§1 Scope

(1) All deliveries, services, and offers by the Seller shall be exclusively based on these General Terms and Conditions of Delivery. They are an integral part of all contracts concluded between the Seller and its contractual partners (hereinafter also referred to as "Customer") concerning the deliveries or services offered by the Seller. These terms and conditions shall also apply to all future deliveries, services, or offers to the Customer, even if they are not expressly agreed upon again.

(2) The Customer's or any third party's terms and conditions shall not apply, even if the Seller does not explicitly object to their applicability in individual cases. The Seller's reference to a document containing or referring to the Customer's or a third party's terms and conditions does not constitute agreement to their validity.

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§2 Offer and Conclusion of Contract

(1) All offers made by the Seller are non-binding and subject to change unless they are expressly designated as binding or contain a specific acceptance period. The Seller may accept orders or contracts within 14 days of receipt.

(2) The sole authoritative document for the legal relationship between the Seller and the Customer is the purchase contract concluded between them, including these General Terms and Conditions of Delivery. This contract fully reflects all agreements made between the contracting parties concerning the contractual subject matter. Verbal promises made by the Seller before concluding this contract are legally non-binding, and verbal agreements between the contracting parties are replaced by the written contract unless explicitly stated otherwise.

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§3 Set-off / Security Deposit

(1) The Customer may only set off counterclaims or withhold payments if their counterclaims are undisputed or have been legally established.

(2) The Seller is entitled to carry out outstanding deliveries or services only against advance payment or security if, after concluding the contract, circumstances become known that substantially reduce the Customer's creditworthiness and thereby endanger the payment of the Seller's outstanding claims from the respective contractual relationship (including from other individual contracts governed by the same framework agreement).

 

§4 Delivery and Delivery Time

(1) Any deadlines and dates for deliveries and services promised by the Seller are always approximate unless a fixed deadline or date has been explicitly promised or agreed upon.

(2) Without prejudice to its rights due to the Customer's default, the Seller may demand an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period during which the Customer fails to fulfill its contractual obligations towards the Seller.

(3) The Seller is not liable for the impossibility of delivery or for delivery delays caused by force majeure or other unforeseeable events at the time of contract conclusion (e.g., weather conditions, operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, quarantines, epidemics, shortages of labor, energy, or raw materials, difficulties in obtaining necessary official approvals, government measures, or the failure of suppliers to deliver correctly or on time) for which the Seller is not responsible. If such events make delivery or performance significantly more difficult or impossible for the Seller and the hindrance is not merely temporary, the Seller shall be entitled to withdraw from the contract. In the case of temporary hindrances, the delivery or performance deadlines shall be extended, or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. If, due to the delay, the Customer cannot reasonably be expected to accept the delivery or service, they may withdraw from the contract by immediately notifying the Seller in writing.

(4) The Seller is entitled to make partial deliveries only if:

• The partial delivery is usable for the Customer within the scope of the contractual purpose;

• The delivery of the remaining ordered goods is ensured;

• The Customer does not incur significant additional expenses or costs as a result.

(5) If the Seller is in default with a delivery or service, or if a delivery or service becomes impossible for any reason, the Seller's liability for damages shall be limited in accordance with §7 of these General Terms and Conditions of Delivery.

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§5 Acceptance

The purchased item shall be deemed accepted if:

• The installation is completed, and the Seller has informed the Customer of this and requested acceptance;

• Twelve business days have passed since delivery/installation, or the Customer has started using the purchased item (e.g., has put the delivered system into operation), and six business days have passed since delivery/installation, provided the Customer has not refused acceptance for reasons other than a reported defect that makes use of the purchased item impossible or significantly impairs it.

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§6 Warranty

(1) The warranty period is two years from acceptance in the case of system installation.

(2) In the event of material defects in delivered items, the Seller shall, at its discretion, initially be obliged and entitled to remedy the defect or provide a replacement delivery within a reasonable period.

(3) The Seller does not warrant success in bird deterrence.

(4) If rectification or replacement fails, i.e., if it is impossible, unreasonable, refused, or unreasonably delayed, the Customer may withdraw from the contract or appropriately reduce the purchase price.

 

§7 Liability for Damages

(1) The Seller's liability for damages, regardless of the legal reason, particularly due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tort, is limited as provided in this §7.

(2) The Seller is not liable for simple negligence by its organs, legal representatives, employees, or other vicarious agents, unless it concerns the violation of essential contractual obligations.

(3) If the Seller is liable for damages under §7 (2), its liability is limited to damages that were foreseeable as a possible consequence of a contract breach at the time of contract conclusion or that should have been foreseeable with due diligence.

(4) In the case of liability for simple negligence, the Seller's obligation to pay compensation for material damage and resulting financial losses is limited to EUR 3 million per damage event.

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§8 Retention of Title

(1) The delivered goods remain the Seller's property until all secured claims have been paid in full.

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§9 Final Provisions

(1) The place of jurisdiction for all disputes arising from the business relationship between the Seller and the Customer shall be, at the Seller's discretion, either Lübeck or the Customer's registered office. In cases against the Seller, Lübeck shall be the exclusive place of jurisdiction.

(2) The relationship between the Seller and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

(3) If the contract or these General Terms and Conditions of Delivery contain loopholes, those legally effective regulations shall be deemed agreed upon that the contracting parties would have agreed upon according to the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery, had they been aware of the loophole.

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(Version 06/2021)