General terms and conditions

Serwo Packaging

§ 1 – Validity of the conditions, applicable law

(1) For these terms and conditions and the entire relationship between us and our buyers/orderers, German law applies to the exclusion of UN sales law and German international private law.
(2) Our deliveries, services and offers are based exclusively on these terms and conditions. These also apply to future business relationships, even if they are not expressly agreed again. These terms and conditions are deemed to have been accepted at the latest upon receipt of the goods or services. General terms and conditions of the buyer/purchaser only apply insofar as we have expressly agreed to them in writing.
(3) Deviations from these terms and conditions are only effective if they are confirmed by us in writing; the written form agreement cannot be revoked orally.

§ 2 – Offer and conclusion of contract

(1) Our offers are subject to change and non-binding. Orders and declarations of acceptance require our written confirmation, or by telefax, to be legally effective. The same applies to supplements, modifications or subsidiary agreements.
(2) Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
(3) Our sales staff are not authorised to make verbal subsidiary agreements or to give verbal promises that go beyond the content of the written contract.

§ 3 – Prices

(1) The prices stated in our order confirmation plus the respective statutory sales tax are decisive. Additional deliveries or services are charged separately.
(2) The prices are in euros ex works Egeln, excluding packaging. If invoices are issued in a foreign currency, the exchange rate applicable at the time of the invoice date for the place of payment Leverkusen is to be used for payment.
(3) If our production costs increase by more than 5% after the date of our order confirmation, but before our delivery or a partial delivery, we are entitled to increase the prices stated in our order confirmation in accordance with the additional costs arising from the fulfilment of the order, if the delivery takes place later than 30 days after order confirmation. In the event of an increase of more than 10% of the price stated in our order confirmation, the buyer is entitled to withdraw from the contract.

§ 4 – Delivery times

(1) Delivery dates or periods which are to be binding for us require written confirmation. Delivery times for productions according to customer requirements only start after the approved samples/proofs are available. If a binding date is determined according to the calendar, we will not be in default unless the buyer reminds us in writing of the performance, setting a deadline.
(2) We are not responsible for delays in delivery and performance due to force majeure and events that make delivery significantly more difficult or impossible for us—this includes in particular strikes, lockouts, official orders and the like, even if they occur at our suppliers or their sub-suppliers, in the event of machine and tool breakage and disruption of material delivery—even in the case of bindingly agreed deadlines and dates. We are also not responsible for exceeding deadlines or non-delivery if they are based on late delivery, non-delivery or faulty delivery by our sub-suppliers. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. The buyer cannot assert any claims for damages against us from the extension of the delivery time or the withdrawal on our part.
(3) If the hindrance lasts longer than 3 months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the part of the contract that has not yet been fulfilled. In this case, too, the buyer is not entitled to any claims for damages against us, unless we caused the reason for withdrawal at least through gross negligence.
(4) If the buyer defaults on the fulfilment of his obligations from any contract concluded with us, we are entitled to withdraw from the contract after setting a period of grace and at the same time threatening to refuse fulfilment or to demand the compensation for non-fulfilment. The compensation amounts to 10% of the order amount, whereby we reserve the right to prove higher damages. If we are in default with the fulfilment of the obligations under the contract towards the buyer, the buyer is entitled to withdraw after setting a reasonable period of grace if we caused the default intentionally or through gross negligence.
(5) We are entitled to partial deliveries and partial services at any time. If an instalment, successive or partial delivery contract has been agreed, we are only obliged to make deliveries that deviate from the agreed scope if we have confirmed a corresponding request in writing.
(6) If we give notice of readiness for dispatch within a bindingly agreed delivery period, the delivery period is deemed to have been met.

§ 5 – Transfer of Risk

The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment. If we have reported readiness for dispatch and collection by the buyer has been agreed, the risk passes to the buyer upon notification of readiness for dispatch. Shipping is at the expense and risk of the buyer. In the absence of other instructions, the means of transport and the route of transport are left to the seller. In the event of collection by the buyer, the buyer is not entitled to invoice any waiting times, unless we are in default at this point in time as a result of at least gross negligence.

