1. ¹The legal relationships between the Supplier and the Purchaser in connection with the deliveries and/or services of the Supplier (hereinafter referred to as "Deliveries") shall be governed exclusively by these GL. ²The Purchaser's General Terms and Conditions shall only apply to the extent that the Supplier has expressly agreed to them in writing. ³The scope of the deliveries shall be determined by the written declarations made by both parties.
2. ¹The Supplier reserves his property and copyright rights of use and exploitation of cost estimates, drawings and other documents (hereinafter referred to as "documents") without restriction. ²The documents may only be made available to third parties with the prior consent of the supplier and, if the order is not placed with the supplier, they must be returned to the supplier immediately upon request. ³Sentences ¹ and ² shall apply mutatis mutandis to documents of the purchaser; however, these may be made available to third parties to whom the supplier has lawfully transferred supplies.
3. ¹The customer has the non-exclusive right to use standard software and firmware with the agreed performance characteristics in unchanged form on the agreed devices. ²The customer may create a backup copy of the standard software without an express agreement.
4. Partial deliveries are permissible insofar as they are reasonable for the customer.
5. The term "claims for damages" in these GL also includes claims for reimbursement of futile expenses.

1. The prices are ex works excluding packaging plus the applicable statutory sales tax.
2. If the supplier has taken over the installation or installation and unless otherwise agreed, the customer shall bear all necessary ancillary costs such as travel and transport costs as well as triggers in addition to the agreed remuneration.
3. Payments are to be made free of charge to the paying agent of the supplier.
4. The customer can only offset claims that are undisputed or legally established.

1. The items of the deliveries (goods subject to retention of title), for which the purchase price claim becomes due immediately or for which a payment period of up to and including 30 days after delivery, delivery with installation/assembly or receipt of invoice has been agreed with regard to the due date of the purchase price claim, shall remain the property of the supplier until full payment has been made.
2. ¹In all other cases, the items of the deliveries (reserved goods) remain the property of the supplier until all claims to which he is entitled against the customer from the business relationship have been satisfied. ²Insofar as the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20%, the Supplier shall, at the request of the Purchaser, release a corresponding part of the security rights; the supplier has the choice between different security rights when releasing the claim.
3. During the existence of the retention of title, the customer is prohibited from pledging or transferring title by way of security and the resale is only permitted to resellers in the ordinary course of business and only on the condition that the reseller receives payment from his customer or makes the reservation that ownership will not pass to the customer until the customer has fulfilled his payment obligations.
4. ¹If the Purchaser resells goods subject to retention of title, he shall already assign his future claims from the resale against his customers with all ancillary rights – including any balance claims – to the Supplier by way of security, without the need for further special declarations. ²If the goods subject to retention of title are resold together with other items without an individual price having been agreed for the goods subject to retention of title, the Purchaser shall assign to the Supplier that part of the total price claim which corresponds to the price of the goods subject to retention of title invoiced by the Supplier.
5. a) ¹The customer is permitted to process the goods subject to retention of title or to mix or combine them with other objects. ²The processing is carried out for the supplier. ³The purchaser shall store the resulting new item for the supplier with the care of a prudent businessman. ⁴The new item shall be deemed to be subject to retention of title. 5. b) ¹The Supplier and the Purchaser already agree that in the event of combination or mixing with other items not belonging to the Supplier, the Supplier shall in any case be entitled to co-ownership of the new item in the amount of the proportion resulting from the ratio of the value of the combined or mixed goods subject to retention of title to the value of the remaining goods at the time of the combination or mixing. ²In this respect, the new item is considered to be reserved goods. 5 c) ¹The provision on the assignment of claims pursuant to no. 4 also applies to the new item. ²However, the assignment shall only be valid up to the amount corresponding to the value invoiced by the supplier of the processed, combined or mixed goods subject to retention of title. 5 d) If the Purchaser combines the goods subject to retention of title with land or movable property, the Purchaser shall also assign to the Supplier by way of security his claim, which he is entitled to as remuneration for the connection, together with all ancillary rights in the amount of the ratio of the value of the goods subject to retention of title to the other related goods at the time of the connection, without the need for further special explanations.
6. ¹Until revoked, the customer is entitled to collect assigned claims from the resale. ²In the event of good cause, in particular in the event of default of payment, suspension of payment, opening of insolvency proceedings, protest against bills of exchange or reasonable indications of over-indebtedness or imminent insolvency of the Purchaser, the Supplier shall be entitled to revoke the Purchaser's authorisation to collect. ³In addition, the Supplier may, after prior notice and within a reasonable period of time, disclose the assignment of security, realise the assigned claims and demand the disclosure of the assignment of security by the Purchaser to the Customer.
7. ¹In the event of seizures, seizures or other dispositions or interventions by third parties, the Purchaser shall notify the Supplier immediately. ²If a legitimate interest is substantiated, the customer must immediately provide the supplier with the information necessary to assert its rights against the customer and hand over the necessary documents.

