1. General

1.1
These General Terms and Conditions of Sale and Delivery are binding insofar as they are declared applicable in an offer or in the order confirmation. Any other terms and conditions of the Purchaser shall only be valid if they have been expressly accepted by the Supplier in writing.

1.2
All agreements and legally relevant declarations of the contracting parties must be made in writing in order to be valid.

2. Offers and order placement

2.1
The order signed by the customer is a binding offer. The contract shall be deemed concluded when the Supplier has confirmed its acceptance in writing after receipt of an order.

2.2
The Supplier's offers are always subject to change.

2.3
Documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are non-binding unless they are expressly designated as binding. The supplier retains title to the documents; they may not be made accessible to third parties.

3. Scope of delivery, assembly

3.1
The order confirmation shall be decisive for the scope and execution of the delivery and service. Any material or services not included therein shall be invoiced additionally.

3.2
Partial delivery is permissible, provided this does not place an unreasonable burden on the customer.

4. Prices and assembly costs

4.1
Unless otherwise agreed, the Supplier's prices are quoted net, ex works, excluding packaging, transportation, insurance, assembly, installation and commissioning.

4.2
Assembly costs shall be invoiced separately. The necessary auxiliary equipment and helpers shall be made available to the Supplier's fitters free of charge. If a cost estimate is prepared, the Supplier shall not assume any liability for the price estimates in the estimate.

5. Terms of payment

5.1
The supplier's invoices are payable immediately net.

5.2
Payments shall be made by the Purchaser at the Supplier's registered office without deduction of expenses, taxes and fees of any kind.

5.3
In the event of default of payment by the Customer, the Supplier reserves the right, in addition to the statutory claims, to suspend planned deliveries immediately and to change the terms of payment.

5.4
The Customer shall only be entitled to offset counterclaims recognized by the Supplier in writing or legally established against claims of the Supplier.

6. Retention of title

6.1
The Supplier shall retain title to the delivery until payment has been made in full. This retention of title shall secure all claims which the Supplier acquires against the Purchaser in connection with the delivery, e.g. due to repairs, assembly, delivery of spare parts or other services, including subsequently.

6.2
For the duration of the retention of title, the Purchaser is obliged to take the measures necessary to protect the Supplier's property and to inform the Supplier immediately in the event of damage. Furthermore, the Customer shall remedy any damage properly and professionally at its own expense.

6.3
The Purchaser is authorized to sell the delivery item in the ordinary course of business. The Purchaser hereby assigns to the Supplier in advance the purchase price claim resulting from this resale in the amount of the final invoice amount (including VAT). The Supplier authorizes the Customer to collect this claim itself until revoked.

6.4
For its part, the Purchaser undertakes to retain title to the object of purchase if its customer does not pay in full at the latest when the object of delivery is handed over.

6.5
If the Supplier's reserved goods are inseparably combined with other items, the Supplier shall be entitled to co-ownership of the combined items in the ratio of the final invoice amount of the reserved goods to the purchase price of the other combined items at the time of combination.

6.6
The assignment to secure the claims in accordance with Clause 6.3 also includes such claims which the Purchaser acquires against a third party as a result of combining the goods subject to retention of title with another item.

6.7
The retention of title shall also remain in force for claims of the Supplier arising from the business relationship until settlement of claims in connection with the purchase.

At the request of the Purchaser, the Supplier shall be obliged to waive the retention of title if the Purchaser has incontestably fulfilled all claims in connection with the object of purchase and adequate security exists for the remaining claims from the ongoing business relationship.

6.8
The Supplier undertakes, at the request of the Purchaser, to release securities which it has made available to the Supplier under this contract insofar as they are no longer required to secure the Supplier's claims arising from the current business relationship, in particular insofar as they exceed the amount of all secured claims by more than 20%.

6.9
The assertion of the retention of title and the seizure of the delivery item by the supplier shall not be deemed a withdrawal from the contract.

7. Delivery period and storage costs

7.1
The delivery period shall commence upon acceptance of the order by the supplier and after complete settlement of the technical issues. The delivery deadline shall be deemed to have been met if the delivery has left the factory by the time it expires or the customer has been notified that the goods are ready for dispatch.

