Terms and conditions of sale and delivery of Andreas KARL GmbH & Co. KG

1. General

1.1 Our Terms and Conditions of Sale apply exclusively; we do not recognize any general terms and conditions of the customer that deviate from or contradict our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.
1.2 Our Terms and Conditions of Sale shall also apply to all future orders and services provided by us to the Customer until new Terms and Conditions of Sale come into force.
1.3 Our Terms and Conditions of Sale shall only apply if the Buyer is an entrepreneur (Section 14 BGB [German Civil Code]), a legal entity under public law or a special fund under public law.

2 Conclusion of contract and contract amendments

2.1 The order placed by the Buyer shall be deemed to be a binding contractual offer.
2.2 The contract shall only come into effect if we accept the order in writing, by fax or by remote data transmission within four weeks of its receipt by us or if we execute the order.
2.3 Verbal agreements after conclusion of the contract, in particular subsequent amendments and supplements to our Terms and Conditions of Sale - including the above written form clause - as well as collateral agreements of any kind also require our written confirmation to be effective. This formal requirement can only be waived in writing.
2.4 We reserve the right of ownership and usufructuary rights to illustrations, drawings, calculations and other documents. This also applies to such written documents which are designated as "confidential"; the customer requires our express consent before passing them on to third parties.

3. Call-off sale

3.1 In the case of sales on call, the call must be made no later than four weeks after provision. We shall notify the customer in writing when confirming the order.
3.2 After expiry of this period, the customer shall pay a contractual penalty of 0.1% for each working day since the beginning of the delay, up to a maximum of 20% of the agreed purchase price. The customer reserves the right to prove that we have incurred no or less damage.
3.3 In this case, we are also entitled to store the goods with a third party at the risk and expense of the customer. If the goods are stored at our premises, we may demand the usual storage costs. In this case, the goods are stored at the risk of the buyer. However, we are obliged to insure the goods adequately against payment of the costs.
3.4 Clause 8 sentence 3 applies accordingly.

4. Delivery time

4.1 The delivery period stated by us shall commence with the dispatch of the order confirmation, but not before the documents, approvals and releases to be procured by the customer have been provided, all technical questions have been clarified and an agreed advance payment has been received.
4.2 Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer's obligation. We reserve the right to plead non-performance of the contract.
4.3 If the customer is in default of acceptance, culpably violates other obligations to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims or rights are reserved.
4.4 If the Buyer is in default of acceptance in accordance with Clause 4.3 or culpably breaches other obligations to cooperate, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the Buyer at the point in time at which the Buyer is in default of acceptance or debtor's delay.
4.5 Our liability in the event of a delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a written reminder from the customer is required.
4.6 We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
4.7 We shall be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is due to the culpable breach of a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
4.8 Otherwise, in the event of a delay in delivery, we shall be liable for each full week of delay within the scope of a lump-sum compensation for delay amounting to 0.5% of the delivery value, but not more than 5% of the delivery value. We reserve the right to prove that the customer has suffered no damage at all or only significantly less damage than the above lump sum.

5. Shipping and packaging

5.1 Shipment shall be made in accordance with the agreements made; partial deliveries are permissible.
5.2 If we expedite shipment at the written request of the customer, the resulting additional costs shall be borne by the customer even if carriage paid delivery was agreed.
5.3 We charge the customer for crates, paper, cardboard and disposable packaging at our cost price. We will take back packaging, but the customer must return it to our place of business cleaned and free of foreign materials and sorted according to different types of packaging. If this obligation is not fulfilled, we shall be entitled to charge the customer for any additional costs incurred.

