General delivery and service conditions for the Carl Stahl GmbH online shop
as of: May 2018

1. These General Terms and Conditions for the Provision of Goods and Services shall apply to all our business activities. These General Terms and Conditions for the Provision of Goods and Services shall therefore apply to any provision of goods, training courses, to work performances including but not limited to installation, repair, replacement or maintenance activities, as well as to service.

2. These General Terms and Conditions for the Provision of Goods and Services shall apply exclusively in our relationship with the Customer. They shall also apply to all future business transactions as well as to all business contacts with the Customer, such as the commencement of contract negotiations or the initiation of a contract, even if these General Terms and Conditions for the Provision of Goods and Services are not again expressly agreed to or referred to. The validity of the Customer's general order or purchase conditions is expressly contradicted. 3. If, in individual cases, contractual relationships are established with persons or companies who are not intended to become parties to the contract, the limitations of liability in these General Terms and Conditions of Delivery and Service shall also apply to them, insofar as these General Terms and Conditions of Delivery and Service were included in the establishment of the obligation towards third parties. This is above all the case if the third parties have become or already had knowledge of these General Terms and Conditions of Delivery and Performance when establishing the obligation. 4. The acceptance of the delivery of our services and deliveries by the Customer shall be deemed to be acceptance of the validity of these General Terms and Conditions for the Provision of Goods and Services.

1. Unless otherwise agreed, our offers are subject to confirmation and non-binding.
2. We are bound by an order only if it has been confirmed by us in writing by way of an order confirmation or if we begin with the performance of the order.

1. Our written offer or order confirmation shall determine the scope of our duty to provide goods and services. Any collateral agreement or amendment shall require written confirmation by us. If our offer or order confirmation is based on information provided by the Customer (data, figures, illustrations, drawings, system requirements, etc.), our offer shall only be binding if such information was correct. If it becomes apparent after contract formation that the order cannot be performed in accordance with the Customer's specifications, we shall be entitled to withdraw from the contract if and insofar as the Customer is not prepared to accept any replacement solution proposed by us and to bear any additional costs actually incurred.
2. We shall be entitled to provide partial performance in relation to all goods and services to a reasonable extent. We shall be entitled to use subcontractors to fulfil our contractual obligations.
3. Any contracts concluded with the Customer are not intended to provide or transfer goods to consumers. We are not obliged to provide updates within the meaning of § 327f Civil Code (BGB) or to inform about them.
4. As soon as we become aware of any risk of the Customer being unable to pay, we shall be entitled to limit any provision of goods and services to advance payment or the provision of security in each case. Our rights to withdraw from any individual contract already entered into shall remain unaffected if and insofar as the Customer fails to make an advance payment or provide security within a reasonable period.
5. Delivery and performance periods and dates provided are based on the best possible information, but are generally non-binding. The commencement of a delivery period and compliance with any agreed delivery deadline shall be subject to the Customer's timely and proper performance of its duties of cooperation, the provision of all documents required and the payment of any agreed advance payments.
6. If for the fulfilment of an order we concluded a cover transaction, any agreed delivery and performance deadlines are subject to our correct and timely self-supply from our suppliers/subcontractors with the deliveries and services required for our performance (cover transaction). If, for reasons for which we are not responsible, such correct and timely self-supply does not take place, we shall not be in default. In this case we are entitled to withdraw from the contract. We shall inform the Customer immediately of such impediments to performance and reimburse him without delay for any payment made in this respect.
7. In the event of force majeure or other extraordinary circumstances for which we are not responsible, including but not limited to epidemics or pandemics, industrial disputes, operational disruptions, civil unrest, official measures or other unavoidable events, we shall not be in default. In such case, we shall be entitled to also withdraw from the contract if we are already in default. In particular, we shall not be in default in the event of delays in delivery insofar as these are caused by incorrect or untimely delivery by our suppliers for which we are not responsible. In case of any hindrance of a temporary nature, the deadlines for the provision of goods and services shall be extended or shall be postponed by the period of such delay as well as a reasonable run-up period.
8. If we are contractually obliged to perform in advance, we may refuse any such performance incumbent upon us if it becomes apparent after entering the contract that our claim to consideration is endangered by the Customer's inability to pay. This shall be the case in particular if the consideration due to us is endangered by the poor the financial circumstances of the Customer or if other obstacles such as the event of force majeure or other exceptional circumstances for which we are not responsible, including but not limited to industrial disputes, operational disruptions, civil unrest, official measures or other unavoidable events such as export or import prohibitions, conflict-related events, insolvency of suppliers or the absence of any essential employees due to illness, that threaten the performance.

