§ 1 General, Conclusion of Contract, Cancellation, Confidentiality
1. All deliveries and services made by us shall be based exclusively upon these General Terms and Conditions of Sale, which shall — lacking special agreement — also apply for future business relationships. Contrary conditions of the Purchaser or conditions differing from our General Terms and Conditions of Sale are not recognized by us unless we have explicitly agreed to their validity in writing. Our General Terms and Conditions of Sale apply even if we have unreservedly accepted the order being aware of contrary conditions of the Purchaser or conditions differing from our conditions.
2. A contract — lacking special agreement — will only be effected with our written order confirmation. Agreements by telephone or verbally and/or adjustments of these General Terms and Conditions of Sale require our written confirmation. Also, the abolishment of the written form requires the written form.
3. If the Purchaser cancels a legally valid contract, we are entitled, according to § 649 German Civil Code ("BGB"), to claim the agreed price including profit, less possibly saved expenses. We reserve the right to the assertion of further claims.
4. Since contractual partners mutually provide information which has an interest that deserves protection, or which is protected by law, contains commercial or commercial secrets, or is designated as confidential, this information will be treated as confidential. We are entitled to designate the purchaser as a reference customer upon successful completion of the agreed delivery and service. Our contractual partners have the same right.
§ 2 Subject of the contract and scope of services
The subject of these conditions is only the delivery of the ordered goods and any services ordered with the purchase, if a separate contract has been concluded for this. Before concluding a contract, the buyer checks whether the specification of the product meets his wishes and needs. The buyer knows the basic functional features and properties of the product. A contract signed by both parties or the confirmation of our order is critical for the volume, type and quality of supplies and services, otherwise the offer. Other information, requirements and properties of the goods become part of the contract only if the contracting partners have agreed to this in writing or we have confirmed this in writing. Subsequent changes in the properties of the goods, etc., require our written confirmation. All product descriptions, images and promotional brochures are service descriptions and but not warranties. Our written declaration is required to guarantee special properties, quality or product requirements. The buyer receives the goods together with the operating instructions if they correspond to the custom of the goods delivered. This also applies to manuals, etc. All goods which we deliver have the latest technology, average type and quality, unless otherwise agreed
§ 3 Prices and Payments, Offsetting, Assignation
1. The prices shall apply, lacking special agreement, EX WORKS (INCOTERMS 2000) including packaging. Added to the prices shall be the applicable VAT. If we, as an exception, at the request of Purchaser arrange shipment by a transport agent despite an EX WORKS agreement, we only act in the name and on behalf of the Purchaser without bearing any responsibility for fault of the transport agent. If we, as an exception, take over the freight- and insurance costs, we are entitled to charge premiums in case of events such as force majeure (e.g. war risk, closure of shipping routes).
2. Lacking special agreement, payment is due without any deduction to our account in the following manner:

    a. 50 % of deposit upon receipt of order confirmation,

    b. 50 % upon notification of readiness for shipment
3. Our invoices are due and payable net within 10 calendar days from date of invoice. If the Purchaser is in default with a payment, outstanding accounts shall instantly become due and further works regarding the delivery item shall only be conducted against prepayment. We reserve the right to further claims. If at the time of payment there is an overdue debt of the Buyer for payment for the previously delivered Goods or services, the payment received after the formation of the debt is credited by MANRO to the account of the first by the date of occurrence of the overdue debt.
4. The Purchaser only has the right to withhold payment or offset with counter claims if his counterclaims are uncontested or are established as legally valid. The Purchaser is only entitled to the assertion of payment-withholding rights based on counterclaims resulting from the same contract relationship.
5. The right to decline cheques or bills of exchange shall remain reserved. In case of payment by cheque the payment obligation is only fulfilled when the counter value has been credited to our account.
6. If several claims exist against the Purchaser, the setting-off occurs according to the criteria of due date, security, cumbrousness and age of the claims (according to § 366 sub paragraph 2 German Civil Code ("BGB")).
