I. General Purchase Conditions

§ 1 Validity
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(1) These General Purchasing Conditions (AEB) apply to all business relationships with our business partners and suppliers (“sellers”). The AEB only apply if the seller is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) The General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable property (“goods”) to us, regardless of whether the seller manufactures the goods himself or purchases them from suppliers (Sections 433, 651 BGB). Unless otherwise agreed, the AEB in the version valid at the time of our order or in any case in the version last notified to the seller in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(3) These general terms and conditions apply exclusively. Divergent, conflicting or supplementary general terms and conditions of the seller will only become part of the contract if we have expressly agreed to their validity in writing. This consent requirement applies in any case, for example even if we accept the seller's deliveries without reservation in knowledge of the seller's general terms and conditions.

(4) Individual agreements made with the seller in individual cases (including ancillary agreements, additions and changes) always have priority over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

(5) Legally relevant declarations and notifications to be submitted by the seller to us after conclusion of the contract (e.g. deadlines, reminders, declaration of withdrawal) must be made in writing to be effective.

(6) References to the validity of legal regulations are only for clarification purposes. Even without such clarification, the statutory provisions therefore apply unless they are directly amended or expressly excluded in these General Terms and Conditions.
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§ 2 Conclusion of contract

(1) Our order is considered binding at the earliest when submitted in writing. The seller must inform us of obvious errors (e.g. spelling and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correcting or completing them before acceptance; otherwise, the contract is considered not concluded.

(2) The seller is required to confirm our order in writing within a period of 10 days or, in particular, to execute it without reservation by sending the goods (acceptance).

(3) Late acceptance is considered a new offer from the seller and requires acceptance by us.
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§ 3 Delivery time and delay in delivery

(1) The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been otherwise agreed upon, it is 2 weeks from the conclusion of the contract. The seller is obliged to inform us immediately in writing if he is unlikely to be able to meet agreed delivery times — for whatever reason.

(2) If the seller does not provide his service or does not perform it within the agreed delivery time, or if he is in default, our rights — in particular to withdrawal and compensation — are governed by the statutory provisions. The regulations in paragraph 3 remain unaffected.

(3) If the seller is in default, we may demand a contractual penalty of 1% of the net price per completed calendar week, but in total no more than 5% of the net price of the goods delivered late. We are entitled to claim the contractual penalty in addition to performance and as a minimum amount of compensation owed by the seller in accordance with statutory provisions; the assertion of further damage remains unaffected. If we accept the late performance, we will claim the contractual penalty with the final payment at the latest.
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§ 4 Performance, Delivery, Transfer of Risk, Delay of Acceptance

(1) Without our prior written consent, the seller is not entitled to have the service owed by him provided by third parties (e.g. subcontractors). The seller bears the procurement risk for his services, unless otherwise agreed in individual cases (e.g. limitation of stocks).

(2) Delivery within Germany is “free of charge” to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery must be made to our registered office in 27777 Ganderkesee. The respective place of destination is also the place of fulfilment for delivery and any subsequent performance (payment obligation).

(3) The delivery must be accompanied by a delivery note specifying the date (issue and dispatch), content of the delivery (item number and quantity) and our order ID (date and number). If the delivery note is missing or incomplete, we are not responsible for any resulting delays in processing and payment. A corresponding shipping note with the same content must be sent to us separately from the delivery note.

(4) The seller must pack, label and ship dangerous goods in accordance with the relevant national and international regulations. The seller is responsible for fulfilling the supplier's obligations within the meaning of Article 3 Section 32 EC Regulation 1907/2006/EC (hereinafter “REACH Regulation”). In particular, the seller provides us with a safety data sheet in German in the cases prescribed in accordance with Article 31 Sections 1 to 3 REACH Regulation.