§ 6 – Material and execution

(1) For films and film products, the following technical tolerances are customary and cannot be recognized as a reason for a complaint:
Medium film thickness < 15my: •25%, >=15my: •15%, >=25my: •13%
Production quantity <=200kg: •10%, >200kg: •7%, >1000kg: •5%, >5000kg: •4%
other dimensions: •5%
(2) We reserve the right—especially in the case of manufactured goods—to deliver over or under deliveries of up to 20% of the ordered quantities, calculating the actual delivery quantity.
(3) When making products from paper and plastic, the occurrence of faulty goods is technically unavoidable. A defective proportion of up to 4% of the total quantity cannot be complained about, regardless of whether the defects are in processing or in printing.
(4) We do not guarantee migration of plasticisers, paraffinic dyes and binders and are not liable for any consequences resulting therefrom. We are also not liable for the properties of gumming, varnishing and impregnation of paper and plastics.

§ 7 – Print

(1) Proofs are delivered once without charge. They are to be checked by the buyer for typesetting and other errors and returned to us when they are ready for printing. We are not liable for errors overlooked by the customer. In the event of changes after printing approval, all expenses including the costs of the machine downtime are borne by the buyer. Typographical errors will be corrected free of charge; on the other hand, as a result of the illegibility of the manuscript, changes that we are not responsible for or changes that are necessary in deviation from the printing copy, in particular author’s corrections, will be charged according to the working hours used. Proofs in different or multi-coloured versions will be invoiced in any case.
(2) Normal colours are used for prints. Special demands on the colours are part of the order and must therefore be expressly agreed when placing the order. We reserve the right to minor colour deviations. They do not entitle the client to refuse acceptance of the goods or to reduce the price. We do not accept any liability for damage caused by oxidation when printing with bronze colours. We cannot guarantee the light resistance, lightfastness, variability, abrasion resistance and water resistance of the printing inks either.
(3) We are entitled to draw attention to our company in an appropriate manner on the products manufactured and sold by us.

§ 8 – Rights of disposal and property rights

(1) Printing documents (drafts, drawings, clichés, etc.) that were produced by us for the execution of orders remain in our possession and property until they are destroyed, even if the buyer has taken over the partial or entire costs for these production resources. We take care of the storage and maintenance free of charge. We no longer accept liability for third-party printing documents after 4 weeks after the order has been completed. Gravure cylinders are deleted 6 months after the order has been completed; We destroy all other printing documents 2 years after delivery of the goods, even if the buyer does not approve.
(2) We reserve the property and all copyrights and industrial property rights to cost estimates, drafts, drawings, models and other documents. They may only be made available to third parties with our consent. Drawings and other documents belonging to offers are to be returned to us on request, especially if the order has not been placed.

§ 9 – Retention of Title

(1) Until all claims, including all current account balance claims that we are entitled to for any legal reason against the buyer now or in the future, have been met, we are granted the following securities, which we will release upon request at the buyer’s choice, provided that their value exceeds the claims by more than 10%. A repayment stipulation of the buyer according to §§ 366 Para. 1, 367 Para. 2 German Civil Code, as far as it is not already irrelevant according to § 10 Para. 1 of these conditions, does not prevent the continuation of our following security interests.
(2) The goods remain our property. Processing or transformation is always carried out for us as the manufacturer, but without obligation for us. If our ownership expires through combination or mixing, it is already agreed that the buyer’s (co-)ownership of the unitary item shall pass to us proportionally according to the invoice value. The buyer keeps the (co-)property for us free of charge. Goods to which we have (co-)ownership are referred to below as reserved goods.
(3) The buyer is entitled to process and sell the reserved goods in the ordinary course of business, as long as he is not in default. Pledges or collateral assignments are inadmissible. The purchaser hereby assigns to us as security the claims (including all current account balance claims) arising from the resale or any other legal reason with regard to the goods subject to retention of title to the extent to which we have claims against the purchaser in accordance with Para. 1. We revocably authorise the buyer to collect the claims assigned to us for our account in his own name. This authorisation to collect can in particular be revoked if the buyer fails to properly meet his payment obligations.
(4) If third parties access the goods subject to retention of title, the buyer will point out our ownership and notify us immediately.
(5) If the buyer acts in breach of contract—in particular default of payment—we are entitled to take back the goods subject to retention of title or, if necessary, to demand the assignment of the buyer’s claim against third parties. Taking back or seizing the reserved goods by us does not constitute a withdrawal from the contract.
(6) Rights from our retention of title apply until the full release from contingent liabilities that we have entered into in the interests of the buyer.