7.2
The delivery period shall be extended appropriately

• if the information required for the execution of the order is not received by the supplier in good time or if it is subsequently changed by the customer;
• if payment deadlines are not met
• if obstacles arise which the supplier cannot avert despite exercising due care, irrespective of whether these arise at the supplier's, the customer's or a third party's premises. Such hindrances are events of force majeure, for example epidemics, mobilization, war, riots, significant operational disruptions, accidents, labour disputes, delayed or faulty delivery of the required raw materials, semi-finished or finished products, rejection of important workpieces, official measures or omissions, natural disasters.

7.3
If dispatch is delayed at the request of the Purchaser, the Supplier reserves the right to charge the Purchaser for the costs incurred for storage, but at least ½% of the invoice amount. The obligation to bear the storage costs shall commence one month after notification of readiness for shipment.

8. delay in delivery

8.1
The Purchaser shall be entitled to claim compensation for delayed deliveries for which the delay is not due to circumstances pursuant to Clause 7.2. The Purchaser shall be entitled to compensation for delay if the Supplier is demonstrably responsible for the delay and the Purchaser can prove damage as a result of this delay. If the Purchaser is helped out by a replacement delivery, the claim for compensation for delay shall lapse.

8.2
The compensation for delay shall amount to a maximum of ½ % for each full week of delay, but not more than 5 % in total, calculated on the contract price of the delayed part of the delivery. The first two weeks of delay do not entitle the customer to compensation for delay.

8.3
The customer shall have no rights and claims due to delays in deliveries or services other than those expressly mentioned in Clauses 8.1 and 8.2.

9. Delivery, assumption of risk, transportation and insurance

9.1
Delivery shall be made from the Supplier's registered office, which is also the place of performance. At the request and expense of the Purchaser, the goods shall be shipped to another destination (sales shipment). Unless otherwise agreed, the Supplier shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.

9.2
The products shall be carefully packed by the Supplier. The packaging shall be charged to the Buyer at cost price. The Supplier must be notified in good time of any special requests regarding shipment and insurance. The risk of accidental loss and accidental deterioration of the goods shall pass to the Purchaser at the latest upon handover, even if partial deliveries are made or the Supplier has assumed other services, e.g. assumption of the shipping costs, delivery or assembly. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer from the day of notification of readiness for shipment. Complaints in connection with transportation must be addressed by the customer to the last carrier immediately upon receipt of the delivery or the freight documents.

9.3
Insurance against damage of any kind is the responsibility of the customer. Even if it is to be taken out by the supplier, it shall be for the account of the customer.

10. Inspection and acceptance of the delivery

10.1
If the purchaser is an entrepreneur, he must inspect the delivery immediately upon receipt of the consignment. If a defect is found, this must be reported immediately and specifically.

10.2
The notification period shall be one week; the date of receipt of the written notification (including fax) by the Supplier shall be decisive. If the defect only becomes apparent later, notification must be made in writing immediately after discovery of the defect. If the Buyer fails to carry out the proper inspection and/or report the defect, the Supplier's liability for the unreported defect (Clause 11) shall be excluded.

10.3
The warranty rights of the entrepreneurial Purchaser shall lapse if he fails to fulfill his obligations under Clauses 10.1 and 10.2.

10.4
The entrepreneurial purchaser must return the goods complained about to the supplier carriage paid in the original or equivalent proper packaging.

11. Warranty and liability

11.1
The Supplier warrants that the products delivered by it are free from manufacturing and material defects.

11.2
The basis for liability for defects is above all the agreement reached on the quality of the goods. The product descriptions designated as such, which were provided to the customer prior to his order or were included in the contract in the same way as these GTC, shall be deemed to be an agreement on the quality of the goods. Warranted characteristics are only those which are expressly designated as such in the order confirmation or instructions for use. The warranty is valid until the expiry of the warranty period at the latest.