6. prices

6.1 In the absence of a special agreement, the prices shall apply free railroad station or truck loading, excluding freight and packaging. Value added tax shall be added to the prices at the statutory rate applicable on the day of invoicing.
6.2 If there are more than four months between order confirmation and delivery, we shall be entitled to increase the prices appropriately.
6.3 We may pass on wage and price increases that have occurred between order confirmation and delivery to the customer, insofar as the customer has caused the delay through special requests or additional orders or is responsible for the delay.
6.4 The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. In addition, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

7 Provision and transfer of risk

7.1 The risk shall pass at the latest when the delivery parts are handed over to a carrier or other suitable transport person. This shall also apply if partial deliveries are made or if the supplier has assumed other services, e.g. the shipping costs or transportation and installation.
7.2 At the customer's request and expense, we will insure the shipment against theft, breakage, transportation, fire and water damage and other insurable risks. The customer's declaration must be made in writing.
7.3 The customer is obliged to provide suitable unloading equipment and to provide the necessary manpower for unloading. Assistance by our personnel during unloading does not imply the assumption of any further risk or liability.
7.4 If dispatch or delivery is delayed at the request of the customer, the risk shall pass to the customer in both cases from the day on which the goods are ready for dispatch.

8. Acceptance

If the service is not accepted on the agreed date, the goods shall be stored at the expense and risk of the customer. If the goods are stored on our premises, we shall be entitled to demand the usual storage costs. After setting a written grace period of one week, we shall be entitled to dispose of the unaccepted goods elsewhere (self-help sale). We are also authorized to have the goods sold by public auction after prior warning
or - if it has a stock exchange or market price - to sell it on the open market after warning. We are also entitled to demand the difference between the agreed price and the proceeds from the self-help sale from the customer.

9. Terms of payment

If no special agreement has been made, the prices are net for cash payment within 14 days of the invoice date or with a 2% discount for cash payment from the invoice date. Payments by check or bill of exchange are not considered cash payments. Interest shall be charged on the purchase price during the period of default at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. Our claim to interest on arrears (§ 353 HGB) remains unaffected.

10. Assembly

10.1 In the case of assembly, we charge according to time and effort:
a) the working time spent in accordance with the Contractor's applicable rates, which may not be less than the statutory minimum wage.
b) the expenses incurred by us for the release,
c) necessary expenses for transportation, luggage, tools and small materials and
d) the material used at the Contractor's applicable prices.
Allowances and expenses shall be charged plus the applicable value added tax. If the Customer requests work to be carried out at times or under circumstances that require additional charges in accordance with the collective agreement, the applicable surcharges shall be charged in addition to the billing rates at the percentage rates applicable to the Contractor in accordance with the collective agreement. The hours worked shall be certified by the Customer at least once a week. The invoices shall be based on these certificates. If these certificates are not issued by the customer or are not issued on time, our invoices shall be used as a basis.
10.2 In the case of installation at lump-sum prices, the lump-sum price covers the agreed services under our working conditions and other circumstances stated at the time the contract is concluded. It is based on the weekly working hours applicable to the Contractor under the collective agreement, unless otherwise agreed.

11. Claims for defects

11.1 Claims for defects on the part of the customer presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). If a defect is discovered during the inspection or later, we must be notified of this immediately in writing. The notification shall only be deemed immediate if it is made within 2 weeks, whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the customer must notify us in writing of obvious defects (including incorrect and short deliveries) within 2 weeks of delivery, whereby the timely dispatch of the notification is also sufficient to meet the deadline. If the customer fails to carry out the proper inspection and/or report defects, our liability for the unreported defect shall be excluded.
11.2 If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected. We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer shall be entitled to demand
proportionate part of the purchase price in relation to the defect. In the event of subsequent performance, we shall be obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance, if a defect actually exists. Otherwise, we may demand from the customer the costs arising from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the customer.
11.3 If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price. In the case of an insignificant defect, however, there is no right of withdrawal.
11.4 We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
11.5 We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case too, liability for damages shall be limited to the foreseeable, typically occurring damage.
11.6 Insofar as the customer is entitled to compensation for damages instead of performance, our liability shall be limited to compensation for foreseeable, typically occurring damages, also within the scope of Clause 11.3.
11.7 Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
11.8 Unless otherwise stipulated above, liability is excluded.
11.9 Claims for material defects shall become time-barred after twelve months, unless the item has been used for a building in accordance with its normal use and has caused its defectiveness. The limitation period for claims for material defects begins with the delivery of the subject matter of the contract (transfer of risk).
11.10 The limitation period in the event of a delivery recourse according to §§ 478, 445b para. 2 sentence 2BGB remains unaffected; it ends at the latest five years after delivery of the defective item to the customer.