8. Unless otherwise explicitly agreed to in writing, credit notes and other rebates occur in any case without the acknowledgement of fault or legal obligation.
9. We are entitled to assign the claims from our business connection. Assignation prohibitions or - limitations are herewith vetoed.
§ 4 Transfer of ownership
The goods remain our property until they have been paid for in full (retention of title). The buyer has the right to process the goods in his own company for his own purposes. We also acquire title to goods that have been modified, expanded or re-created in this regard as part of an extended retention of title.
§ 5 Term of Delivery and/or Performance, Delay, Force Majeure
1. The term of delivery and/or performance shall be evident from the agreements of the contractual parties. The adherence by us is subject to all commercial and technical questions having been resolved between the contractual parties and that the Purchaser has fulfilled all his incumbent obligations such as for example official certificates or approvals, presentation of drawings/data or payments. If this is not the case, the delivery term shall be adequately extended. This shall not apply if we are responsible for the delay.
2. The adherence to the term of delivery and/or performance shall be subject to the correct and timely selfsupply by the individual sub-suppliers properly and duly appointed by us. We will inform of any impending delays as soon as possible and search for reasonable alternatives in close cooperation with the Purchaser.
3. The delivery term shall be deemed fulfilled once the delivery item has left our factory up to the time agreed or readiness for shipment has been announced. As far as an acceptance has to occur, the time of acceptance shall be relevant — except in case of justified acceptance refusal -, alternately the notification of readiness to accept.
4. If the non-adherence of the term of delivery and/or performance is due to force majeure (including, but not limited to, general mobilisation, war, terrorism, riots, storm, fire, flood, earthquake, epidemics/pandemics, public travel warnings), industrial action (lock-outs, strikes or other concentrated actions of personnel, either direct or indirect), disturbances of internal operations for which we are not responsible or other events which are outside of our reasonable scope of influence, the term of delivery and/or performance shall be extended adequately. We will inform the Purchaser of the beginning and end of such circumstances as soon as possible.
5. The buyer may withdraw from the contract without notice if we are finally unable to complete all services before the transfer of ownership. The Purchaser may furthermore withdraw from the contract if the execution of a part of the delivery of an order becomes impossible and he has a justified interest in the refusal of the partial delivery. If this is not the case, the Purchaser has to pay the contract price equivalent to the partial delivery. This also applies in case of our inability. For the remainder § 8 of this General Terms and Conditions of Sale shall apply. If impossibility or inability occurs during the acceptance delay or if the Purchaser is solely or mainly responsible for these circumstances, he shall remain obligated to payment.
6. If the Purchaser, after the due date, sets an adequate time limit for us for the performance of the service — under consideration of the legal exceptions — and this term is not adhered to, the Purchaser shall be entitled to withdraw in the context of the legal regulations. He shall be obligated to declare in an appropriate timeframe upon our request, whether he is exercising his right of withdrawal. Further claims resulting from delay in delivery shall be exclusively determined in accordance with § 8 of this General Terms and Conditions of Sale.
§ 6 Warranty Claims in case of Quality Defects
1. We are liable for quality defects of the delivery under exclusion of further claims — subject to § 8 of this agreement — as follows:
2. Requirement for any warranty claims by the Purchaser shall be his proper fulfilment of all due inspections and requirement to give notice of defects without delay. Independent of the legally prescribed immediate checking and requirement to give notice, claims due to obvious quality defects of the delivery item may not be asserted in any case after 2 weeks from receipt of the delivery item. Transport damages are to be noted on the delivery note and must be confirmed by the driver via his signature.
3. In case of delivery according to sample, pattern and/or construction specifications by the Purchaser, warranty claims shall be excluded also in case of concealed defects if the delivery item complies with the sample, pattern and/or construction specifications. If the defect is due to materials supplied by the Purchaser himself, all claims shall be excluded.
