state in which they were at the time of the determination of the defect. Excess or lower weights/deliveries within industry-standard thresholds shall not constitute a right to complaints and price reductions.
4. Claims and rights of the business partner due to defective delivery shall become time-barred after 12 months for newly manufactured goods or work performances, subject to the following sentence. This shall not apply where longer limitation periods are prescribed by law pursuant to Section 438(1) no. 2 (buildings and items for buildings), Section 445b (right of recourse), and Section 634a(1) no. 2 (construction defects) BGB. In the case of delivery of used goods, all rights relating to defects in quality are excluded unless otherwise agreed. The shortened limitation period and the exclusion of liability shall not apply in cases of intentional or negligent injury to life, body, or health, in cases of intentional or grossly negligent breach of duty on our part, in cases of fraudulent concealment of a defect, in the case of a relevant quality guarantee, or in the case of claims under mandatory statutory liability, such as the German Product Liability Act. If the newly manufactured object in the sense of the previous Clause 1 has run for 2000 operating hours in less than 12 months, claims for material defects shall lapse after 2000 operating hours.
5. In case of material defects, we shall first be given the opportunity for supplementary performance within an appropriate time frame, during which we either rectify the defect or supply an effect-free object at our discretion. In the latter case, the business partner shall, at our request, return the defective item in accordance with the statutory provisions. If subsequent performance fails, if we definitively and seriously refuse subsequent performance, if we are entitled to refuse subsequent performance under Section 439(4) BGB, if subsequent performance is unreasonable for the business partner, or if a case under Section 323(2) BGB exists, the business partner may, without prejudice to any claims for damages under Section H, withdraw from the contract or reduce the consideration. To enable us to carry out all repairs and replacement deliveries that appear necessary to us in equitable discretion, the business partner shall, after notification, grant us the necessary time and opportunity; otherwise, after notice of the obstruction to the business partner, we shall be released from the obligation of subsequent performance for the duration of the obstruction. The risk of further deterioration of the subject matter of performance during the period of obstruction shall be borne by the business partner; withdrawal during the period of obstruction is excluded.
6. Claims and rights of the business partner due to defects shall not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear, or damage attributable to improper or negligent handling or storage, excessive use, unsuitable operating equipment, or special external influences not assumed under the contract.
7. Recourse claims of the business partner against us pursuant to Sections 327u and 445a BGB shall exist only insofar as the business partner has not entered into agreements with its customer that go beyond the statutory defect rights. For the scope of the business partner’s recourse claims pursuant to Sections 327u(1) and 445a(1) BGB, Section G.8 shall apply accordingly.
8. Claims of the business partner for expenses required for subsequent performance shall include replacement and spare parts necessary to remedy the defect, freight costs for normal standard freight routes and systems, and any customs duties and other import taxes incurred, in the amount proven by the business partner. Additional costs, in particular with respect to labor and travel expenses, to the extent that such is not included in the freight costs, will not be assumed, unless a different special provision has been agreed to.
9. Complaints regarding partial deliveries shall not entitle the business partner to reject the remaining deliveries unless it has no interest in the latter due to the defects of the partial deliveries.
10. In the case of defects in title, the provisions of Sections G.1 to G.9 of these Terms shall apply accordingly.