 ³In the event of breaches of duty by the Purchaser, in particular in the event of default of payment, the Supplier shall be entitled to withdraw from the contract in addition to the withdrawal after the unsuccessful expiry of a reasonable period of time set for the Purchaser to perform; the statutory provisions on the dispensability of setting a time limit remain unaffected. ²The purchaser is obliged to surrender the goods. ³The withdrawal or assertion of the retention of title or the seizure of the reserved goods by the supplier does not constitute a withdrawal from the contract, unless the supplier has expressly declared this.

• ¹In the event of breaches of duty by the Purchaser, in particular in the event of default of payment, the Supplier shall be entitled to withdraw from the contract in addition to the withdrawal after the unsuccessful expiry of a reasonable period of time set for the Purchaser; the statutory provisions on the dispensability of setting a time limit remain unaffected. ²The purchaser is obliged to surrender the goods. ³The withdrawal or assertion of the retention of title or the seizure of the reserved goods by the supplier does not constitute a withdrawal from the contract, unless the supplier has expressly declared this.

1. ¹Compliance with deadlines for deliveries requires the timely receipt of all documents, necessary approvals and approvals, in particular plans, to be delivered by the Purchaser, as well as compliance with the agreed terms of payment and other obligations by the Purchaser. ²If these conditions are not met in time, the time limits shall be extended appropriately; this shall not apply if the supplier is responsible for the delay.
2. If the failure to comply with the deadlines is due to 2 a) force majeure, e.g. mobilisation, war, acts of terrorism, riots, or similar events (e.g. strike, lockout), 2 b) virus and other attacks by third parties on the supplier's IT system, insofar as these were carried out despite compliance with the usual care for protective measures, 2 c) Obstacles due to German, US and other applicable national, EU or international regulations of foreign trade law or due to other circumstances for which the supplier is not responsible, or 2 d) failure to deliver to the supplier on time or properly, the deadlines shall be extended accordingly.
3. If the Supplier is in default, the Purchaser may – provided it can credibly demonstrate that it has suffered damage as a result – demand compensation for each completed week of delay of 0.5% in each case, but in total no more than 5% of the price for the part of the deliveries that could not be used for its intended purpose due to the delay.
4. ¹Claims for damages by the Purchaser due to delay in delivery as well as claims for damages in lieu of performance that exceed the limits specified in No. 3 are excluded in all cases of delayed delivery, even after the expiry of any deadline set for delivery by the Supplier. ²This does not apply to the extent that liability is incurred in cases of intent, gross negligence or due to injury to life, limb or health. ³The Purchaser may withdraw from the contract within the scope of the statutory provisions only to the extent that the delay in delivery is attributable to the Supplier. ⁴A change in the burden of proof to the detriment of the customer is not associated with the above provisions.
5. The Purchaser shall be obliged, at the request of the Supplier, to declare within a reasonable period of time whether he withdraws from the contract due to the delay in delivery or insists on delivery.
6. ¹If, at the request of the Purchaser, dispatch or delivery is delayed by more than one month after notification of readiness for dispatch, the Purchaser may be charged a storage fee of 0.5% of the price of the items of the deliveries, but not more than 5% in total, for each additional month or part thereof. ²The parties are free to provide evidence of higher or lower storage costs.

1. The risk shall also pass to the Purchaser in the case of carriage-free delivery as follows: 1 a) in the case of delivery without installation or assembly, if it has been dispatched or collected; at the request and expense of the Purchaser, the delivery shall be insured by the Supplier against the usual transport risks; 1 b) in the case of delivery with installation or assembly on the day of takeover into the company's own company or, if agreed, after successful trial operation.
2. If the dispatch, delivery, commencement, execution of the installation or assembly, takeover into the customer's own operation or trial operation is delayed for reasons for which the customer is responsible, or if the customer is in default of acceptance for other reasons, the risk shall pass to the customer.

Unless otherwise agreed in writing, the following provisions apply to installation and installation:

