General terms and conditions

§ 1 General provisions

(1) The following terms and conditions (hereinafter referred to as "GTC") shall apply to all business relations between us, KombiTec GmbH, An der Römerstraße 1, 87488 Betzigau, and our contractual partners, in particular to sales and purchases, irrespective of whether we or our suppliers manufacture the goods ourselves or purchase them from suppliers, as well as to all future business relations, without us having to refer to our GTC again in each individual case.

(2) These General Terms and Conditions apply exclusively. Conflicting or supplementary general terms and conditions of our contractual partners or third parties shall only apply insofar as we have expressly agreed to them in writing. This requirement of consent shall apply in any case, in particular also if we carry out the deliveries without reservation while being aware of the conditions of the contractual partner or third parties.

(3) Subject to proof to the contrary, written agreements with us or written confirmations by us as well as these General Terms and Conditions shall be decisive for the content of individual agreements.

§ 2 Offer and conclusion of contract

(1) All our offers are subject to change and non-binding, unless expressly agreed otherwise. Such an agreement must be made in writing.

(2) Contracts are only concluded by our order confirmation. Contracts which have become effective through confirmation can no longer be cancelled without our consent. Technical changes which are subsequently requested by the customer entitle us to change the price within the scope of the additional expenditure caused thereby.

§ 3 Delivery periods and dates

(1) Delivery periods or dates promised by us are non-binding unless a fixed period or date has been expressly promised or agreed. Such an agreement must be made in writing.

(2) Expressly agreed delivery periods and dates shall only be observed and shall only commence if our customer fulfils its obligations to co-operate, in particular the timely receipt of all documents to be procured by it, as well as the agreed down payment in good time. If the cooperative actions are not fulfilled in time, the deadlines shall be extended accordingly, unless we are responsible for the delay.

(3) If expressly agreed delivery periods and dates cannot be met by us or our suppliers due to circumstances for which we are not responsible, the periods or dates shall be extended or postponed accordingly. In such a case we will inform the customer immediately and inform him of the expected new deadline or new date. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall reimburse any consideration already paid by the customer without delay.

(4) Binding delivery periods and dates shall be deemed to have been observed if the delivery has left the factory or readiness for dispatch has been notified by the time they expire.

(5) Irrespective of the aforementioned conditions, claims of the customer against us for damages and for reimbursement of futile expenses due to delay and/or impossibility shall only be directed towards us in accordance with § 9 of these General Terms and Conditions and shall otherwise be excluded.

(6) Within the scope of deliveries to us, the supplier is obliged to comply with the agreed delivery date. By the agreed delivery date, the service must have been rendered by us; timely dispatch to the supplier alone is not sufficient. If performance is not effected on time, we may withdraw from the contract or, if the supplier is in default, demand damages in addition to performance in accordance with the statutory provisions.

§ 4 Delivery, passing of risk, default of acceptance

(1) Our deliveries and the transfer of risk shall take place ex works.

(2) We shall be entitled to make partial deliveries insofar as this is reasonable for the customer. Each partial delivery can be invoiced separately,

(3) If the customer is in default of acceptance, if he fails to cooperate or if deliveries are delayed for other reasons for which he is responsible, we may withdraw from the contract and/or claim damages after setting a grace period of no more than 7 days. We may charge a lump sum of 0.5% of the invoice amount of the delivery per month for damages for the period of the delay. The parties reserve the right to prove higher or lower damages.

(4) Deliveries to us shall be made free domicile to the place specified in our order.

§ 5 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our prices shall be ex works, plus packaging and freight, etc., as well as the statutory value added tax applicable at the time of delivery. In the case of orders in which we are to deliver at the customer's request for longer than 4 months after conclusion of the contract, the list price valid at the time of delivery shall apply.

(2) We reserve the right to adjust agreed prices to the extent that the order-related costs (e.g. changes in wage costs or material prices) change after our confirmation of the order.

(3) Cheques and bills of exchange, if this type of payment has been agreed, shall only be accepted on account of performance. Bank, discount and collection charges are to be reimbursed immediately by our customer as cash expenses.