§ 10 – Payment

(1) Unless otherwise agreed, our invoices are payable free of postage and expenses 30 days after invoicing without any deductions. We are entitled, in spite of contrary provisions of the buyer, to initially offset payments against his older debts.
(2) Payment is only deemed to have been made when we have the amount at our disposal. In the case of payment by cheque, payment is only deemed to have been made two weeks after the check has been cashed. The risk of the payment method is borne by the buyer. Payments to our employees and representatives only release the buyer if our employees and representatives are provided with a collection authority, which the buyer must request before payment.
(3) If the due date is exceeded, we are entitled to charge default interest of 8% above the respective base rate from the relevant point in time.
(4) We reserve the right to accept our own or third-party cheques or bills of exchange in any case and are made on account of payment. If we agree to accept a bill of exchange, this consent is only valid under the condition that the bill of exchange is available to us no later than 10 days after the invoice date. After the deadline, we are no longer bound by our declaration of consent. When accepting cheques and bills of exchange, the buyer has to assume all costs and discount charges in any case.
(5) If the buyer does not meet his payment obligations in a timely manner, in particular, he does not cash a cheque, or we become aware of other circumstances which question the buyer’s creditworthiness, we are entitled to request advance payment or security, also with regard to other, as yet unfulfilled contracts, and to withhold the delivery of further goods, also with regard to other contracts, until all of our claims have been paid in full and secured.
(6) The buyer is only entitled to offset, withhold or reduce, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.

§ 11 – Warranty

(1) The warranty is 6 months.
(2) Notices of defects are generally excluded for goods that are processed or further processed after delivery or were sold as occasional or special items or as a second choice.
(3) The buyer must notify us in writing of any defects immediately, but no later than 8 days after receipt of the delivery item; The decisive factor is the receipt of the complaint by us. This obligation is incumbent on the buyer even if the goods are delivered to third parties on his behalf. Defects that cannot be discovered within this period, even with careful inspection, must be reported to us in writing immediately upon discovery. If the buyer invokes hidden or hidden defects, he is obliged to prove that the defectiveness of the goods was not obvious, and if random checks were carried out, that no defects were found. If a formal acceptance by the buyer has been agreed with regard to the goods delivered by us, then, after this acceptance has been carried out, complaints of defects that were ascertainable upon acceptance are excluded; the burden of proof in this respect lies with the buyer.
(4) In the event of a complaint, we have the right to choose between rework and new delivery to remedy the defect. If the elimination of the defect fails after a reasonable period of time, the buyer can, at his option, request a reduction in the remuneration or cancellation of the contract to the extent to which the repair or new delivery has failed. Taking back the goods complained about does not constitute an obligation to guarantee.
(5) Liability for normal wear and tear is excluded. Claims for defects (repair or new delivery) do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
(6) Warranty claims against us are only available to our contractual partner and are not transferable.
(7) The preceding paragraphs finally contain the guarantee for the products and exclude other claims of any kind. This does not apply to claims for damages from assurances of properties, which are intended to protect the buyer against the risk of consequential damage. For such damage, however, we are only liable up to three times the invoice amount, whereby the buyer has the right to prove higher damage caused by our at least gross negligence.
(8) We are only obliged to pay compensation for defects or consequential damage caused by defects in the event of gross negligence or intent to be proven by the buyer. In the case of gross negligence for which we are responsible, however, our liability is limited to the foreseeable damage typical for the contract.