(5) The risk of accidental loss and accidental deterioration of the item is transferred to us upon delivery at the place of fulfilment. Insofar as acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of work contract law apply mutatis mutandis in the event of acceptance. Delivery or acceptance is equivalent if we are in default of acceptance. (6) Statutory provisions apply to the occurrence of our default in acceptance. However, the seller must also expressly offer us his service if a specific or determinable calendar period has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the seller may demand reimbursement of his additional expenses in accordance with the statutory provisions (Section 304 BGB). If the contract concerns an indefensible item to be manufactured by the seller (individual production), the seller is only entitled to further rights if we are committed to cooperation and are responsible for the failure to cooperate.
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§ 5 Prices and terms of payment

(1) The price specified in the order is binding. All prices include statutory value added tax, unless this is shown separately.

(2) Unless otherwise agreed in individual cases, the price includes all services and ancillary services provided by the seller (e.g. assembly, installation) as well as all additional costs (e.g. proper packaging, transport costs including any transport and liability insurance).(4) We do not owe any due interest. The legal regulations apply to late payments.

(5) We are entitled to offsetting and retention rights as well as the plea of unfulfilled contract to the extent permitted by law. In particular, we are entitled to withhold payments due as long as we are still entitled to claims against the seller arising from incomplete or defective services.

(6) The seller has a right of offsetting or withholding only due to legally established or undisputed counterclaims.


§ 6 Confidentiality and Retention of Title

(1) We reserve property rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual service and returned to us after completion of the contract. The documents must be kept secret from third parties, even after the contract has ended. The confidentiality obligation only expires when and to the extent that the knowledge contained in the documents provided has become generally known.

(2) The above provision applies mutatis mutandis to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other objects that we provide to the seller for production. As long as they are not processed, such items must be stored separately at the seller's expense and insured to an appropriate extent against destruction and loss.

(3) Any processing, mixing or combination (further processing) of provided objects by the seller is carried out for us. The same applies if the delivered goods are further processed by us, so that we are considered the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with legal requirements.

(4) The transfer of the goods to us must be made absolutely and without regard to payment of the price. However, if we accept an offer from the seller for transfer based on payment of the purchase price, the seller's reservation of title expires at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, even before payment of the purchase price, we remain authorized to resell the goods with advance assignment of the resulting claim (alternatively, the simple retention of title extended to resale). In any case, this excludes all other forms of retention of title, in particular extended, forwarded and extended retention of title extended to further processing.
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§ 7 Defective delivery

(1) Our rights in the event of material and legal defects in the goods (including incorrect and underdelivery as well as improper assembly, faulty assembly, operating or operating instructions) and other breaches of duty by the seller are subject to the statutory provisions, unless otherwise specified below.

(2) According to legal regulations, the seller is particularly liable for ensuring that the goods have the agreed quality when the risk is transferred to us. In any case, those product descriptions which — in particular by name or reference in our order — are the subject matter of the respective contract or have been included in the contract in the same way as these general terms and conditions are considered to be an agreement on the quality. It makes no difference whether the product description comes from us, from the seller or from the manufacturer.

(3) The seller must ensure that all substances contained in the goods are effectively pre-registered, registered and — if applicable — approved in accordance with the relevant requirements of the REACH Regulation for the uses announced by us. If the product is a product within the meaning of Article 7 REACH Regulation, the previous sentence applies to substances released by this product. Sentences 1 and 2 do not apply to the substances and materials provided by us in accordance with § 6 paragraphs 2 and 3 AEB.

(4) The seller must fulfill all obligations of the manufacturer within the meaning of Section 3 No. 9 of the Act on the Marketing, Take-Back and Environmentally Friendly Disposal of Electrical and Electronic Equipment (hereinafter “ElektroG”). In particular, the seller guarantees compliance with the registration obligation in accordance with Section 6 paragraph 1 ElektroG with regard to the goods delivered to us.

(5) Contrary to Section 442 (1) (2) BGB, we are fully entitled to claims for defects even if the defect remained unknown to us at the time of conclusion of the contract as a result of gross negligence.

(6) The commercial inspection and notification obligation is subject to the statutory provisions (Sections 377, 381 HGB) with the following stipulation: Our inspection obligation is limited to defects that come to light during our incoming goods inspection, including delivery documents, and during our quality control in the sampling process (e.g. transport damage, incorrect and short delivery). Insofar as acceptance has been agreed, there is no obligation to examine. In addition, it depends on the extent to which an investigation is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our duty to give notice of defects discovered later remains unaffected. In all cases, our complaint (notification of defects) is considered immediate and timely if received by the seller within 10 working days.