1. The Purchaser shall assume at his own expense and provide in good time: 1 a) all earthwork, construction work and other ancillary work outside the industry, including the necessary skilled and auxiliary staff, building materials and tools; 1 b) the commodities and materials required for assembly and commissioning, such as scaffolding, hoists and other devices, fuels and lubricants; 1 c) energy and water at the point of use, including connections, heating and lighting; 1 d) at the assembly site, sufficiently large, suitable, dry and lockable rooms for the storage of machine parts, equipment, materials, tools, etc., and work and recreation rooms suitable for the assembly personnel, including sanitary facilities appropriate to the circumstances; in all other respects, the Purchaser shall take such measures as he would take to protect his own property in order to protect the property of the Supplier and the installation personnel on the construction site; 1 e) Protective clothing and protective devices required by the special circumstances of the installation site.
2. Prior to the commencement of the installation work, the Purchaser shall provide the necessary information on the location of concealed electricity, gas, water pipes or similar installations as well as the necessary static information without being asked.
3. ¹Before the start of the erection or assembly, the provisions and objects required for the commencement of the work must be located at the installation or assembly site and all preparatory work must be sufficiently advanced before the start of the installation so that the erection or assembly can be started as agreed and carried out without interruption. ²Routes and the installation or assembly area must be levelled and cleared.
4. If the installation, installation or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear the costs for waiting time and additional necessary travel by the Supplier or the installation personnel to a reasonable extent.
5. The Purchaser shall immediately certify to the Supplier on a weekly basis the duration of the working hours of the assembly personnel and the completion of the installation, assembly or commissioning.
6. ¹If the supplier demands acceptance of the delivery after completion, the customer must do so within two weeks. ²It shall be equivalent to acceptance if the customer allows the two-week period to elapse or if the delivery has been put into use – possibly after completion of an agreed test phase.

The Purchaser may not refuse to accept deliveries on the grounds of insignificant defects.

The Supplier shall be liable for material defects as follows:

1. ¹The deliveries are free of material defects if they meet the subjective requirements, the objective requirements and the assembly requirements of § 434 BGB at the time of transfer of risk. ²In the case of a quality agreement between the parties, the question of whether the deliveries meet the objective requirements is based exclusively on this quality agreement. ³Sentence 2 shall not apply to the extent that the last contract in the supply chain is a sale of consumer goods.
2. All those parts or services shall be repaired, redelivered or re-provided free of charge at the supplier's discretion which have a material defect, provided that the cause of this defect already existed at the time of the transfer of risk.
3. ¹Claims for subsequent performance shall become statute-barred after 12 months from the statutory start of the limitation period; The same applies to withdrawal and reduction. ²This period does not apply to the extent that the law prescribes longer deadlines in accordance with §§ 438 (1) no. 2 (buildings and objects for buildings) and 634a (1) no. 2 (construction defects) of the German Civil Code (BGB), in the case of intent, fraudulent concealment of the defect, as well as in the event of non-compliance with a quality guarantee. ³Claims for reimbursement of expenses by the Purchaser pursuant to Section 445a of the German Civil Code (recourse of the Seller) shall also become statute-barred after 12 months from the statutory start of the limitation period, provided that the last contract in the supply chain is not a sale of consumer goods.
4. ¹The statutory provisions on the suspension of expiry, suspension and new start of the time limits shall remain unaffected. ²In any case, the suspension of expiry pursuant to Section 445b (2) of the German Civil Code (BGB) ends no later than five years after the date on which the supplier delivered the goods to the seller. ³This shall not apply to the extent that the last contract in the supply chain is a sale of consumer goods or in the cases listed in accordance with No. 3 sentence 2.
5. Notices of defects by the customer must be made immediately in writing.
6. ¹In the event of claims for defects, payments by the customer may be withheld to an extent that is proportionate to the material defects that have occurred. ²The purchaser shall not have a right of retention if his claims for defects are time-barred. ³If the notice of defects was wrongly made, the supplier is entitled to demand reimbursement of the expenses incurred by him from the customer.
7. The supplier must be given the opportunity for subsequent performance within a reasonable period of time.
8. If the subsequent performance fails, the customer may withdraw from the contract or reduce the remuneration – without prejudice to any claims for damages in accordance with No. 12.
9. ¹In particular, claims for defects do not exist in the case of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear or damage that occurs after the transfer of risk as a result of faulty or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable building ground or that is due to special external influences that are not required by the contract. as well as in the case of non-reproducible software errors. ²If improper modifications, installation/removal or repair work are carried out by the customer or by third parties, there are also no claims for defects for these and the resulting consequences.
10. ¹Claims by the Purchaser on account of the expenses necessary for the purpose of subsequent performance shall be excluded to the extent that the expenses increase because the object of the delivery has subsequently been moved to a place other than the Purchaser's establishment, unless the shipment corresponds to its intended use. ²This shall apply mutatis mutandis to claims for reimbursement of expenses by the purchaser pursuant to Section 445a of the German Civil Code (BGB) (recourse of the seller), provided that the last contract in the supply chain is not a purchase of consumer goods.
11. The Purchaser's claims for recourse against the Supplier pursuant to Section 445a of the German Civil Code (BGB) (recourse of the Seller) shall only exist to the extent that the Purchaser has not entered into any agreements with its Purchaser that go beyond the statutory claims for defects.
12. ¹Claims for damages by the customer due to a material defect are excluded.