§ 12 – Design changes

We reserve the right to make technical changes to our products, in particular deviations from samples from earlier deliveries in terms of design and material, without prior notice. Such changes only entitle the buyer to complain if the contractually intended function of the products is impaired, for which the buyer is obliged to provide evidence.

§ 13 – Patents

The buyer is solely liable for the legality of the use of drawings, sketches, models, etc. sent to us. If necessary, the buyer will indemnify us against third party claims arising from the infringement of industrial property rights. We are not obliged to review the aforementioned documents with regard to existing third-party industrial property rights.

§ 14 – Confidentiality

Unless expressly agreed otherwise in writing, the information submitted to us in connection with orders is not considered confidential.

§ 15 – Limitation of Liability

Our liability is governed exclusively by the provisions agreed in the previous sections. All further claims, in particular warranty and compensation claims, claims against us due to delay in delivery or impossibility are excluded, unless such claims are based on gross negligence or intent on our part. In the case of gross negligence for which we are responsible, however, our liability is limited to the foreseeable damage typical for the contract.

§16 – Data protection

We are authorised to process, i.e. to save, transmit, change and delete data about the buyer that have become known to us in the course of the business relationship, regardless of whether they originate from the buyer himself or from third parties, within the meaning of the Federal Data Protection Act.

§17 – Place of jurisdiction, partial invalidity

(1) If the buyer/ordering party is a merchant, legal entity under public law or a special fund under public law, Leverkusen/Cologne is the exclusive place of jurisdiction for all disputes arising from the contractual relationship. The place of performance for all obligations of the buyer/customer and on our part is Leverkusen.
(2) Should a provision in these terms and conditions or a provision within the framework of other agreements be or become ineffective, the effectiveness of all other provisions of our agreements shall not be affected.
(3) Our previous conditions of sale hereby become invalid.

Egeln, September 2021

Serwo Automotive

§ 1 – Validity of the conditions, applicable law

(1) For these terms and conditions and the entire relationship between us and our buyers/orderers, German law applies to the exclusion of UN sales law and German international private law.
(2) Our deliveries, services and offers are based exclusively on these terms and conditions. These also apply to future business relationships, even if they are not expressly agreed again. These terms and conditions are deemed to have been accepted at the latest upon receipt of the goods or services. General terms and conditions of the buyer/purchaser only apply insofar as we have expressly agreed to them in writing.
(3) Deviations from these terms and conditions are only effective if they are confirmed by us in writing; the written form agreement cannot be revoked orally.

§ 2 – Offer and conclusion of contract

require our written confirmation, or by telefax, to be legally effective. The same applies to supplements, modifications or subsidiary agreements.
(2) Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
(3) Our sales staff are not authorised to make verbal subsidiary agreements or to give verbal promises that go beyond the content of the written contract.

§ 3 – Prices

(1) The prices stated in our order confirmation plus the respective statutory sales tax are decisive. Additional deliveries or services are charged separately.
(2) The prices are in euros ex works Leverkusen-Opladen, excluding packaging. If invoices are issued in a foreign currency, the exchange rate applicable at the time of the invoice date for the place of payment Leverkusen is to be used for payment.
(3) If our production costs increase by more than 5% after the date of our order confirmation, but before our delivery or a partial delivery, we are entitled to increase the prices stated in our order confirmation in accordance with the additional costs arising from the fulfillment of the order, if the delivery takes place later than 30 days after order confirmation. In the event of an increase of more than 10% of the price stated in our order confirmation, the buyer is entitled to withdraw from the contract.