(7) The costs incurred by the seller for the purpose of inspection and subsequent performance (including any dismantling and installation costs) are borne by the seller even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request for rectification of defects remains unaffected; in this respect, however, we are only liable if we have recognized or failed to recognize through gross negligence that there was no defect.

(8) If the seller does not fulfill his obligation to remedy the defect — at our discretion by remedying the defect (repair) or by delivering a defect-free item (replacement delivery) — within a reasonable period set by us, we may remedy the defect ourselves and demand compensation from the seller for the necessary expenses or a corresponding advance payment. If rectification by the seller has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionate damage), there is no need to set a deadline; we will inform the seller immediately, if possible in advance, of such circumstances.

(9) In addition, in the event of a material or legal defect, we are entitled to reduce the purchase price or to withdraw from the contract in accordance with statutory provisions. In addition, we are entitled to compensation and expenses in accordance with legal regulations.
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§ 8 Intellectual property rights

(1) In accordance with paragraph 2 below, the seller guarantees that the product delivered by the seller does not infringe the property rights of third parties in countries of the European Union or other countries in which the seller manufactures or has products manufactured.

(2) The seller is obliged to indemnify us from all claims made against us by third parties due to the infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This claim does not exist insofar as the seller proves that the seller was neither responsible for the infringement of property rights nor should have known it at the time of delivery if commercial care was exercised.

(3) Our further legal claims due to legal defects in the products delivered to us remain unaffected.
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§ 9 Spare parts

(1) The seller is obliged to keep spare parts for the products delivered to us for a period of at least 10 years after delivery.

(2) If the seller intends to discontinue production of spare parts for the products delivered to us, he will inform us of this immediately after the decision to discontinue. Subject to paragraph 1, this decision must be taken at least 12 months before production is discontinued.
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§ 10 Confidentiality

(1) The seller is obliged to keep all information and documents provided to the seller when ordering (with the exception of publicly available information) secret for a period of 3 years after the conclusion of the contract and to use them only to execute the order. After processing inquiries or processing the respective order, he will request the above-mentioned information and documents and return them to us immediately.

(2) Without our prior written consent, the seller may not refer to the business relationship with us and may not display delivery items manufactured for us.

(3) The seller will oblige his sub-contractors in accordance with this § 10.
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§ 11 Producer liability

(1) If the seller is responsible for product damage, he must indemnify us from third-party claims insofar as the cause is within his sphere of control and organization and he himself is liable in the external relationship.

(2) As part of his indemnification obligation, the seller must reimburse expenses in accordance with Sections 683, 670 BGB arising from or in connection with a claim by third parties, including recalls carried out by us. As far as possible and reasonable, we will inform the seller of the content and scope of recall measures and give him the opportunity to comment. Further legal claims remain unaffected.

(3) The seller must take out and maintain product liability insurance with a lump sum of at least 3 million EUR per personal/property damage.
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§ 12 Statute of limitations

(1) The mutual claims of the contracting parties expire in accordance with statutory provisions, unless otherwise provided below.

(2) Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies mutatis mutandis to claims arising from legal defects, although the statutory limitation period for claims in rem by third parties (Section 438 (1) No. 1 BGB) remains unaffected; claims arising from legal defects shall in no case expire as long as the third party can still assert the right — in particular due to lack of limitation — against us.

(3) The limitation periods of sales law, including the above extension, apply — to the extent permitted by law — for all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (Sections 195, 199 BGB), unless the application of the limitation periods of sales law in individual cases results in a longer limitation period.
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§ 13 Applicable Law and Place of Jurisdiction

(1) The laws of the Federal Republic of Germany apply to these General Terms and Conditions and the contractual relationship between us and the seller, to the exclusion of international uniform law, in particular the UN Sales Convention.