11.3
In the event of material defects, the supplier shall be entitled to choose whether to rectify the defect or supply a replacement. The supplier shall be granted a reasonable period of at least 20 working days to remedy the defect. Insofar as this is reasonable for the Purchaser, the Supplier shall be entitled to make several attempts to rectify the defect.

This shall also apply if the Supplier has undertaken to the Buyer to perform work within the meaning of § 631 et seq. of the German Civil Code (BGB).

11.4
If a defect within the meaning of Clause 11.3 is not remedied in due time, the Buyer may demand a reduction in the purchase price, rescission of the contract or damages in accordance with the following provisions (11.5 and 11.6).

In the case of only minor defects, however, the customer shall not be entitled to withdraw from the contract.

11.5
Compensation for damages shall be limited to the foreseeable, contract-typical and direct average damage according to the type of goods.
This limitation shall not apply to claims arising from injury to life, limb or health for which the Supplier is responsible or other damages based on an intentional or grossly negligent breach of duty by the Supplier.

11.6
If the customer chooses to withdraw from the contract due to a defect after subsequent performance has failed, he shall not be entitled to any additional claim for damages due to the defect. § Section 325 BGB is waived in this respect.

11.7
The warranty shall expire prematurely if the Buyer or third parties carry out improper modifications or repairs, do not follow the Supplier's operating or maintenance instructions or if, in the event of a defect, the Buyer does not immediately take all appropriate measures to minimize the damage and give the Supplier the opportunity to remedy the defect.

11.8
The warranty period is two years from delivery of the item.
All cases of breach of contract and their legal consequences as well as all claims of the Buyer, irrespective of the legal grounds on which they are based, are conclusively regulated in these terms and conditions. In particular, all claims for damages, reduction in price, rescission of the contract or withdrawal from the contract not expressly mentioned are excluded. Liability for consequential damages is excluded, unless mandatory product liability law provisions preclude this.

12. re-export clause ("no-Russia clause")

Based on the provision pursuant to Art. 12g of Regulation (EU) No. 833/2014, the customer undertakes to comply with the re-export clause listed below:

12.1
The Purchaser shall not directly or indirectly sell, export or re-export to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with these General Terms and Conditions of Sale and Delivery (GTCS) which fall within the scope of Article 12g of Regulation (EU) No 833/2014 of the EU Council.

12.2
The Buyer shall use its best endeavors to ensure that the purpose of paragraph 12.1 is not frustrated by third parties in the wider commercial chain, including potential resellers.

12.3
The Buyer shall establish and maintain an appropriate monitoring mechanism to detect any conduct by third parties further down the supply chain, including potential resellers, that would defeat the purpose of paragraph 12.1.

12.4
Any breach of paragraphs 12.1, 12.2 or 12.3 shall constitute a material breach of a material term of these General Terms and Conditions of Supply and Sale (GTCS) and the Supplier shall be entitled to seek appropriate remedies, including but not limited to:
(i) termination of the affected agreements; and
(ii) a contractual penalty to be determined in accordance with Hamburg custom.

12.5
The Customer shall promptly notify the Supplier of any problems in the application of paragraphs 12.1, 12.2 or 12.3, including any relevant third party activities that may frustrate the purpose of paragraph 12.1. The Purchaser shall provide the Supplier with information on compliance with the obligations under paragraphs 12.1, 12.2 and 12.3 within two weeks of the Supplier's request.

13. Applicable law
This contract is subject to German law.
The application of the UN Convention on International Sales of Goods (CISG) is excluded.

14. place of jurisdiction
The place of jurisdiction is the supplier's registered office.
The supplier may also choose to bring an action at the customer's place of jurisdiction.

15. severability clause
Should one of the above GTCS be or become ineffective, the remaining provisions shall remain effective. In this case, the parties shall make permissible agreements for the invalid provisions which, on the one hand, correspond to the statutory provisions and, on the other hand, come as close as possible to the originally desired purpose.

General Terms and Conditions of Sale and Delivery (GTCS) as of June 11, 2024

allsafe GmbH & Co. KG
Gerwigstrasse 31
D-78234 Engen