²This shall not apply in the event of fraudulent concealment of the defect, non-compliance with a guarantee of quality, injury to life, limb or health, and an intentional or grossly negligent breach of duty by the supplier. ³A change in the burden of proof to the detriment of the customer is not associated with the above provisions. ⁴More extensive or other than in this way. VIII due to a material defect shall be excluded.

1. ¹Unless otherwise agreed, the supplier is obliged to make the delivery only in the country of delivery without infringing the industrial property rights and copyrights of third parties (hereinafter: property rights). ²If a third party asserts justified claims against the Purchaser due to the infringement of intellectual property rights by deliveries made by the Supplier and used in accordance with the contract, the Supplier shall be liable to the Purchaser within the period specified in Art. VIII No. 3 and in accordance with No. 4 as follows: 1 a) ¹The Supplier shall, at its discretion, obtain at its own expense for the relevant deliveries either a right of use, modify them in such a way that the intellectual property right is not infringed, or replace them. ²If this is not possible for the Supplier on reasonable terms, the Purchaser shall be entitled to the statutory rights of withdrawal or reduction. 1 b) The Supplier's obligation to pay damages is governed by Art. XII. 1 c) ¹The above-mentioned obligations of the Supplier shall only exist to the extent that the Purchaser immediately notifies the Supplier in writing of the claims asserted by the third party, does not acknowledge a breach and reserves the right to take all defensive measures and negotiate a settlement. ²If the Purchaser discontinues the use of the delivery for damage mitigation or other important reasons, the Purchaser shall be obliged to inform the third party that the cessation of use does not imply an acknowledgment of an infringement of an intellectual property right.
2. Claims of the customer are excluded insofar as he is responsible for the infringement of intellectual property rights.
3. Claims of the Purchaser shall also be excluded insofar as the infringement of intellectual property rights is caused by special specifications of the Purchaser, by an application not foreseeable by the Supplier or by the fact that the delivery is modified by the Purchaser or used together with products not supplied by the Supplier.
4. In the event of infringements of intellectual property rights, the provisions of Art. VIII Nos. 6, 7, 10 and 11 shall apply mutatis mutandis to the claims of the Purchaser governed by No. 1a).
5. In the event of other defects of title, the provisions of Article VIII shall apply mutatis mutandis.
6. Any further claims or claims of the Purchaser against the Supplier and its vicarious agents on the basis of a defect of title other than those regulated in this Art. IX shall be excluded.

1. The performance of the contract is subject to the proviso that there are no obstacles due to German, US and other applicable national, EU or international regulations of foreign trade law, as well as no embargoes or other sanctions.
2. The customer is obliged to provide all information and documents required for export, transfer or import.

1. ¹If delivery is impossible, the customer is entitled to claim damages, unless the supplier is not responsible for the impossibility. ²However, the Purchaser's claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be used for its intended purpose due to the impossibility. ³This limitation does not apply to the extent that liability is incurred in cases of intent, gross negligence or due to injury to life, limb or health; this does not involve a change in the burden of proof to the detriment of the customer. ⁴The customer's right to withdraw from the contract remains unaffected.
2. ¹If events within the meaning of Art. IV No. 2 a) to c) significantly change the economic significance or content of the delivery or have a significant impact on the Supplier's operations, the contract will be adjusted appropriately in good faith. ²If this is not economically justifiable, the supplier has the right to withdraw from the contract. ³The same applies if the necessary export licences are not issued or cannot be used. If he wishes to make use of this right of withdrawal, he must inform the customer of this immediately after becoming aware of the significance of the event, even if an extension of the delivery time was initially agreed with the customer.

1. Unless otherwise provided for in these GL, claims for damages by the Purchaser, regardless of the legal grounds, in particular due to breach of obligations arising from the contractual relationship and from tort, are excluded.
2. ¹This does not apply to the following liability: 2 a) under the Product Liability Act, 2 b) in the event of intent, 2 c) in the event of gross negligence on the part of owners, legal representatives or executives, 2 d) in the event of malice, 2 e) in the event of non-compliance with a guarantee assumed, 2 f) due to culpable injury to life, limb or health, or 2 g)  ²However, the claim for damages for the breach of material contractual obligations is limited to the foreseeable damage typical of the contract, unless another of the aforementioned cases applies.
3. A change in the burden of proof to the detriment of the customer is not associated with the above provisions.

1. ¹If the customer is a merchant, the sole place of jurisdiction is the registered office of the supplier in all disputes arising directly or indirectly from the contractual relationship. ²However, the supplier is also entitled to sue at the customer's registered office.
2. This contract, including its interpretation, shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

¹The contract remains binding in its remaining parts even if individual provisions are legally invalid. ²This does not apply if adherence to the contract would constitute an unreasonable hardship for one party.