General terms and conditions of business

1. Scope of application
The following general terms and conditions apply to all contracts for deliveries and services between us and natural or legal persons, insofar as these are not consumers within the meaning of § 13 BGB.

2. Acceptance of the General Terms and Conditions
The following terms and conditions apply to all deliveries and services unless expressly agreed otherwise in writing. They also apply to all future contracts unless their validity is expressly rejected in a specific case.
Any conflicting or deviating terms and conditions of the contractual partner are not recognized. They will not become part of the contract even if we do not expressly object to them.

3. Supplementary Agreements, Delivery Dates
Supplementary agreements to the contract, in particular delivery dates agreed outside the written contract, require written confirmation to be valid. This does not apply to agreements made after the conclusion of the contract.

4. Delivery, Force Majeure
Our offers are non-binding until a contract is concluded. Partial deliveries to a reasonable extent are permitted. In the case of deliveries of welding consumables, over- or under-deliveries of up to 5% of the total order quantity are permitted. We are entitled to round up ordered delivery quantities to the next largest or next possible shipping quantity. In the event of force majeure and other unforeseeable, exceptional, and unavoidable circumstances – e.g., difficulties in procuring materials, operational disruptions, strikes, lockouts, lack of means of transport, government intervention, energy supply difficulties, and similar events – even if they occur at our suppliers – any delivery period shall be extended accordingly if we are thereby prevented from fulfilling our obligations in a timely manner. This does not apply if we are at fault for failing to take precautions, prevent, or avert the event. If
the aforementioned circumstances render performance impossible or unreasonable for us, we shall be released from our obligation to perform.
If delivery delays last longer than two months, the contractual partner is entitled to withdraw from the contract. If
the delivery time is extended, we are released from our obligation to perform, or the contractual partner withdraws from the contract, the contractual partner cannot derive any claims for damages from this, provided the aforementioned reasons exist.
We can only invoke the aforementioned circumstances if we notify the contractual partner without undue delay.

5. Shipping and Transfer of Risk
Unless otherwise agreed, the place of performance for our obligations is our registered office. Our deliveries, insofar as we arrange shipping, are made in accordance with Section 447 of the German Civil Code (BGB).
Insurance against transport damage is only provided at the express request and expense of the contractual partner.
Unless otherwise agreed, transport and packaging costs will be invoiced separately.
We will take back packaging in accordance with the German Packaging Ordinance. The contractual partner is obligated to return the packaging at their own expense, clean, free of foreign matter, and, if necessary, sorted according to type. If this obligation is not fulfilled, we are entitled to charge the contractual partner for the additional costs incurred for cleaning and sorting.

6. Price Increase
If the contract has been concluded at our usual prices and the material and processing costs underlying our calculation increase between the conclusion of the contract and acceptance, without our fault, we are entitled to increase our prices accordingly.

7. Samples, Cost Estimates:
Samples will be invoiced separately.
Cost estimates are subject to a fee unless otherwise agreed.

8. Copyrights, Confidentiality
We reserve all proprietary and copyright rights to illustrations, drawings, samples, and other documents that we provide to our contractual partner in connection with the execution of the order. These may not be made accessible to third parties without our consent and must be returned to us immediately upon request.
Unless expressly agreed otherwise, information provided to us by the contractual partner in connection with the order and its execution is not considered confidential.

9. Terms of Payment
All prices are exclusive of applicable VAT.
Unless otherwise agreed, our invoices are payable within 10 days without deduction.
We reserve the right to refuse bills of exchange. Acceptance of bills of exchange is, in any case, only for the purpose of payment. Discount and exchange charges are borne by our contractual partner and are due immediately.
Default interest is calculated at 8% per annum above the base interest rate. We reserve the right to claim higher damages for default.
Offsetting against our claims with counterclaims that have not been expressly acknowledged by us or legally established is not permitted.
If our contractual partner culpably defaults on their payment obligations, we are entitled to withhold our own delivery and performance obligations under the contractual relationship. We are entitled to request the contractual partner to provide security for the payment claims arising from the contract within a reasonable period. After this period has expired without payment being received, we may withdraw from the contract or declare the entire payment obligation of the contractual partner due and payable. In the latter case, we are obligated to discount the outstanding amount using the contractual interest rate at which we refinance ourselves.
As a general rule, services and cash sales are not eligible for discounts.