(2) If the seller is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive — including international — place of jurisdiction for all disputes arising from the contractual relationship is Oldenburg (Oldbg.) The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the seller's general place of jurisdiction. Overriding statutory provisions, in particular on exclusive competencies, remain unaffected.

As of 11/2016
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II. General terms of delivery

§ 1 Validity

(1) All deliveries, services and offers made by the supplier are made exclusively on the basis of these general delivery conditions. These are part of all contracts that the supplier concludes with his contractual partners (hereinafter also referred to as “client”) regarding the deliveries or services offered by him. They also apply to all future deliveries, services or offers to the client, even if they are not agreed separately again.

(2) The terms and conditions of the client or third parties do not apply, even if the supplier does not separately object to their validity in individual cases. Even if the supplier refers to a letter that contains or refers to the terms and conditions of the client or a third party, this does not constitute agreement with the validity of those terms and conditions.
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§ 2 Offer and Conclusion of Contract

(1) All offers made by the supplier are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.

(2) The sole basis for the legal relationship between supplier and client is the purchase contract concluded in writing, including these general terms of delivery. This fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises made by the supplier prior to the conclusion of this contract are not legally binding and oral agreements between the contracting parties are replaced by the written contract, unless it is expressly stated in each case that they will continue to be binding.

(3) Additions and amendments to the agreements made, including these General Terms of Delivery, must be made in writing in order to be effective. With the exception of managing directors or authorized signatories, the supplier's employees are not entitled to make different oral agreements. Telecommunications transmission, in particular by fax or e-mail, is sufficient to maintain the written form, provided that a copy of the signed declaration is transmitted.

(4) Information provided by the supplier regarding the object of the delivery or service (e.g. weights, dimensions, use values, load capacity, tolerances and technical data) as well as the representations of the same (e.g. drawings and illustrations) are only approximate, unless the usability for the contractually intended purpose requires precise agreement. They are not guaranteed characteristics, but descriptions or markings of the delivery or service. Customary commercial deviations and deviations based on legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permitted, provided that they do not impair usability for the contractually agreed purpose.

(5) The supplier reserves ownership or copyright to all offers and cost estimates submitted by him and drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the client. Without the express consent of the supplier, the client may not make these objects available to third parties, disclose them, use or reproduce them himself or through third parties. At the request of the supplier, he must return these items in full to the supplier and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not result in the conclusion of a contract.
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§ 3 Prices, Payment and Delay

(1) The prices apply to the scope of services and deliveries listed in the order confirmations. The prices are in EURO ex works plus packaging, statutory value added tax, customs duties for export deliveries, fees and other public charges.

(2) Insofar as the agreed prices are based on the supplier's list prices and delivery is only to take place more than six months after the conclusion of the contract, the supplier's list prices valid at the time of delivery (minus an agreed percentage or fixed discount) apply.

(3) Invoice amounts are to be paid within thirty days without any deduction, unless otherwise agreed in writing. Upon expiry of the above payment period, the client is in default. Outstanding amounts are subject to interest at an interest rate of seven percentage points above the 3-month EURIBOR during the period of default. We reserve the right to claim further damage caused by default. The date of payment is the date of receipt by the supplier. Checks are only considered payment after they have been cashed.

(4) The offsetting against counterclaims by the client or the withholding of payments due to such claims is only permitted if the counterclaims are undisputed or have been legally established.

(5) The supplier is entitled to carry out or provide outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, it becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the client and which jeopardize the payment of the supplier's outstanding claims by the client arising from the respective contractual relationship (including from other individual orders for which the same framework agreement applies).
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§ 4 Delivery and delivery time

(1) Deliveries are made ex works.

(2) Deadlines and dates for deliveries and services promised by the supplier are only approximate, unless a fixed period or a fixed date has been expressly promised or agreed upon. If shipment has been agreed, delivery periods and delivery dates relate to the time of handover to the freight forwarder, carrier or other third party responsible for the transport.

(3) Without prejudice to his rights arising from default on the part of the client, the supplier may demand from the client an extension of delivery and performance periods or a postponement of delivery and performance dates by the period in which the client fails to fulfill its contractual obligations towards the supplier. This applies in particular if the client fails to deliver plans or other documents, permits or approvals in good time.