1. Our prices are net prices and, unless otherwise agreed in writing, are always "ex works" (EXW Incoterms 2020). In the case of services, the prices refer to the performance of the service at the agreed place of performance. When invoicing, the value added tax shall be added at its respective statutory rate.
2. If a performance period of more than four months has been agreed between the time of confirmation of the order and the time of performance, we shall be entitled to pass on to the Customer to a corresponding extent any cost increases that have occurred in the meantime for us. The same applies if a performance period of less than four months was agreed, but the performance can only be provided by us later than four months after confirmation of the order for reasons for which the Customer is responsible.
3. In the case of any work performance or services to be rendered by us, the remuneration - even in the case of a previously submitted cost estimate - shall generally be charged on the basis of time, unless a lump-sum remuneration has been agreed. Please refer to our offer or order confirmation for the time recording units and the current hourly rates.
4. Unless otherwise agreed, expenses and travel expenses shall be be invoiced separately. The reimbursement of travel and accommodation expenses by the customer shall be effected upon presentation of the receipts in copy and deduction of the input tax amounts contained therein, unless otherwise agreed in writing between the parties before the trip is carried out. Please refer to our offer or our order confirmation for the current travel and expense rates.

1. Unless otherwise agreed, all payments shall be due immediately after receipt of the delivery or after complete performance of our service, strictly net and free of any deductions. If we provide our goods or services in definable partial sections, we shall be entitled to make a corresponding part of the remuneration due for each partial section.
2. Unless otherwise agreed, the Customer shall not be entitled to make deductions.
3. If the customer is based outside Germany and according to the contractual agreement with the customer no delivery against prepayment is provided , we are entitled, even without special agreement, to withdraw our service from the provision of a documentary letter of credit by a bank or savings bank licensed in the European Union in accordance with the currently applicable uniform guidelines and customs for Documentary Credits (ERA 500)/Uniform Customs and Practice for Documentary Credits (UCP 500) of the International Chamber of Commerce (ICC) in the amount of the gross performance price. If we do not demand the provision of such a documentary letter of credit and if nothing to the contrary has been contractually agreed, our claim shall become due upon receipt of the delivery or the complete performance of our service. If we render our deliveries or ser- vices in delimitable sections, we shall in any case be entitled to make a corresponding part of the remuneration due for each section and, if necessary, to demand the provision of a documentary letter of credit for each section.
4. If the Customer is in default of payment, it shall compensate us for any damage caused by default, including interest at a rate of 9 percentage points above the base interest rate. If the Customer is in arrears with the payment of a due amount or partial amount for more than 14 days, if the Customer violates the obligations resulting from a retention of title or if the consideration due to us is endangered due to poor financial circumstances of the Customer, the entire outstanding balance of any and all claims shall become due for payment immediately.
5. Payment by bill of exchange or acceptance shall be permitted only after an express agreement on such and only on account of payment. Any additional costs incurred as a result shall be borne by the Customer.
6. If we have agreed on instalment payments, the following shall apply: if the customer is more than two weeks in arrears with an instalment in whole or in part, the entire outstanding balance shall become due for immediate payment.
7. Only those claims which are undisputed or confirmed by way of a final legal judgment may be set off against any amount we may claim under our right to remuneration. The same applies to the exercise of any right of retention. The Customer shall be entitled to exercise any right of retention only insofar as it is based on the same contractual relationship.
8. Any assignment of claims against us by the Customer shall require our prior approval, which we shall only refuse for good cause.

