I. Validity

1. The following contractual provisions (GTC) shall apply to all contracts for the sale of goods between Gottlieb Nestle GmbH (hereinafter: Supplier) and the Customer.

2. These General Terms and Conditions shall apply exclusively to all deliveries and services. The Customer's general terms and conditions shall not apply even if the Supplier does not expressly object to them again.

3. The terms and conditions shall also apply to all future business relationships, even if they are not expressly agreed again.

II Offer and conclusion of contract

1. The Supplier's offers shall be subject to change.

2. All agreements made between the Supplier and the Customer for the purpose of executing this contract shall be recorded in writing. Declarations of acceptance and orders shall require the Supplier's written order confirmation to be legally effective. The Supplier's sales employees shall not be authorized to make verbal collateral agreements or to give verbal assurances that go beyond the content of the written contract.

3. The Supplier reserves the unrestricted property and copyright exploitation rights to drawings and other documents; they may not be made accessible to third parties.

4. The Customer shall not be permitted to copy or imitate software and/or other programs.

5. The source code of the programs shall not be made available to the Customer.

6. The Supplier may take technical measures to protect software and/or other programs.

7. All information in the Supplier's sales documents (in particular software and/or other programs, price lists, catalogs, brochures, technical documents and digital media) is provided to the best of its knowledge and belief, but is subject to change and non-binding. We reserve the right to make changes.

III Prices and payment

1. Prices are ex works excluding packaging. The statutory value added tax at the applicable rate shall be added to the prices.

2. Unless otherwise stated, the Supplier shall be bound by the prices contained in its offers for 30 days from their date.

3. Within the Federal Republic of Germany, we deliver from € 1000.00 net invoice amount carriage paid to the receiving station, including packaging. For deliveries outside the Federal Republic of Germany, we deliver ex works plus shipping and packaging costs.

4. Unless otherwise agreed, payments must be made within 30 days of the invoice date. If payment is made within 10 days of the invoice date, we shall grant a 2% discount.

5. The Customer may only offset claims that are undisputed or have been legally established.

6. If payment is not made on time, the Supplier shall be entitled to charge interest on arrears. Further claims shall remain reserved.

IV. Delivery period and delay in delivery

1. Compliance with an agreed delivery period shall require the timely provision of all documents, approvals and releases to be provided by the Customer. If this is not the case, the deadline shall be extended appropriately, unless the Supplier is responsible for the delay.

2. The delivery deadline shall be deemed to have been met if the delivery item has left the Supplier's factory by the time it expires or readiness for dispatch has been notified.

3. Delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the Supplier not only temporarily, e.g. strike, lockout, official orders, etc., even if they occur at upstream suppliers or their sub-suppliers, even if they occur at sub-suppliers or their sub-suppliers, the supplier shall not be responsible even if binding deadlines and dates have been agreed. They entitle the supplier 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 due to the part not yet fulfilled. If the hindrance lasts longer than 3 months, the purchaser is entitled to withdraw from the contract with regard to the part not yet fulfilled after setting a reasonable grace period. If the delivery time is extended or if the supplier is released from his obligation, the purchaser cannot derive any claims for damages from this. The Supplier may only invoke the aforementioned circumstances if it notifies the Customer immediately.

4. If the Supplier is in default, the Customer may only withdraw from the contract if the Supplier is responsible for the delay and the Supplier has allowed a reasonable deadline set for delivery to expire without success.

5. Further claims for default shall be governed by Section VIII. Should the Supplier be liable for non-compliance with bindingly agreed deadlines and dates or other default, the Customer shall be entitled to compensation for default in the amount of 0.5% for each completed week of default, but not more than a total of 5% of the invoice value of the deliveries and services affected by the default. Any further claims shall be excluded in any case, unless the delay is due to at least gross negligence on the part of the Supplier.

6. The Supplier shall be entitled to make partial deliveries and render partial services at any time, unless the partial delivery or partial service is of no interest to the Customer.

V. Transfer of risk and shipment

1. The risk shall pass to the Customer at the latest when the delivery parts are dispatched, even if partial deliveries are made or the Supplier has assumed other services, e.g. the shipping costs or transportation.

2. If shipment is delayed due to circumstances for which the Customer is responsible, the risk shall pass to the Customer from the date of readiness for shipment.

3. At the Customer's request, the Supplier shall insure the shipment at the Customer's expense in accordance with the Customer's instructions.