(4) The supplier is not liable for impossibility of delivery or for delays in delivery, insofar as these are due to force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of workers, energy or raw materials, difficulties in obtaining necessary official approvals, official measures or the permanent, incorrect or not timely delivery by suppliers) for which the supplier is not responsible. If such events significantly impede or make delivery or performance impossible for the supplier and the hindrance is not only of temporary duration, the supplier is entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or performance deadlines are extended or the delivery or service dates are postponed by the period of hindrance plus a reasonable start-up period. Insofar as the client cannot be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by sending an immediate written statement to the supplier.

(5) The supplier is only entitled to make partial deliveries if
• the partial delivery can be used by the client within the scope of the contractual purpose,
• delivery of the remaining ordered goods is ensured and
• The client does not incur any significant additional expenses or additional costs as a result (unless the supplier agrees to assume these costs).

(6) If the supplier defaults on a delivery or service or if a delivery or service becomes impossible for him, for whatever reason, the supplier's liability is limited to compensation in accordance with Section 8 of these General Terms of Delivery.
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§ 5 Place of Fulfilment, Shipping, Packaging, Transfer of Risk, Acceptance, Assembly

(1) The place of performance for all obligations arising from the contractual relationship is Ganderkesee, unless otherwise specified. If the supplier is also responsible for installation and commissioning, the place of fulfilment is the place where installation and commissioning must take place.

(2) The shipping method and packaging are subject to the supplier's due discretion.

(3) The risk is transferred to the client no later than when the delivery item is handed over (the start of the loading process being decisive) to the freight forwarder, carrier or other third party designated to carry out the shipment. This also applies if partial deliveries are made or the supplier has taken on other services (e.g. shipping or installation and commissioning). If dispatch or handover is delayed as a result of circumstances caused by the client, the risk is transferred to the client from the day on which the delivery item is ready for dispatch and the supplier has notified the client of this.

(4) Storage costs after transfer of risk are borne by the client. If stored by the supplier, the storage costs amount to 0.25% of the invoice amount of the delivery items to be stored per past week. We reserve the right to assert and prove further or lower storage costs.

(5) The shipment is insured by the supplier against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the client and at his expense. (6) Insofar as acceptance has taken place, the purchased item is considered accepted if
• the delivery and, if the supplier also owes installation and/or commissioning, installation and/or commissioning is/have been completed,
• the supplier has notified the client of this with reference to the fiction of acceptance in accordance with this § 5 (6) and has asked him to accept,
• Twelve working days have passed since delivery or installation or commissioning or the client has begun using the purchased item (e.g. has put the delivered system into operation) and in this case six working days have passed since delivery or installation or commissioning, and
• the client has failed to accept the goods within this period for a reason other than due to a defect reported to the supplier which makes the use of the purchased item impossible or significantly affects it.

(7) If the supplier also owes installation and commissioning on the basis of an express agreement, the following provisions apply, unless otherwise agreed in writing:

(a) The client must assume at his own expense and provide in good time before the start of assembly:
• All ancillary work outside the industry, including the required specialists and assistants, building materials and tools,
• Protective clothing and devices that may be required due to special circumstances at the installation site.

(b) Before the start of assembly work, the client must also, at his own expense
• to provide the supplier with the necessary information about the location of concealed electricity, gas and water pipes or similar systems without being asked,
• to ensure that persons working for the supplier obtain access rights to the location where installation and commissioning are to take place,
• ensure that Internet access is available to the supplier at the location where installation and commissioning is to take place, insofar as this is necessary to carry out installation and commissioning.

(c) If installation, installation, assembly or commissioning is delayed due to circumstances for which the supplier is not responsible, the client shall bear, to a reasonable extent, the costs of the waiting time and additional travel required by the supplier or his personnel.
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§ 6 Warranty, material defects

(1) The warranty period is 24 months from the time of commissioning, but no later than 30 months from delivery. In the event of rectification due to a justified complaint, the warranty period is extended, but only with regard to the defect or defects due to which the rectification took place and by a maximum of 12 months from the date of subsequent performance. If the supplier takes corrective action as a gesture of goodwill, this will neither result in a new start nor an extension of the limitation period.

