GENERAL TERMS AND CONDITIONS OF BUSINESS AND DELIVERY

GTC

of the company LINGL SOLEAD GmbH, Nordstraße 2, 86381 Krumbach, Germany

I. Validity

1. The following terms and conditions apply exclusively to all offers submitted by us and to all contracts concluded with us.
2. Terms and conditions of purchase or other terms and conditions of the customer shall only apply if we confirm them in writing.
3. If written form is required in these terms and conditions, this shall also be deemed to have been complied with by e-mail and fax.

II. Conclusion of Contract

1. All our offers, in particular those in catalogues, sales documents or on the Internet, are non-binding. They are legally to be regarded as an invitation to submit offers.
2. Orders are accepted if they are either confirmed by us in writing or executed immediately after receipt of the order.
3. In case of doubt, the content of the contract shall be based on our order confirmation; if no such confirmation is issued, it shall be based on our delivery note.
4. Details of dimensions, weights and performance, illustrations and drawings are approximate unless we designate them as binding.
5. We reserve unrestricted ownership and copyright utilisation rights to cost estimates, design drawings and other documents; they may only be made accessible to third parties with our consent and must be returned immediately if a contract is not concluded.
6. We do not carry out soil analyses for the foundation of buildings. All foundation details and the prices relating to them are based on a soil load-bearing capacity of 2 kg/cm² and the condition of the subsoil being suitable for spading.
7. We reserve the right to make changes in design or form during the delivery period, provided that these are insignificant changes in performance and are reasonable for the customer.
8. Additional or amending agreements – also with our representatives, sales representatives or other authorised agents – require our express written confirmation in order to be effective.

III. Delivery

1.  Delivery periods shall not commence until all details of execution have been fully clarified. Compliance with the delivery deadlines shall be subject to the fulfilment of the customer’s contractual obligations, in particular the payment of an agreed down payment and the timely provision of the necessary documents.
2. In the event of delays in delivery due to force majeure or due to events for which we are not at fault and which make delivery significantly more difficult or temporarily impossible for us – this includes in particular strikes, lockouts, official orders, transport disruptions, natural disasters, war or comparable mobilisation of armed forces, pandemics or similar events, etc. – even if they occur at our suppliers or subcontractors, the agreed delivery period shall be extended by a reasonable period. – even if they occur at our suppliers or subcontractors, the agreed deadline shall be extended to a reasonable extent. If the impediment to performance persists beyond 3 months, both contracting parties shall be entitled to withdraw from the contract in whole or in part. Claims for damages are excluded. The same shall apply if we are not supplied by our supplier or not supplied on time without us being at fault.
3. Partial deliveries and services are permissible to a reasonable extent.
4. We shall endeavour to meet agreed delivery deadlines. If we culpably exceed delivery deadlines, the customer is obliged to set us a reasonable grace period. After expiry of this grace period, the customer may withdraw from the contract. Clause VII shall apply accordingly to the assertion of damage caused by delay and damage due to non-fulfilment.
5. If dispatch is delayed for reasons for which the customer is responsible, a storage fee of 0.5% of the invoice amount may be charged for each month or part thereof, up to a maximum of 5% of the invoice amount. This does not exclude the assertion of higher damages. The customer shall be entitled to prove that no damage or significantly less damage has been incurred.
6. If the customer culpably refuses to fulfil the contract, we shall be entitled to demand compensation amounting to 20% of the order value excluding VAT. This does not exclude the assertion of higher damages. The customer shall be entitled to prove that no or significantly lower damages have been incurred.

IV. Prices, terms of payment

1. Prices are strictly net ex works including loading plus VAT at the applicable statutory rate.
2. All customs duties, taxes or similar charges arising from our deliveries and services in the customer’s country shall be borne by the customer.
3. If there are more than 4 months between the conclusion of the contract and the start of the execution of the contract, we reserve the right to increase our prices appropriately if cost increases occur after the conclusion of the contract, in particular increases in material and raw material prices, personnel, manufacturing and transport costs. We shall provide evidence of such increases to the customer upon request.
4. The customer may only offset claims that are undisputed by us or have been recognised by declaratory judgement. This does not apply to counterclaims of the customer arising from the same contractual relationship.
5. The assertion of a right of retention due to disputed or not legally established counterclaims is excluded, unless these claims are based on the same contractual relationship.
6. Bills of exchange shall only be accepted on account of payment and by special agreement and only if they are discountable and the discount bank charges, which are always payable immediately and in cash, are charged.
7. Payments may only be made to us. Claims against us may not be assigned.