1. We reserve title to all the goods delivered by us until such time as payment is rendered in full in relation to all our current and future claims arising from the agreed contract and other ongoing business transactions (secured claims).
2. Goods subject to a retention of title shall not be pledged to any third party or assigned as security until all secured claims have been paid in full. The Customer must inform us without undue delay in text or written form if and to the extent that any third party accesses goods belonging to us.
3. In the event of the Customer acting in breach of contract, including but not limited to in case of any non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or demand the return of the goods on the basis of our retention of title. Any demand for the return of goods shall not in itself constitute a declaration of withdrawal from the contract; we are entitled to demand a return of goods and to continue to reserve our right to withdraw from the contract. If the Customer fails to pay the purchase price due, we may exercise these rights only if we have set a further reasonable deadline by which payment must be made or, if such an additional deadline is not required by law.
4. The Customer shall be entitled to resell and/or process the goods in the ordinary course of business subject to our retention of title. In such case the following provisions shall also apply:
4.1. Any retention of title shall cover the full value of the goods resulting from the processing, mixing or combining of our goods, whereby we shall be deemed the manufacturer. If in any processing, mixing or connection with other goods, a third party retains its retention of title, we shall then acquire a co-ownership in proportion to the invoice value of the processed, mixed or combined goods. In addition, in relation to such resulting goods the same shall apply as in relation to goods supplied under retention of title.
4.2. The Customer hereby assigns to us by way of security any claims against third parties arising from the resale of the goods or the item, in whole or to the amount of our possible co-ownership share in accordance with the above provision. We hereby accept this assignment. The obligations of the Customer as set out in A. § 6 no. 2. above shall also apply with regard to the assigned claims.
4.3. As well as ourselves, the Customer shall remain authorised to collect the claim. We undertake not to collect a claim provided that the Customer meets its payment obligations towards us, is not in default in relation to any payment, no application has been made for the commencement of insolvency proceedings and there is no other defect in terms of the Customer’s ability to pay. In the event of any of the above, we may require the Customer to disclose to us any assigned claim and the details of the respective debtor, as well as all other details necessary for the collection and that the Customer provides all related documentation and notifies the debtor (third party) of the respective assignment.
4.4. If the realisable value of any security exceeds our claim by more than 10%, we shall, at the request of the Customer, release security at our discretion.
5. The Customer must treat the reserved goods with care. At our request, the Customer must adequately insure the reserved goods at replacement value against fire, water damage and theft at its own expense. Insofar as any maintenance or inspection work becomes necessary, the Customer shall carry out such at its own expense and in good time.
6. If the effectiveness of this retention of title depends upon its due registration, e.g. in one or more public registers in the Customer's country, we shall be entitled and authorised by the Customer to bring about this registration at the Customer's expense. The Customer shall be obliged to provide at no charge all the support necessary for such registration.

1. The Customer shall support us and our employees to a reasonable, customary extent. If we are required to provide project-related work performance or services through our employees being in the Customer's company, the provision of work rooms and workplaces with PCs and telephones, the costs of which are to be borne by the Customer, may also be involved as part of such support required at our request. 2. The Customer must provide us with all materials, information and data we require to provide our performance. Data and data carriers must be technically defect-free. Insofar as special statutory or operational safety regulations apply at the Customer's premises, the Customer must inform us of such before the time of our performance. 3. The Customer shall not be entitled to instruct our employees, unless instructions are necessary in connection with safety requirements or operating regulations in the Customer's business.
4. If applicable, the Customer must upon conclusion of the contract immediately provide us with its valid VAT identification number issued to him by its member state of the European Union. The Customer must also inform us immediately about any changes to its VAT identification number. The Customer shall be obliged to compensate us for any damage due to a missing, incorrect or incomplete notification of its VAT identification number, including but not limited due to a resulting loss of tax exemption for intra-Community deliveries in accordance with §§ 4 no. 1 lit b), 6a UstG. This shall not apply if the Customer is not responsible for its breach of duty.

1. The Customer undertakes, during the term of the contract, to keep secret all information which becomes accessible to him in connection with the contract and which is designated as confidential or which is recognisable as being a business or trade secret due to other circumstances (“Confidential Information”), and further undertakes not to record or pass on any such Confidential Information to any to third party or exploit such information in any way, unless this is expressly approved in writing beforehand or required to achieve the purpose of the contract. This confidentiality obligation shall remain in force for a further five years after the complete performance or ending of the related order.
2. The Customer ́s obligations under Clause 1 shall also apply to business secrets within the meaning of § 2 Clause 1 of the German Business Secrets Act (GeschGehG).
3. The Customer undertakes to protect business secrets within the meaning of § 2 No. 1 GeschGehG the same way as other Confidential Information from being obtained by third parties by means of confidentiality measures that are appropriate under the circumstances. The secrecy measures shall at least correspond to the level of care customary in the trade as well as the level of protection that the Customer applies to its own trade secrets of the same category.
4. The above shall not apply to any information which, - was already known to the Customer before the start of the contract negotiations or which are communicated by third parties as non-confidential, provided that these do not violate confidentiality obligations on their part, - to the Customer has developed independently, - is or becomes publicly known through no fault or action of the Customer , or - which must be disclosed due to legal obligations or official or court orders. In the last situation the Customer shall notify us without undue delay before any disclosure. If the Customer claims one of the above exceptions to be applicable, the Customer shall bear the burden of proof in this respect. Further obligations in relation to confidentiality existing at law shall remain unaffected hereby.
5. The Customer shall not be entitled to obtain trade secrets or other Confidential Information by observing, examining, dismantling or testing an item or object within the meaning of Section 3 (1) GeschGehG ("Reverse Engineering"), unless the item or object has been made publicly available.