(2) The delivered items must be carefully examined immediately after delivery to the client or to the third party appointed by him. They are considered approved by the client with regard to obvious defects or other defects that would have been apparent during an immediate, careful inspection, if the supplier does not receive a written notice of defects within seven working days of delivery. With regard to other defects, the delivery items are considered approved by the client if the supplier does not receive the complaint within seven working days after the defect appeared; if the defect was identified by the client at an earlier point in time during normal use, this earlier date is decisive for the start of the complaint period.

(3) At the supplier's request, a disputed delivery item must be returned to the supplier free of charge. The supplier provides the client with a return number (RMA number) for this purpose. The return should be accompanied by the RMA number and a completed return form available at any time on the supplier's website. Within a reasonable period of time after receipt of the complained delivery item, the supplier will check whether the complaint is justified or not. In the event of a justified complaint, the supplier shall reimburse the client for the costs of the cheapest shipping route; this does not apply if the costs increase because the delivery item is located at a location other than the place of intended use.  

(4) In the event of justified complaints of material defects in the delivered items, the supplier is initially obliged and entitled to repair or replace the goods within a reasonable period of time. The subsequent performance does not include the removal of the defective item or the reinstallation if the supplier was not originally obliged to install it. The expenses required for the purpose of subsequent performance in the event of a justified complaint (other than dismantling and — unless exceptionally owed — installation), in particular transport, travel, labor and material costs, shall be borne by the supplier. This does not apply if these expenses increase because the item of delivery has subsequently been brought to a location other than the original place of fulfilment and the subsequent performance is carried out at this location at the request of the client. For this reason, the client bears increased expenses.

(5) In the event of failure, i.e. the impossibility, unreasonableness, refusal or unreasonable delay of repair or replacement delivery, the client may withdraw from the contract or reduce the purchase price accordingly. If a defect is due to the fault of the supplier, the client may claim compensation under the conditions specified in § 8.

(6) In the event of defects in components from other manufacturers which the supplier is unable to remedy for licensing or factual reasons, the supplier will, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the client or assign them to the client. Warranty claims against the supplier exist in the event of such defects under the other conditions and in accordance with these general terms of delivery only if the enforcement of the above claims against the manufacturer and supplier was unsuccessful or, for example due to insolvency, is hopeless. For the duration of the legal dispute, the limitation period of the relevant warranty claims made by the client against the supplier is suspended.

(7) The warranty is void if the client changes the delivery item without the supplier's consent or has it modified by third parties and the removal of the defect is thus impossible or unreasonably difficult. In any case, the client must bear the additional costs of remedying the defect resulting from the change.

(8) In the event of an unjustified complaint, the supplier is entitled to demand reimbursement from the client for reasonable expenses incurred in the course of inspecting and, if necessary, remedying the defect wrongly reported as a defect. In this case, the supplier will provide the client with an offer for the repair and/or replacement of the defective item at the client's expense, as far as possible. If the client does not wish to make such an offer or does not accept it within the period in accordance with Section 2 (1), the supplier shall return the tested item to the client, which he only has to make the return step by step against reimbursement of expenses in accordance with sentence 1 and reimbursement of the return costs.

(9) Defects or defects that are based on improper storage, installation, installation, commissioning, use, maintenance, repair or other handling of the delivered items do not constitute a material defect and do not give rise to warranty claims.

(10) Any delivery of used items agreed with the client in individual cases is subject to the exclusion of any warranty for material defects.

(11) In the event of material defects of delivered items, there are warranty claims against the supplier exclusively on the part of the client, even if the delivered items are resold by the client to third parties.