§ 4 – Delivery times

(1) Delivery dates or periods which are to be binding for us require written confirmation. Delivery times for productions according to customer requirements only start after the approved samples/proofs are available. If a binding date is determined according to the calendar, we will not be in default unless the buyer reminds us in writing of the performance, setting a deadline.
(2) We are not responsible for delays in delivery and performance due to force majeure and events that make delivery significantly more difficult or impossible for us—this includes in particular strikes, lockouts, official orders and the like, even if they occur at our suppliers or their sub-suppliers, in the event of machine and tool breakage and disruption of material delivery—even in the case of bindingly agreed deadlines and dates. We are also not responsible for exceeding deadlines or non-delivery if they are based on late delivery, non-delivery or faulty delivery by our sub-suppliers. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. The buyer cannot assert any claims for damages against us from the extension of the delivery time or the withdrawal on our part.
(3) If the hindrance lasts longer than 3 months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the part of the contract that has not yet been fulfilled. In this case, too, the buyer is not entitled to any claims for damages against us, unless we caused the reason for withdrawal at least through gross negligence.
(4) If the buyer defaults on the fulfilment of his obligations from any contract concluded with us, we are entitled to withdraw from the contract after setting a period of grace and at the same time threatening to refuse fulfilment or to demand the compensation for non-fulfilment. The compensation amounts to 10% of the order amount, whereby we reserve the right to prove higher damages. If we are in default with the fulfilment of the obligations under the contract towards the buyer, the buyer is entitled to withdraw after setting a reasonable period of grace if we caused the default intentionally or through gross negligence.
(5) We are entitled to partial deliveries and partial services at any time. If an instalment, successive or partial delivery contract has been agreed, we are only obliged to make deliveries that deviate from the agreed scope if we have confirmed a corresponding request in writing.
(6) If we give notice of readiness for dispatch within a bindingly agreed delivery period, the delivery period is deemed to have been met.

§ 5 – Transfer of Risk

The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment. If we have reported readiness for dispatch and collection by the buyer has been agreed, the risk passes to the buyer upon notification of readiness for dispatch. Shipping is at the expense and risk of the buyer. In the absence of other instructions, the means of transport and the route of transport are left to the seller. In the event of collection by the buyer, the buyer is not entitled to invoice any waiting times, unless we are in default at this point in time as a result of at least gross negligence.

§ 6 – Material and execution

(1) For films and film products, the following technical tolerances are customary and cannot be recognized as a reason for a complaint:
Medium film thickness < 15my: ·25%, >=15my: ·15%, >=25my: ·13%
Production quantity <=200kg: ·10%, >200kg: ·7%, >1000kg: ·5%, >5000kg: ·4%
Other dimensions: ·5 %(2) We reserve the right—especially in the case of manufactured goods—to deliver over or under deliveries of up to 20% of the ordered quantities, calculating the actual delivery quantity.
(3) When making products from paper and plastic, the occurrence of faulty goods is technically unavoidable. A defective proportion of up to 4% of the total quantity cannot be complained about, regardless of whether the defects are in processing or in printing.
(4) We do not guarantee migration of plasticisers, paraffinic dyes and binders and are not liable for any consequences resulting therefrom. We are also not liable for the properties of gumming, varnishing and impregnation of paper and plastics.

§ 7 – Print

(1) Proofs are delivered once without charge. They are to be checked by the buyer for typesetting and other errors and returned to us when they are ready for printing. We are not liable for errors overlooked by the customer. In the event of changes after printing approval, all expenses including the costs of the machine downtime are borne by the buyer. Typographical errors will be corrected free of charge; on the other hand, as a result of the illegibility of the manuscript, changes that we are not responsible for or changes that are necessary in deviation from the printing copy, in particular author’s corrections, will be charged according to the working hours used. Proofs in different or multi-coloured versions will be invoiced in any case.
(2) Normal colours are used for prints. Special demands on the colours are part of the order and must therefore be expressly agreed when placing the order. We reserve the right to minor colour deviations. They do not entitle the client to refuse acceptance of the goods or to reduce the price. We do not accept any liability for damage caused by oxidation when printing with bronze colours. We cannot guarantee the light resistance, lightfastness, variability, abrasion resistance and water resistance of the printing inks either.
(3) We are entitled to draw attention to our company in an appropriate manner on the products manufactured and sold by us.