1. The place of performance shall be our place of business in Süßen.
2. The exclusive place of jurisdiction for all disputes arising between the parties from the contractual relationship shall be the district court of Ulm, insofar as the Customer is a merchant, a legal entity under public law or a special fund under public law or the Customer does not have a general place of jurisdiction in the Federal Republic of Germany or relocates its place of jurisdiction abroad. Notwithstanding the above, we shall be entitled to commence legal proceedings in relation to the assertion of any claim against the Customer at its general place of jurisdiction.
3. The Customer is aware that data from business transactions, including personal data, will be stored and processed within the scope of commercial necessity and transferred to third parties. The Customer agrees to such data collection and processing.
4. If any provision of these General Terms and Conditions of Delivery and Payment or any provision within the framework of other agreements is or becomes invalid, this shall not affect the effectiveness of any other provisions or agreements.
5. The Customer shall only be entitled to set-off only such counterclaims that are undisputed by us or have been established as legally binding by a final court decision.
6. German law shall apply to the contractual and other legal relationships with our Customer to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
7. Based on the applicable German law the following specific legal terms and phrases within these General Terms and Conditions for the Provision of Goods and Services shall be interpreted as follows: - assurance (Zusicherung) - cardinal obligations (Kardinalpflichten) - completion (Fertigstellung) - damages (Schadensersatz) - executives (leitende Angestellte) - for good cause (aus wichtigem Grund) - fraudulent concealment (arglistiges Verschweigen) - goods; singular: item (Produkt(e), Ware(n)) - handover (Übergabe) - input tax amounts (Vorsteuerbeträge) - intentional or grossly negligent breach of duty (vorsätzliche oder grob fahrlässige Pflichtverletzung) - nature of the work (Beschaffenheit des Werkes) - non-fungible goods (unvertretbare Sachen) - rectification (Nachbesserung) - reduction in price (Preisminderung) - replacement delivery (Nachlieferung) - slight negligence (einfache Fahrlässigkeit) - subsequent performance (Nacherfüllung) - quality agreement (Beschaffenheitsvereinbarung) - text form (Textform) - vicarious agents (Erfüllungsgehilfen) - withdraw (zurücktreten) - withdraw from the contract (Rücktritt) - work (Werk) - work performance (Werkleistungen) - work performance contract (Werklieferungsvertrag) - written form (Schriftform)

The following Special Conditions for Work Performance shall apply in addition to the General Terms and Conditions under Item A. to all contracts with the Customer for the provision of work performance.

The subject matter of the contract is the provision of work performance.

1. If agreed with the Customer, both, we and the Customer, are obliged to appoint a project manager prior to the commencement of the work. The measures required for the realisation of the work shall be coordinated between the project managers. However, the responsibility for the realisation of the work stays with us. The respective project managers shall be named to the respective contractual partner in text or written form within a reasonable period of time after conclusion of the contract.

2. The project managers shall meet regularly, at periods agreed for each individual project, in order to prepare, make and record pending decisions.

1. The project managers may agree on changes by mutual agreement. The agreements should be recorded and signed by both project managers. Unless our remuneration or other contractual provisions, in particular schedules with regard to the agreed changes, are not agreed otherwise the changes must be made within the framework of the contractual provisions agreed at that time.

2. If the parties do not agree on amendments requested by either party, the following shall apply: The customer is entitled to request changes from us until acceptance. Requests for changes must be made to us in text form or in writing. We then will review the change request. We will accept changes requested by the customer, as long as they are, within the scope of operational efficiency, not unreasonable for us. We will inform the customer within 14 days after receipt of the change request in text or written form whether

• the request for amendment is accepted and carried out in accordance with the previous provisions of the contract.
• the request for change influences contractual regulations, e.g. price, execution deadlines, etc.: In this case we inform the customer under which conditions the change can be carried out. The change is only to be carried out if the customer accepts the change to the conditions communicated by us within 14 days after receipt of the notification to us.
• the examination of the change request for feasibility is extensive: In this case, we can make the examination of the change dependent on the customer reimbursing the examination effort. In such a case, we are obliged to inform the customer about the time and costs for the examination in text or written form. The audit assignment shall only be deemed to have been issued if the customer instructs us to carry out the audit in writing or in writing.
• the request for change is rejected.