V. Transportation, transfer of risk and acceptance

1. In the case of delivery of goods, the risk shall pass to the customer, even if carriage paid delivery has been agreed, as soon as the goods have left our works or the customer is in default of acceptance. This also applies to partial deliveries. If dispatch is delayed for reasons for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch. The same shall apply accordingly if the goods are delivered ex works by a third party commissioned by us.
2. Any transport damage must be reported to the carrier by the consignee before payment of the freight and before acceptance of the goods. The consignee must notify the carrier within 1 week of delivery of any damage or shortages of the goods that are not externally recognisable on acceptance.
3. If acceptance is delayed for reasons for which the customer is responsible, acceptance shall be deemed to have taken place if a reasonable deadline set by us for the customer to carry out acceptance has expired without result, but no later than 3 months after delivery.
4. If the machine / system supplied by us is capable of producing saleable goods after commissioning, the customer is obliged to confirm this to us in writing. This confirmation does not constitute acceptance, insofar as such should be required.
5. We are entitled to demand partial acceptances in the context of which the customer confirms in writing that he has received a specific service. In the case of such partial deliveries, the customer is not subject to any obligation to inspect the goods in accordance with § 377 HGB (German Commercial Code). Nevertheless, the customer shall notify us of any defects recognised within a reasonable period of time. Partial acceptance shall not be deemed to be an acknowledgement of freedom from defects and completeness and shall have no effect on the commencement of the warranty periods.

VI. Notification of defects and liability for defects

1. Quality specifications, e.g. regarding dimensions, weight and other technical specifications, are only to be understood as descriptions of quality and do not imply the assumption of a guarantee. The customer is responsible for checking whether the goods are suitable for his purposes.
2. The goods delivered by us must be carefully inspected by the customer for quantity, defects and quality immediately upon receipt. They shall be deemed approved if recognisable complaints are not notified to us in writing immediately, at the latest within 1 week of receipt of the goods, or if a complaint becomes apparent later after discovery. This shall not apply if acceptance has been expressly agreed. If the customer discovers a defect in the goods, he may not dispose of them, i.e. they may not be divided, resold or further processed.
3. In the event of defects in the goods delivered or the work performed, we may, at our discretion, provide subsequent delivery by remedying the defect or by delivering a defect-free item. We may, at our discretion, demand that the defective goods are sent to us for reworking or replacement with subsequent return – at our expense – or that the customer keeps the defective goods ready and the reworking or replacement is carried out there by us or a person authorised by us. The customer shall be entitled to this if it cannot reasonably be expected to send the goods to us. The expenses required for the purpose of subsequent performance (in particular transport, travel, labour and material costs) shall be borne by us. This shall not apply to increased expenses incurred as a result of the goods having been taken to a place other than the customer’s place of residence or commercial establishment after delivery, unless the transfer was in accordance with the intended use of the goods.
4. In the event of failure, i.e. impossibility, serious and final refusal, unreasonable delay or unsuccessful attempt at subsequent fulfilment, the customer shall be entitled to reduce the purchase price or, at his discretion, to withdraw from the contract. An unreasonable delay shall be deemed to exist if the Contractor fails to provide subsequent fulfilment within a reasonable period of time set. Withdrawal is excluded if the object of the liability for defects is a construction service.
5. If a defect is due to our fault or a fault attributable to us, the customer may demand compensation for damages or reimbursement of expenses under the conditions specified in Clause VII.
6. The limitation period for claims for defects is 12 months. In the event of a defect in the cases of § 438 Para. 1 No. 2 BGB (buildings and items for buildings) or § 634a Para. 1 No. 2 BGB (buildings and planning or monitoring services for buildings), the limitation period shall be five years. If the claim for defects is dependent on fault, the limitation period shall apply in accordance with Clause VII. No. 4.
7. Any delivery of used goods agreed with the customer in individual cases shall be made to the exclusion of all claims for defects.