4. According to our discretion, all those parts have to be repaired or to be replaced free of charge, which have been proven defective due to circumstances occurring prior to the transfer of risk. We have to be notified of the detection of such defects without delay. Replaced parts shall become our property. If we repair or deliver in the context of a warranty claim, it triggers a new begin of the period of limitation only in respect of the new delivery and/or rectification in case of significant rectification of defect and with the explicit written acknowledgement of a new start of the period of limitation.
5. In case of defect remedy we are obligated to bear all expenses necessary for the defect remedy as far as they are not disproportionately increased due to the delivery item being brought to a place different from the contractually agreed place of delivery. Following a three-time unsuccessful remedy of defect, the Purchaser shall be allowed to withdraw from the individual single order or reduce the purchase price.
6. The Purchaser has to provide the necessary time and opportunity for our undertaking of the defect remedy and/or the replacement deliveries after coordination with us; otherwise we are exempt for any consequences arising thereof. The Purchaser has the right to remedy the defect himself or cause the remedy to be effected by a third party at commercially reasonable (third party) prices and request reimbursement from us regarding the necessary expenses only in urgent cases of danger to the operational safety and/or avoidance of disproportionately large damage, whereby we have to be notified immediately under all circumstances. If the Purchaser or a third party improperly remedies the defect, we are exempt from liability for the resulting consequences. This also applies for alterations to the delivery item without our prior consent.
7. No warranty and/or liability shall be accepted, in particular — but not limited to — in the following cases: Unsuitable or improper storage or usage, faulty assembly and/or start-up by the Purchaser or third party, natural wear and tear or deterioration, construction in accordance with samples approved by the Purchaser, faulty material and/or tools provided by the Purchaser, faulty or negligible treatment, deviations from operation manuals and operation instructions and/or therein described environmental factors, improper maintenance, chemical/electro-chemical/electric/climatic influences — unless we are responsible for them.
§ 7 Warranty Claims
In the case of material defects, the limitation period for claims for refund, withdrawal or price reduction is one year from the date of delivery of the goods or upon handover of the goods. One year for other claims for defects in material. Two years for claims based on legal deficiencies. Two years for claims for damages or wasted expenses not based on material or legal defects. The term starts from the moment when the buyer / buyer knew or should have known about the circumstances that gave rise to the claim. Alternatively, the limitation period is due at the latest after the expiry of the maximum periods specified in § 199 BGB. § 13 Initial and final rights of the buyer Ownership of the delivered goods and other rights to the goods pass to the buyer only after full payment of the contractual consideration. Until then, there is also no contractual right to use the goods, unless otherwise agreed.
§ 8 Liability, Exclusion of Liability
We are only liable for intent, malicious intent and under warranty. In the event of gross negligence, we are liable for typical damage that could have been foreseen upon the conclusion of the contract. In the event of a simple violation of the basic obligation by negligence, we are liable only in the amount of typical damage that could be foreseen at the time of the conclusion of the contract, but not more than 10% of the total amount of the order for each claim and for all claims under the contract and in connection with it in the whole.
We have the right to file a willful negligence objection. In particular, the buyer must properly store the goods and use them exclusively for their intended purpose, taking into account the instructions for use and use. In the event of harm to life, body and health, as well as in case of claims under the Product Liability Act, the legal provisions apply without restriction.
§ 9 The Final Provisions
So that changes and additions to the contract to take effect, they must be made in writing. This written requirement can be waived only in writing. Transmission in text form, particularly by fax or email, also sufficient to provide a written form. The law of the Federal Republic of Germany applies to the exclusion of conflicts of law. LJN Sales Law Negotiated for Commercial Customers. The place of performance and jurisdiction for all disputes arising in connection with these contracts is the registered office of our company, currently Düsseldorf, for contracts with business people. We have the right to file a claim in any other valid place of jurisdiction. There are no additional agreements in this contract.