(12) If the supplier provides the client with a spare part or replacement device during the inspection in accordance with paragraph 3 sentence 3 and/or during subsequent performance in accordance with paragraph 4 or during repair or until new delivery in accordance with paragraph 8, the following applies: If a complaint is justified, the supplier will provide the spare part/device free of charge and bear the costs of shipping the spare part/device (but not any costs of installing and removing the spare part/device spare part/device). In the event of an unjustified complaint, the supplier is entitled to appropriate compensation for use for the provision of the spare part/device; in addition, paragraph 8 applies mutatis mutandis to expenses in connection with the provision and shipping of the spare part/device.
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§ 7 Intellectual property rights

(1) In accordance with this Section 7, the supplier guarantees that the delivery item is free from industrial property rights or copyrights of third parties. Each contractual partner will immediately notify the other contractual partner in writing if claims are made against him due to the infringement of such rights.

(2) In the event that the delivery item infringes an industrial property right or copyright of a third party, the supplier will, at his option and at his expense, modify or replace the delivery item in such a way that third party rights are no longer infringed, but the delivery item continues to fulfill the contractually agreed functions, or grant the client the right of use by concluding a license agreement. If he is unable to do so within a reasonable period of time, the client is entitled to withdraw from the contract or to reduce the purchase price accordingly. Any compensation claims made by the client are subject to the restrictions set out in § 8 of these General Terms of Delivery.

(3) In the event of infringements of rights caused by products from other manufacturers delivered by the supplier, the supplier will, at its option, assert claims against the manufacturers and sub-suppliers for the account of the client or assign them to the client. In these cases, claims against the supplier exist in accordance with this Section 7 only if the enforcement of the above claims against the manufacturers and sub-suppliers was unsuccessful or, for example due to insolvency, is hopeless.

(4) Claims by the client due to infringements of property rights are excluded insofar as he is responsible for the infringement of property rights; this applies in particular insofar as the infringement of property rights is caused by special requirements of the client, by an application unforeseeable by the supplier or by the fact that the delivery is modified by the client or is used in a manner not foreseeable by the supplier together with products not delivered by the supplier.
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§ 8 Liability for compensation due to fault

(1) The supplier's liability for damages, irrespective of the legal basis, in particular due to impossibility, default, defective or incorrect delivery, breach of contract, breach of obligations in contract negotiations and tort, insofar as fault is involved in each case, limited in accordance with this § 8.

(2) The supplier is not liable in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents, unless it is a breach of essential contractual obligations. Essential to the contract are the obligation to deliver and — if agreed — to install and put into operation of the delivery item, its freedom from defects which more than insignificantly impair its functionality or fitness for use, as well as duties of advice, protection and care which are intended to enable the client to use the delivery item in accordance with the contract or to protect the life or limb of the client's personnel or the protection of the client's property from significant damage purposes.

(3) Insofar as the supplier is fundamentally liable for damages in accordance with § 8 (2), this liability is limited to damage which the supplier foresaw at the time of conclusion of the contract as a possible consequence of a breach of contract or which he should have foreseen if he had exercised normal care. Indirect damage and subsequent damage resulting from defects in the delivery item are also only eligible for compensation insofar as such damage is typically expected when the delivery item is used as intended.

(4) In the event of liability for simple negligence, the supplier's obligation to pay compensation is limited
• for activity damage to ships (property damage and subsequent financial losses) for a total amount of EUR 1,000,000.00 per claim,
• for damage due to defective individual parts delivered by the supplier to an amount of EUR 500,000.00 per claim, and
• for other property damage to an amount of EUR 10,000,000.00 per claim.  

The limitations of liability in this paragraph 4 also apply if it is a breach of essential contractual obligations.
(5) The above exclusions and limitations of liability apply to the same extent in favour of the supplier's organs, legal representatives, employees and other vicarious agents.

(6) Insofar as the supplier provides technical information or provides advice and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and to the exclusion of any liability.

(7) The restrictions of this Section 8 do not apply to the supplier's liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health, or under the Product Liability Act.
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§ 9 Retention of title

(1) The retention of title agreed below serves to secure all existing current and future claims of the supplier against the client arising from the supply relationship existing between the contractual partners (including balance claims from any current account relationship limited to this delivery relationship).