VII.         General liability

1. In the event of a breach of duty, we shall only be liable for damages or reimbursement of expenses – subject to the other contractual and statutory liability requirements – in the event of intent or gross negligence. This shall not apply if the breach of duty concerns an essential contractual obligation (contractual obligation whose breach jeopardises the achievement of the purpose of the contract and on whose compliance the contracting parties may regularly rely) or guarantee or leads to liability for damages resulting from injury to life, limb or health or insofar as we are liable under the Product Liability Act.
2. In the event of liability for negligent breach of a material contractual obligation, liability shall be limited to the damage that was typically foreseeable at the time the contract was concluded.
3. The above exclusions and limitations of liability shall apply to the same extent in favour of our executive bodies, legal representatives, employees, vicarious agents and other agents.
4. The limitation period for all claims for damages or reimbursement of expenses against us, regardless of the legal grounds, is 12 months, unless we are liable for intent or gross negligence or for damages resulting from injury to life, limb or health or under the Product Liability Act.

VIII.     Retention of title

1. The retention of title agreed below serves to secure all our existing, current and future claims against the customer arising from the business relationship with the customer (including balance claims from any agreed current account relationship).
2. The delivered goods shall remain our property as reserved goods until all secured claims have been paid in full.
3. If the customer defaults on payment, we shall be entitled to demand the return of the reserved goods without prior cancellation on our part.
4. The customer shall store the reserved goods for us free of charge.
5. The customer is authorised to resell or process the reserved goods in the ordinary course of business. However, he hereby assigns to us all claims in the amount of the value of the reserved goods with all ancillary rights arising from the sale or processing and authorises us to collect these claims. We hereby accept the assignment.
6. The processing or transformation of the reserved goods shall be deemed to have been carried out on our behalf. In this respect, we shall be deemed to be the manufacturer within the meaning of § 950 BGB.
7. The value of the reserved goods is our invoice amount. If the resold reserved goods are co-owned by the customer, the assignment of the claim shall extend to the amount corresponding to the value of the customer’s share in the co-ownership.
8. In the event of processing with goods not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the value of the other goods at the time of processing. If the reserved goods are combined, mixed or blended with goods not belonging to us in accordance with §§ 947, 948 BGB, we shall become co-owners in accordance with the statutory provisions. If the customer acquires sole ownership by combining, mixing or blending, he hereby grants us co-ownership in proportion to the value of the reserved goods to the other goods at the time of combining, mixing or blending.
9. If the goods subject to retention of title are installed by the customer as an essential component in a property, ship under construction or aircraft of the customer, the customer hereby assigns to us the claim arising from the sale of the property, property rights, ship, ship under construction or aircraft in the amount of the value of the goods subject to retention of title.
10. The customer is not authorised to pledge the reserved goods or to assign them as security.
11. The customer shall remain authorised to collect the assigned claims until revoked. As long as the customer fulfils his payment obligations towards us, we shall not make use of our collection authority. Upon request, the customer is obliged to name the debtor of the assigned claim and to notify the debtor of the assignment, without prejudice to our right to notify the debtor of the assignment ourselves.
12. The right to sell, process, mix, blend, combine with others or otherwise utilise the items delivered subject to retention of title shall lapse in the event of default in payment, suspension of payment, an application to open insolvency proceedings against the customer’s assets or the rejection of such an application.
13. In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can bring an action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.
14. We undertake to release the securities to which we are entitled at the request of the customer if their estimated value exceeds the amount of the secured claims by more than 50%.

IX. Use of software

1. If software is included in the scope of delivery, the customer shall be granted a non-exclusive right to use the software supplied, including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.
2. The customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (§ 69a UrhG). The customer undertakes not to remove manufacturer’s details, in particular copyright notices, or to change them without our express consent.
3. All other rights to the software and the documentation, including copies, shall remain with us. The granting of sub-licences is not permitted.

X. Final provisions

1. The place of fulfilment for both parties and for all mutual business relations is Krumbach.
2. The exclusive place of jurisdiction for legal disputes with merchants, legal entities and special funds under public law shall be the court in whose district we have our registered office. However, we shall also be entitled to bring an action at the customer’s registered office or before other courts having jurisdiction under domestic or foreign law. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
3. The legal relationship with the Customer shall be governed by German law, but excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
4. Should one or more conditions be invalid in whole or in part, this shall not affect the validity of the remaining conditions. Insofar as the invalid conditions contain an effective, appropriate part, this shall be maintained.
5. Insofar as we provide assembly services or only assembly services in addition to the delivery of goods, our terms and conditions of assembly, which will be sent to the customer on request, shall also apply.
6. February 2024