§ 8 – Rights of disposal and property rights

(1) Printing documents (drafts, drawings, clichés, etc.) that were produced by us for the execution of orders remain in our possession and property until they are destroyed, even if the buyer has taken over the partial or entire costs for these production resources. We take care of the storage and maintenance free of charge. We no longer accept liability for third-party printing documents after 4 weeks after the order has been completed. Gravure cylinders are deleted 6 months after the order has been completed; We destroy all other printing documents 2 years after delivery of the goods, even if the buyer does not approve.
(2) We reserve the property and all copyrights and industrial property rights to cost estimates, drafts, drawings, models and other documents. They may only be made available to third parties with our consent. Drawings and other documents belonging to offers are to be returned to us on request, especially if the order has not been placed.

§ 9 – Retention of Title

(1) Until all claims, including all current account balance claims that we are entitled to for any legal reason against the buyer now or in the future, have been met, we are granted the following securities, which we will release upon request at the buyer’s choice, provided that their value exceeds the claims by more than 10 %. A repayment stipulation of the buyer according to §§ 366 Para. 1, 367 Para. 2 German Civil Code, as far as it is not already irrelevant according to § 10 Para. 1 of these conditions, does not prevent the continuation of our following security interests.
(2) The goods remain our property. Processing or transformation is always carried out for us as the manufacturer, but without obligation for us. If our ownership expires through combination or mixing, it is already agreed that the buyer’s (co-)ownership of the unitary item shall pass to us proportionally according to the invoice value. The buyer keeps the (co-)property for us free of charge. Goods to which we have (co-)ownership are referred to below as reserved goods.
(3) The buyer is entitled to process and sell the reserved goods in the ordinary course of business, as long as he is not in default. Pledges or collateral assignments are inadmissible. The purchaser hereby assigns to us as security the claims (including all current account balance claims) arising from the resale or any other legal reason with regard to the goods subject to retention of title to the extent to which we have claims against the purchaser in accordance with Para. 1. We revocably authorise the buyer to collect the claims assigned to us for our account in his own name. This authorisation to collect can in particular be revoked if the buyer fails to properly meet his payment obligations.
(4) If third parties access the goods subject to retention of title, the buyer will point out our ownership and notify us immediately.
(5) If the buyer acts in breach of contract—in particular default of payment—we are entitled to take back the goods subject to retention of title or, if necessary, to demand the assignment of the buyer’s claim against third parties. Taking back or seizing the reserved goods by us does not constitute a withdrawal from the contract.
(6) Rights from our retention of title apply until the full release from contingent liabilities that we have entered into in the interests of the buyer.

§ 10 – Payment

(1) Unless otherwise agreed, our invoices are payable free of postage and expenses 30 days after invoicing without any deductions. We are entitled, in spite of contrary provisions of the buyer, to initially offset payments against his older debts.
(2) Payment is only deemed to have been made when we have the amount at our disposal. In the case of payment by cheque, payment is only deemed to have been made two weeks after the check has been cashed. The risk of the payment method is borne by the buyer. Payments to our employees and representatives only release the buyer if our employees and representatives are provided with a collection authority, which the buyer must request before payment.
(3) If the due date is exceeded, we are entitled to charge default interest of 8% above the respective base rate from the relevant point in time.
(4) We reserve the right to accept our own or third-party cheques or bills of exchange in any case and are made on account of payment. If we agree to accept a bill of exchange, this consent is only valid under the condition that the bill of exchange is available to us no later than 10 days after the invoice date. After the deadline, we are no longer bound by our declaration of consent. When accepting cheques and bills of exchange, the buyer has to assume all costs and discount charges in any case.
(5) If the buyer does not meet his payment obligations in a timely manner, in particular, he does not cash a cheque, or we become aware of other circumstances which question the buyer’s creditworthiness, we are entitled to request advance payment or security, also with regard to other, as yet unfulfilled contracts, and to withhold the delivery of further goods, also with regard to other contracts, until all of our claims have been paid in full and secured.
(6) The buyer is only entitled to offset, withhold or reduce, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed.