(2) The goods delivered by the supplier to the client remain the property of the supplier until all secured claims have been paid in full. The goods and the goods taking their place in accordance with the following provisions and covered by the retention of title are hereinafter referred to as “reserved goods”.

(3) The client shall store the reserved goods free of charge for the supplier. He is obliged to treat the reserved goods with care and to adequately insure them at his expense.

(4) The client is entitled to process and sell the reserved goods in the ordinary course of business until the claim of exploitation (Section 9 (9)) occurs. Pledges and security transfers are prohibited.

(5) If the reserved goods are processed by the client, it is agreed that the processing is carried out in the name and for the account of the supplier as the manufacturer and the supplier directly owns or — if the processing is carried out from materials from several owners or the value of the processed item is higher than the value of the reserved goods — joint ownership (fractional ownership) of the newly created item in proportion of the value of the reserved goods to the value of the newly created item advertises. In the event that no such acquisition of ownership occurs with the supplier, the client will now transfer its future ownership or — in the above mentioned relationship — joint ownership of the newly created item to the supplier as security. If the reserved goods are combined or inseparably mixed with other items to form a single item and one of the other items is to be regarded as the main item, the supplier, insofar as the main item belongs to him, transfers joint ownership of the single item to the client on a pro rata basis in the relationship specified in sentence 1.

(6) In the event of resale of the reserved goods, the client hereby assigns to the supplier the resulting claim against the acquirer — in the case of joint ownership by the supplier of the reserved goods in proportion to the co-ownership share. The same applies to other claims that take the place of the reserved goods or otherwise arise with regard to the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. The supplier revocably authorizes the client to collect the claims assigned to the supplier in his own name. The supplier may only revoke this direct debit authorization in the event of exploitation.

(7) If third parties access the reserved goods, in particular through seizure, the client will immediately inform them of the supplier's ownership and inform the supplier of this in order to enable him to enforce his property rights. If the third party is unable to reimburse the supplier for the judicial or extrajudicial costs arising in this connection, the client is liable to the supplier for this.

(8) The supplier will release the reserved goods and the items or claims taking their place insofar as their value exceeds the amount of the secured claims by more than 50%. The supplier is responsible for selecting the items to be released afterwards.

(9) If the supplier withdraws from the contract in the event of breach of contract by the client — in particular default of payment — (case of exploitation), he is entitled to demand the return of the reserved goods.
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§ 10 Export Control and Sanctions Compliance

(1) The Buyer undertakes to comply with all applicable export control, sanctions, and foreign trade laws of the European Union, the Federal Republic of Germany and the United States of America or any other relevant jurisdictions.

(2) In particular, the Buyer shall not, directly or indirectly,
•         export or deliver any goods, software, or technology supplied by Böning to Russia or Belarus,
•         use them for any purpose in Russia or Belarus,
•         or transfer them to any natural or legal person, entity, or organization listed on a sanctions list of the EU, Germany, the USA, or other relevant authorities.

(3) The Buyer shall be solely responsible for verifying and complying with any license or notification requirements prior to any re-export or transfer.The Buyer shall immediately notify the supplier in writing if such re-export or transfer is intended or has occurred.

(4) In the event of a violation of these provisions, the supplier is entitled to
•         withdraw from the contract in whole or in part,
•         refuse further deliveries, and
•         claim damages.

(5) This obligation shall remain in force even after termination of the business relationship.
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§ 11 Final Provisions

(1) If the client is a merchant, a legal entity under public law or a special fund under public law or does he have no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for all possible disputes arising from the business relationship between the supplier and the client is, at the choice of the supplier, the registered office of the supplier or the registered office of the client. However, in these cases, the sole place of jurisdiction for lawsuits against the supplier is the supplier's registered office. Mandatory statutory provisions on exclusive places of jurisdiction remain unaffected by this provision.

(2) The relationships between the supplier and the client are subject exclusively to the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) does not apply.

(3) Insofar as the contract or these general terms of delivery contain loopholes, those legally effective provisions which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these general terms of delivery if they had known the loophole are considered agreed.

As of 11/2025