(4) Unless otherwise agreed, invoices from us are due for payment without any deduction within 14 days of the invoice date. We are entitled to demand advance payments or securities at any time.

(5) In the event of non-compliance with the above payment term, our customer shall be in default. In this case, we shall be entitled to demand default interest at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by default. Our claim against merchants to commercial interest on maturity (§ 353 HGB) remains unaffected.

(6) If justified doubts arise as to the solvency of our customer or if insolvency proceedings are instituted against the customer's assets, we shall be liable to the customer in accordance with our

The customer is entitled at his option to withdraw from the fulfilment of all existing contracts, to make our claims due or to demand advance payment or the provision of security.

(7) Payments by us shall be made on the 15th or 30th (or next working day) of each month. The proper invoice must be available 8 working days in advance, otherwise it will only be settled during the next payment run (with retention of the discount). Advance payments are excluded. We do not owe any interest due. The assignment of claims against us shall require our prior written consent; payments shall only be made to our supplier, as far as possible.

(8) Our contractual partners shall have a right of set-off or retention only on the basis of counterclaims which have been established as legally binding or are undisputed. We shall be entitled to set-off and retention rights to the extent permitted by law.

§ 6 Retention of title

(1) We reserve title to the delivered goods (hereinafter referred to as "reserved ownership") until the customer has settled all claims - including ancillary claims - arising from the business relationship with us and honoured accepted bills of exchange. At our request he shall insure the reserved goods at his own expense against loss and damage; he hereby assigns his claims from the insurance contracts to us in advance. We accept the assignment.

(2) Before full payment of the secured claims, our customer may neither pledge the reserved property to third parties nor assign it as security.

(3) Our customer shall be entitled to process or combine reserved property in the ordinary course of business. The processing takes place for us as manufacturer, without committing us. We shall acquire sole ownership or co-ownership of the products resulting from the processing, mixing or combining of the reserved property in the ratio of the value of the reserved property of the Seller to the value of the other processed or combined materials at the time of processing. In all other respects, the same shall apply to the resulting products as to the reserved property.

(4) Our customer may only sell the reserved property in the ordinary course of business. Our customer hereby assigns to us as security any claims against third parties arising from the resale of the reserved property or the product to the extent of our ownership share. We accept the assignment. The obligations of our customer stated in § 6 para. 2 of these General Terms and Conditions shall also apply with regard to the assigned claims.

(5) In addition to us, the customer shall be entitled to collect the assigned claims within the framework of proper business transactions as long as he meets his payment obligations towards us. We may at any time demand that the customer submit a list of our reserved property and the claims assigned to us together with the corresponding copies of the invoice and inform the third-party debtors of the assignment of the claim. We may also disclose the assignment of the claim against the third-party debtor or third parties ourselves at any time. However, we shall only make use of these rights if our customer does not fulfil his payment obligations or does not fulfil them properly or if the realisation of our claims appears to us to be at risk.

(6) If the realisable value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the customer's request.

(7) In the event of any third-party access to our reserved property or the claims assigned to us, the customer is obliged to inform the enforcement authorities of our rights and to inform us immediately of such access and to provide all information required for intervention. The costs of any interventions shall be borne by the customer.

§ 7 Obligations to examine and give notice of defects

(1) Our customer is obliged to inspect the delivered goods for completeness and freedom from defects immediately after transfer of risk. The defects which are recognisable after this inspection must be reported to us immediately in writing or text form (e.g. letter, e-mail, fax), at the latest within a period of 5 calendar days. Other defects must be reported by the customer in writing or text form (e.g. letter, e-mail, fax) immediately after becoming aware of them. The decisive factor in all cases is the receipt of the complaint by us.

(2) The goods delivered by us shall be deemed free of defects if the complaint is made late.

§ 8 Warranty

(1) Technical data, illustrations, drawings, weights and dimensions of the goods delivered by us shall only be binding if confirmed in writing. We reserve the right to make design changes. Information in brochures and operating instructions as well as information on the quality or usability of the purchased item supplied by us shall not be deemed warranted properties without our express written declaration. The customer is responsible for checking the usability of our goods.