10. Warranty for Defects
We warrant our deliveries and services to be free from defects for a period of one year from delivery.
If defects appear in the goods or services we deliver within the warranty period, we are entitled, at our discretion, to remedy the defect by repair or replacement. Only after two unsuccessful attempts at remedying the defect is the contractual partner entitled, at their discretion, to either demand a reduction in price or withdraw from the contract.
If we replace parts as part of the repair, this does not extend the warranty period.
The contractual partner is obligated to inspect the goods immediately upon arrival, insofar as this is feasible in the ordinary course of business, and to notify us immediately if a defect is found. If they fail to do so, the goods are deemed accepted, unless the defect was not, and could not have been, detectable upon inspection. If
such a defect appears later, notification must be given immediately after its discovery; otherwise, the goods are also deemed accepted with respect to this defect. To safeguard the contractual partner's rights, timely dispatch of the notification is sufficient.
Defects in part of the delivery do not entitle the contractual partner to reject the entire delivery, unless the defect-free part would be of no interest to the contractual partner.
Our contractual partner's claims under Section 478 of the German Civil Code (BGB) remain unaffected.

11. Damages, Rescission Due to Breach of Contract, Guarantee
Claims for damages by the contractual partner due to breaches of contract on our part, exceeding the warranty claims, are excluded.
This exclusion does not apply to damages resulting from injury to life, body, or health if we are responsible for the breach of contract, nor to other damages based on an intentional or grossly negligent breach of contract on our part. A breach of contract by our legal representatives or vicarious agents is equivalent to a breach of contract
by us. The aforementioned limitation of liability also does not apply if damages are claimed due to a breach of a fundamental contractual obligation for which we are responsible. In this case, however, our liability is limited to the typical and reasonably foreseeable damage.
If we are responsible for a breach of contract, the contractual partner is entitled to rescind the contract under the statutory conditions, unless the breach concerns a defect.
If we have issued a guarantee, we are liable within the scope of the statutory provisions.
Our liability under the Product Liability Act remains unaffected by the foregoing.

12. Retention of Title.
All delivered goods remain our property until full payment of all claims against the contractual partner arising from the entire business relationship, regardless of the legal basis (reserved goods).
The retention of title also extends to the recognized balance insofar as we post claims against the contractual partner to a current account (current account - reservation of title).
In the event of culpable breach of contract by the contractual partner, in particular in the event of default of payment, we are entitled to take back the reserved goods.
The contractual partner is obligated to insure the reserved goods against the risk of accidental loss, in particular theft, fire, breakage, and water damage, at its own expense and to provide us with proof of insurance upon request. It must bear its own costs for any necessary repair, maintenance, and servicing work on the reserved goods.
The contractual partner is entitled to resell the reserved goods in the ordinary course of business. In the event of resale, the customer hereby assigns to us all claims and other rights (including VAT) against its customers or third parties arising from such resale, together with all ancillary rights, regardless of whether the goods subject to retention of title were resold before or after processing. We accept this assignment. The customer is entitled to collect the claims arising from the resale even after assignment, provided it duly fulfills its contractual obligations, in particular its payment obligations, and is not in default of payment. Any money received must be held in trust and remitted to us to the extent that our claim remains valid.
If the customer processes, transforms, or combines goods subject to retention of title with other goods, this is always done on our behalf, and we shall be entitled to co-ownership of the new items in proportion to the value of the processed goods subject to retention of title relative to the other goods at the time of processing or transformation. The contractual partner hereby assigns to us any co-ownership shares that may arise from the combination, mixing, or blending of the delivered goods with other items, and we accept this assignment. The contractual partner will store the goods for us with due commercial care.
The contractual partner hereby assigns to us, as security for all claims arising from the business relationship, all claims to which it is entitled from the resale or any other legal basis relating to the goods subject to retention of title, up to the value of its co-ownership share; we accept this assignment.
At our request, the contractual partner must notify its third-party debtors of the assignment, instruct them to make payments only to us, and provide us with all documents and information necessary for asserting the claim. We are also entitled, at our discretion, to disclose the assignment ourselves.
The assertion of rights arising from the agreed retention of title in the event of default in payment by our contractual partner, including the demand for surrender of the goods, does not constitute a withdrawal from the contract unless we have expressly agreed otherwise. The seizure of the goods subject to retention of title by us always constitutes a withdrawal from the contract. In the
event of seizure or other third-party access to the goods subject to retention of title or the assigned claims, the contractual partner must notify us immediately in writing and provide us with all documents necessary for intervention. If the third party is unable to reimburse us for the court or out-of-court costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the contractual partner is liable for the resulting loss.

13. Release Clause
If the realized value of the securities to which we are entitled pursuant to clause 12 exceeds our total claim arising from the business relationship by more than 120%, the contractual partner is entitled, at its discretion, to demand the reassignment of existing securities up to the amount of the excess.

14. Data Protection
In accordance with our obligations under the Data Protection Act, we hereby inform you that we electronically store the data of our contractual partners that is necessary for the execution of the business process.

15. Place of jurisdiction
The place of jurisdiction for all disputes arising between the parties from the contractual relationship is the location of our headquarters, Fuldabrück-Bergshausen.

16. Applicable Law
The mutual obligations arising from this contract shall be governed exclusively by the law of the Federal Republic of Germany.