§ 11 – Warranty

(1) The warranty is 6 months.
(2) Notices of defects are generally excluded for goods that are processed or further processed after delivery or were sold as occasional or special items or as a second choice.
(3) The buyer must notify us in writing of any defects immediately, but no later than 8 days after receipt of the delivery item; The decisive factor is the receipt of the complaint by us. This obligation is incumbent on the buyer even if the goods are delivered to third parties on his behalf. Defects that cannot be discovered within this period, even with careful inspection, must be reported to us in writing immediately upon discovery. If the buyer invokes hidden or hidden defects, he is obliged to prove that the defectiveness of the goods was not obvious, and if random checks were carried out, that no defects were found. If a formal acceptance by the buyer has been agreed with regard to the goods delivered by us, then, after this acceptance has been carried out, complaints of defects that were ascertainable upon acceptance are excluded; the burden of proof in this respect lies with the buyer.
(4) In the event of a complaint, we have the right to choose between rework and new delivery to remedy the defect. If the elimination of the defect fails after a reasonable period of time, the buyer can, at his option, request a reduction in the remuneration or cancellation of the contract to the extent to which the repair or new delivery has failed. Taking back the goods complained about does not constitute an obligation to guarantee.
(5) Liability for normal wear and tear is excluded. Claims for defects (repair or new delivery) do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
(6) Warranty claims against us are only available to our contractual partner and are not transferable.
(7) The preceding paragraphs finally contain the guarantee for the products and exclude other claims of any kind. This does not apply to claims for damages from assurances of properties, which are intended to protect the buyer against the risk of consequential damage. For such damage, however, we are only liable up to three times the invoice amount, whereby the buyer has the right to prove higher damage caused by our at least gross negligence.
(8) We are only obliged to pay compensation for defects or consequential damage caused by defects in the event of gross negligence or intent to be proven by the buyer. In the case of gross negligence for which we are responsible, however, our liability is limited to the foreseeable damage typical for the contract.

§ 12 – Design changes

We reserve the right to make technical changes to our products, in particular deviations from samples from earlier deliveries in terms of design and material, without prior notice. Such changes only entitle the buyer to complain if the contractually intended function of the products is impaired, for which the buyer is obliged to provide evidence.

§ 13 – Patents

The buyer is solely liable for the legality of the use of drawings, sketches, models, etc. sent to us. If necessary, the buyer will indemnify us against third party claims arising from the infringement of industrial property rights. We are not obliged to review the aforementioned documents with regard to existing third-party industrial property rights.

§ 14 – Confidentiality

Unless expressly agreed otherwise in writing, the information submitted to us in connection with orders is not considered confidential.

§ 15 – Limitation of Liability

Our liability is governed exclusively by the provisions agreed in the previous sections. All further claims, in particular warranty and compensation claims, claims against us due to delay in delivery or impossibility are excluded, unless such claims are based on gross negligence or intent on our part. In the case of gross negligence for which we are responsible, however, our liability is limited to the foreseeable damage typical for the contract.

§16 – Data protection

We are authorised to process, i.e. to save, transmit, change and delete data about the buyer that have become known to us in the course of the business relationship, regardless of whether they originate from the buyer himself or from third parties, within the meaning of the Federal Data Protection Act. Further information can be found in our privacy policy.

§17 – Place of jurisdiction, partial invalidity

(1) If the buyer/ordering party is a merchant, legal entity under public law or a special fund under public law, Leverkusen/Cologne is the exclusive place of jurisdiction for all disputes arising from the contractual relationship. The place of performance for all obligations of the buyer/customer and on our part is Leverkusen.
(2) Should a provision in these terms and conditions or a provision within the framework of other agreements be or become ineffective, the effectiveness of all other provisions of our agreements shall not be affected.
(3) Our previous conditions of sale hereby become invalid.

Leverkusen, September 2021