VI Rights in the event of defects

1. The Customer shall inspect the deliveries and services for defects immediately upon receipt. If defects are found, they must be reported in writing immediately, but at the latest within one week of receipt of the rejected goods. Defects that cannot be discovered within this period even after careful inspection shall be reported to the Supplier in writing immediately after discovery.

2. Defective parts of the delivery or service shall be repaired or redelivered or re-performed at the Supplier's discretion. In this case, the Supplier shall, at its option and expense,
   -  request that the defective part or device be sent to the Supplier for repair and subsequent return;
   -  the Customer shall keep the defective part or device ready and a service technician of the Supplier shall be sent to the Customer to carry out the repair.
   If the Customer requests that rectification work be carried out at a location specified by it, the Supplier may comply with this request whereby replaced parts shall not be charged, while working time and travel expenses shall be paid at the Supplier's standard rates.

3. The Customer shall give the Supplier the necessary time and opportunity to carry out all rectifications and replacement deliveries deemed necessary by the Supplier. Otherwise, the Supplier shall be released from liability for the resulting consequences.

4. In the event of unsuitable or improper use or commissioning by the Customer or third parties, natural wear and tear, incorrect or negligent handling, improper maintenance, unsuitable operating materials, no claims for defects shall exist if the Customer does not refute a corresponding substantiated assertion that only one of these circumstances has caused the defect. If improper modifications or repair work are carried out by the Purchaser or third parties, no claims for defects shall exist for these and the resulting consequences in accordance with the aforementioned.

5. Replaced parts shall become the property of the Supplier.

6. The limitation period for claims for defects by the Purchaser shall be 24 months, calculated from the transfer of risk to the Purchaser.

7. Claims for defects regarding software and/or programs, rechargeable batteries and batteries, in particular with regard to their performance, shall only be recognized within 6 months of handover.

8. Returns shall only be accepted after prior agreement with the Supplier.

VII. Liability

1. Claims for damages shall be excluded irrespective of the type of breach of duty, including tortious acts, except in cases of willful misconduct or gross negligence.

2. In the event of a breach of material contractual obligations, the Supplier shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for loss of profit, saved expenses, claims for damages from third parties, as well as other indirect and consequential damages cannot be demanded, unless a quality feature guaranteed by the Supplier is specifically intended to protect the Customer against such damages.

3. The Customer shall indemnify the Supplier against any liability towards third parties arising from or in connection with services and/or deliveries that the Supplier provides and/or has provided on behalf of the Customer.

4. The limitations and exclusions of liability in paragraphs 1. and 2. shall not apply to claims arising from fraudulent conduct on the part of the Supplier, nor to liability for guaranteed characteristics, for claims under the Product Liability Act or for damages resulting from injury to life, body or health.

5. Insofar as the liability of the Supplier is excluded or limited, this shall also apply to employees, workers, representatives and vicarious agents of the Seller.

VIII. Retention of title

1. The goods shall remain the property of the Supplier until all claims (including all current account balance claims) to which the Supplier is entitled against the Customer for any legal reason now or in the future have been satisfied.

2. The Customer shall be entitled to process the reserved goods in the ordinary course of business and in particular to sell them as long as it is not in default. Pledges or transfers by way of security are not permitted. The customer hereby assigns to the supplier in full by way of security any claims arising from the resale or any other legal grounds (insurance, tort) in respect of the reserved goods (including all current account balance claims). The Supplier revocably authorizes him to collect the claims assigned to the Supplier for the Supplier's invoices and in his own name. This authorization to collect may only be revoked if the Customer does not properly meet its payment obligations.

3. In the event of access by third parties to the goods subject to retention of title, in particular seizures, the Customer shall draw attention to the Supplier's ownership and inform the Supplier immediately so that the Supplier can enforce its ownership rights. Insofar as the third party is not in a position to reimburse the Supplier for the judicial or extrajudicial costs incurred in this connection, the Customer shall be liable for this.

4. In the event of breach of contract by the Customer - in particular default of payment - the Supplier shall be entitled to withdraw from the contract and demand the return of the reserved goods.

IX. Applicable law, partial invalidity

1. These Terms and Conditions and the entire legal relationship between the Supplier and the Customer shall be governed by the law of the Federal Republic of Germany. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply, even if the Customer has its registered office abroad.

2. If the Customer is a merchant, the Supplier's registered office shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

3. Should a provision in these Terms and Conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Status 02/2025