If we do not respond to the request for change within 14 days of receipt, the request for change shall be deemed rejected.

3. We observe the recognised test methods and the applicable statutory regulations in the performance of our services. If legal or other regulations change after conclusion of the contract, new regulations are introduced or result for us, for example from subsequently submitted, changed or new manufacturer documentation, factory standards or risk assessments, new or changed requirements that affect the contractual performance, and if the customer has informed us of this in good time, we will take these requirements into account if possible. Remuneration agreed in service contracts or orders for services shall be adjusted at our reasonable discretion (§ 315 BGB). In particular, we took into account expenses for changes in requirements for testing, personnel and/or new or used tools.

The work shall be handed over upon completion. If such a handover is not possible due to the nature of the work, shall be notified. After completion and handover or - if a handing over of the nature of the work is not possible - after notification of completion , the work shall be accepted by the Customer. The Customer shall accept the completed work within the agreed period, otherwise within a reasonable period, but at the latest within a period of two weeks after handover or - if a handing over is not possible because of the nature of the work - after completion. The period begins with the notification by us to the Customer that the work has been completed. The work shall be deemed accepted upon expiry of the agreed period for acceptance if the Customer neither declares acceptance in text or written form nor tells us in text or written form which defects still need to be remedied. We will point out this legal consequence to the Customer when notifying him of the completion of the work.

1. The limitation period for claims due to defects in our work performance shall be one year from the statutory commencement of the limitation period. After the expiry of this year, we may refuse to undertake any subsequent performance without the Customer being entitled to claim a reduction in price, withdraw from the contract or claim damages as a result. This reduction of the statutory limitation period shall not apply to claims for damages other than those based on refused subsequent performance and shall generally not apply to claims based on a fraudulent concealment of any defect.

2. Any claim of the Customer for subsequent performance due to defects in our work performance shall be allowed to the extent permitted by law subject to the following provisions:

2.1. The Customer shall provide us with reasonable opportunity and time for any subsequent performance and in particular shall provide us with the work claimed to be defective for testing purposes.

2.2. If the delivered work is defective, we may initially choose whether we provide subsequent performance by remedying the defect (rectification) or by supplying a defect-free item (replacement delivery). The right to refuse the chosen type of subsequent performance under the conditions set down by statutory law shall not be affected hereby.

2.3. We may undertake any such subsequent performance dependent on the Customer having paid the purchase price due for payment. The Customer may, however, withhold payment of a reasonable part of the purchase price in proportion to the defect.

2.4. We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, provided that the alleged defect actually exists.

2.4.1. The Customer shall bear any costs of subsequent performance arising from the fact that the work has been taken to a place other than the Customer's place of business after delivery.

2.4.2. In the event that any claim for rectification of a defect by the Customer proves to be unjustified, we shall be entitled to claim reimbursement from the Customer for any resulting costs.

3. The Customer may claim damages only as follows:

3.1. For damages based on

an intentional or grossly negligent breach of duty on our part, or

an intentional or grossly negligent breach of duty by one of our legal representatives, executives or vicarious agents

which are not essential contractual obligations (cardinal obligations) and are not main or ancillary obligations in connection with defects of our goods or services.

3.2. For damages which are based on the intentional or negligent breach of essential contractual obligations (cardinal obligations) on our part, on the part of one of our legal representatives, executive employees or vicarious agents. Essential contractual obligations (cardinal obligations) within the meaning of the above subsections 3.1 and 3.2 are obligations the fulfilment of which is essential for the proper execution of the contract and on the observance of which the Customer regularly relies.

3.3. Furthermore, we shall be liable for damages due to negligent or intentional breach of duties in connection with defects or work performance (subsequent performance or ancillary duties), and

3.4. for damages which fall within the scope of protection of a guarantee (assurance) expressly given by us or a guarantee of quality or durability.

4. In the event of a breach of an essential contractual obligation involving slight negligence, liability shall be limited in amount to the damage typically to be expected and foreseeable for us at the time of conclusion of the contract if due care is taken.

5. Any claim for damages on the part of the Customer in case of a breach of an essential contractual obligation involving slight negligence shall expire one year from the limitation period starting to run under the of the statute of limitations. Excluded from this shall be any damage or injury in relation to life, personal injury or injury to health.

6. Any rights to claim for damages against us arising from mandatory liability at law, for example under the Product Liability Act, as well as in relation to injury to life, body or health shall remain unaffected by the above provisions and shall continue to exist to the statutory extent required within the statutory periods.