(2) Claims of the customer against us arising from material defects and defects of title shall become statute-barred 12 months after the respective statutory commencement of the limitation period. This applies accordingly to the customer's right to withdraw from the contract and to reduce the purchase price due to a defect. Notwithstanding this, the limitation period shall be governed by the statutory provisions if the delivered goods are a building or an object which has been used for a building in accordance with its customary use and which has caused its defectiveness (building material) (§§ 438 Para. 1 No. 2, 634a Para. 1 No. 2 BGB), (§§ 438 Para. 1 No. 1 and Para. 1 No. 2 BGB), if the law in accordance with § 438 Para. 1 No. 1 and Para. 1 No. 2 BGB (German Civil Code) does not apply. 3, § 445b BGB (German Civil Code), in the case of liability due to grossly negligent or intentional breach of duty, in the case of negligent or intentional injury to life, body or health, in the case of not inconsiderable negligent or intentional breach of a contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely (essential contractual obligation) or due to mandatory liability under the Product Liability Act.

(3) Defects as to quality do not exist in particular if the value and suitability of the goods for the recognisable use is not or only insignificantly impaired, if damages are present which are based on natural wear and tear, temperature and/or weather influences and the like and if damages are attributable to improper use, excessive strain or non-observance of the operating instructions.

(4) Subsequent performance shall be effected at our discretion by elimination of the defect or by delivery of a defect-free item.

(5) If the subsequent performance has failed, our customer may withdraw from the purchase contract in accordance with the statutory provisions or reduce the purchase price at his discretion.

(6) Our customer shall only be entitled to retain the purchase price in the event of a material defect or defect of title to the extent that the retained part of the purchase price is in reasonable proportion to the defect.

(7) Irrespective of the aforementioned conditions, the customer's claims against us for damages and for the reimbursement of futile expenses due to a defect shall only be based on the provisions of § 9 of these General Terms and Conditions and shall otherwise be excluded.

(8) The statutory provisions shall apply to our rights in the event of material defects and defects of title.

(9) The warranty location is 87488 Betzigau.

§ 9 Claims for damages

(1) In the event of any type of breach of duty (pre-contractual, contractual and non-contractual), we shall be liable for damages and reimbursement of expenses only in the event of gross negligence or intent, in the event of negligent or intentional injury to life, limb or health, in the event of fraudulent intent or non-compliance with a guarantee of quality or due to mandatory liability under the Product Liability Act. In the event of a not inconsiderable negligent or intentional breach of a contractual obligation, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely (essential contractual obligation), we shall otherwise only be liable for foreseeable, typically occurring damages.

(2) The limitations of liability resulting from the above paragraph shall also apply to any type of breach of duty by and for the benefit of persons whose fault we are responsible for in accordance with statutory provisions; in particular by and for the benefit of employees, workers, staff, representatives and vicarious agents.

(3) The statutory provisions shall apply to our rights in the event of other breaches of duty by our contractual partners which do not constitute material defects or defects of title.

§ 10 Confidentiality

(1) We reserve ownership, industrial property rights and/or copyrights to all drawings and other documents and aids provided by us. Our contractual partner may not make these objects and all business and technical information from and about us accessible to third parties without our express written consent, either as such or in terms of content, and may only use them for the contractually specified purpose. This also applies to the time after termination of the business relationship.

(2) Our contractual partner may only make the aforementioned information accessible to those employees who have undertaken in writing to maintain confidentiality, even after the duration of their work.

(3) At our request, the contractual partner shall return to us in full the items described in paragraph 1, including any copies.

§ 11 Final provisions

(1) These GTC and the entire legal relationship between us and our contractual partners shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of conflict of laws and international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If our contractual partner is a merchant within the meaning of the German Commercial Code, a legal entity under public law, a special fund under public law or an entrepreneur within the meaning of § 14 BGB (German Civil Code), the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Kempten. Prior statutory provisions, in particular regarding exclusive responsibilities, shall remain unaffected.

(3) Should one or more provisions of these GTC be or become invalid or void in whole or in part, or should this agreement contain a loophole, the validity of the provisions of this contract shall otherwise remain unaffected. The invalid or void provision shall be replaced by a valid provision which achieves the economic purpose pursued by it as far as possible.

Status: July 2021