12. Liability

12.1 Any further liability for damages other than that provided for in clause 11 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB.
12.2 The limitation according to clause 12.1 shall also apply if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.
12.3 Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

13. Reservation of title

13.1 The delivered goods (goods subject to retention of title) shall remain our property until all claims to which we are entitled against the customer now or in the future, including all current account balance claims, have been satisfied. If the customer acts in breach of contract - in particular if he is in arrears with the payment of a claim for payment - we shall have the right to take back the reserved goods after we have set a reasonable deadline for performance. The transportation costs incurred for taking back the goods shall be borne by the customer. If we take back the reserved goods, this shall constitute a withdrawal from the contract. It shall also constitute a withdrawal from the contract if we seize the reserved goods. We may utilize reserved goods taken back by us. The proceeds of the realization shall be offset against the amounts owed to us by the customer after we have deducted a reasonable amount for the costs of the realization.
13.2 The customer must treat the reserved goods with care. He must insure them adequately at his own expense against fire, water and theft at replacement value. If maintenance and inspection work becomes necessary, the customer must carry it out in good time at his own expense.
13.3 The customer may use the goods subject to retention of title and resell them in the ordinary course of business as long as he is not in default of payment. However, he may not pledge the reserved goods or assign them by way of security. The Purchaser hereby assigns to us in full by way of security the Purchaser's claims for payment against his customers arising from the resale of the goods subject to retention of title as well as those claims of the Purchaser in respect of the goods subject to retention of title which arise against his customers or third parties for any other legal reason (in particular claims in tort and claims for insurance benefits), including all current account balance claims. We accept this assignment. The customer may collect these claims assigned to us for his account in his own name on our behalf as long as we do not revoke this authorization. This shall not affect our right to collect this claim ourselves; however, we shall not assert the claim ourselves and shall not revoke the direct debit authorization as long as the customer duly meets its payment obligations. However, if the customer acts in breach of contract - in particular if he is in arrears with the payment of a claim for payment - we may demand that the customer informs us of the assigned claims and the respective debtors, informs the respective debtors of the assignment and hands over to us all documents and provides all information that we require to assert the claim. The customer may also not assign this claim in order to have it collected by way of factoring, unless he irrevocably obliges the factor to effect the consideration directly to us as long as we still have claims against the customer.
13.4 Any processing or transformation of the reserved goods by the customer shall always be carried out on our behalf. If the reserved goods are processed with other items that do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the new item created by processing as to the goods subject to retention of title. If the reserved goods are inseparably combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount incl. VAT) to the other combined or mixed items at the time of combination or mixing. If the goods subject to retention of title are combined or mixed in such a way that the customer's item is to be regarded as the main item, the customer and we hereby agree that the customer shall transfer co-ownership of this item to us on a pro rata basis. We accept this transfer. The sole ownership or co-ownership of an item created in this way shall be kept safe for us by the customer.
13.5 In the event of seizure of the reserved goods by third parties or other interventions by third parties, the customer must draw attention to our ownership and inform us immediately in writing so that we can enforce our ownership rights. If the third party is unable to reimburse us for the judicial and extrajudicial costs incurred in this connection, the customer shall be liable for these.
13.6 If the customer so requests, we shall be obliged to release the securities to which we are entitled to the extent that their realizable value exceeds the value of our outstanding claim against the customer by more than 10%. However, we may select the securities to be released.

14. Withdrawal from the contract

We may withdraw from the contract with immediate effect as soon as there is a significant deterioration in the financial circumstances of the customer which jeopardizes the claim to consideration. In any case, the initiation of insolvency proceedings and the non-payment of requested down payments or installment payments shall be deemed a significant deterioration in the financial circumstances.

15 Place of fulfillment and jurisdiction

15.1 The place of performance is Fahrenzhausen near Munich, unless otherwise stated in the order confirmation.
15.2 The place of jurisdiction for all legal disputes arising directly or indirectly from contractual relationships based on these Terms and Conditions of Sale is Munich.

16 General provisions

16.1 Should any provision of these Terms and Conditions and the other agreements made be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.
16.2 The contractual relationship shall be governed exclusively by German law to the exclusion of the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Status: November 2023