Table of contents

1. Scope of application

2. Conclusion of contract

3. Prices and terms of payment

4. Delivery and shipping conditions

5. Force majeure

6. Delay of performance at the request of the customer

7. Reservation of title

8. Liability for defects / warranty

9. Liability

10. Expiration

11. Retention, assignment

12. Applicable law, place of jurisdiction, contract language

1) Scope of application

1.1 These General Terms and Conditions (hereinafter "GTC") of PW Group GmbH (hereinafter "Seller"), apply to all contracts for the supply of goods which an entrepreneur (hereinafter "Customer") concludes with the Seller using means of distance communication (e.g. telephone, fax, e-mail, letter or fax). (e.g. telephone, fax, e-mail, letter) exclusively by individual communication within the meaning of § 312j para. 5 sentence 1 BGB. The inclusion of the customer's own terms and conditions is hereby objected to, unless otherwise agreed.

1.2 These General Terms and Conditions shall also apply exclusively if the seller carries out the delivery to the customer without special reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these terms and conditions.

1.3 An entrepreneur within the meaning of these GTC is a natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity.

2) Conclusion of contract

The customer can send a non-binding request to submit an offer to the seller by telephone, fax, e-mail, letter or via the online contact form provided on the seller's website. At the customer's request, the seller sends the customer a binding offer to sell the goods previously selected by the customer from the seller's product range by e-mail, fax or letter. The customer can accept this offer by submitting a declaration of acceptance to the seller by fax, e-mail or letter or by paying the purchase price offered by the seller within 7 (seven) days of receipt of the offer, whereby the day of receipt of the offer is not included in the calculation of the deadline. The date of receipt of payment by the seller is decisive for acceptance by payment. If the last day of the period for acceptance of the offer falls on a Saturday, Sunday or a public holiday recognized at the customer's place of business, the next working day shall take the place of such a day. If the customer does not accept the seller's offer within the aforementioned period, the seller is no longer bound by his offer and can freely dispose of the goods again. The seller will specifically point this out to the customer again in his offer.

3) Prices and terms of payment

3.1 The prices quoted by the seller are net prices and are subject to statutory value added tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), duties and taxes shall be charged separately where applicable.

3.2 The customer has various payment options at his disposal, which are communicated to him in the seller's offer.

3.3 For deliveries to countries outside the European Union, further costs may be incurred in individual cases for which the seller is not responsible and which are to be borne by the customer. These include, for example, costs for money transmission by credit institutions (e.g. transfer fees, exchange rate fees) or import duties or taxes (e.g. customs duties). Such costs may also be incurred in relation to the money transfer if the delivery is not made to a country outside the European Union, but the customer makes the payment from a country outside the European Union.

3.4 If advance payment by bank transfer has been agreed, payment shall be due immediately after conclusion of the contract, unless the parties have agreed a later due date.

3.5 A payment shall be deemed to have been received as soon as the equivalent value has been credited to one of the seller's accounts. In the event of default of payment, the seller shall be entitled to default interest in the amount of 10 percentage points above the respective base interest rate. The seller's other statutory rights in the event of default of payment by the customer remain unaffected. If claims are overdue, incoming payments shall first be credited against any costs and interest, and then against the oldest claim.

3.6 If unforeseeable cost increases occur (e.g. currency fluctuations, unexpected price increases by suppliers, etc.), the seller shall be entitled to pass on the price increase to the customer. However, this only applies if the delivery is to take place later than four months after the conclusion of the contract as agreed.

4) Delivery and shipping conditions

4.1 The delivery of goods shall be made by dispatch to the delivery address specified by the customer, unless otherwise agreed.

4.2 The seller is entitled to make partial deliveries insofar as this is reasonable for the customer. In the case of permissible partial deliveries, the seller is also entitled to issue partial invoices.

4.3 The seller reserves the right to withdraw from the contract in the event of incorrect or improper self-delivery. This shall only apply in the event that the seller is not responsible for the non-delivery and the seller has concluded a specific cover transaction with the supplier with due care. The seller shall make every reasonable effort to procure the goods. In the event of non-availability or only partial availability of the goods, the customer will be informed immediately and the consideration will be refunded immediately.

4.4 The risk of accidental loss and accidental deterioration of the goods sold shall pass to the customer as soon as the seller has delivered the goods to the carrier, the freight forwarder or the person or institution otherwise responsible for carrying out the shipment. This also applies if the seller bears the costs of transportation. Transport insurance shall only be taken out at the special request and for the account of the customer.

4.5 In the event that the dispatch of the goods to the customer is delayed for reasons for which the customer is responsible, the risk shall be transferred to the customer upon notification of readiness for dispatch. Any storage costs incurred after the transfer of risk shall be borne by the customer.

5) Force majeure

In the event of force majeure affecting the performance of the contract, the seller shall be entitled to postpone the delivery for the duration of the hindrance and, in the event of longer delays, to withdraw from the contract in whole or in part, without any claims against the seller being able to be derived from this. Force majeure shall be deemed to be all events which are unforeseeable for the seller or which, even if they were foreseeable, are beyond the seller's control and the effects of which on the performance of the contract cannot be prevented by reasonable efforts on the part of the seller. Any statutory claims of the customer remain unaffected.

6) Delay in performance at the customer's request

If dispatch or delivery of the goods is delayed at the customer's request by more than one month after notification of readiness for dispatch, the customer may be charged a storage fee of 0.5% of the purchase price for each additional month or part thereof, up to a maximum of 5% of the purchase price. The contracting parties are at liberty to provide evidence of higher or lower damages.

7) Retention of title

7.1 The seller retains title to the delivered goods until the purchase price owed has been paid in full. Furthermore, the seller retains ownership of the delivered goods until all his claims arising from the business relationship with the customer have been fulfilled.

7.2 The customer may neither pledge nor assign as security any items subject to retention of title or title. The customer is only permitted to resell the goods as a reseller in the ordinary course of business under the condition that the customer has effectively assigned to the seller his claims against his customers in connection with the resale and the customer transfers ownership to his customer subject to payment. By concluding the contract, the customer assigns his claims against his customers in connection with such resale as security to the seller, who accepts this assignment at the same time.

7.3 The customer shall immediately notify the seller of any access to the goods owned or co-owned by the seller or to the assigned claims. He shall immediately transfer to the seller any amounts assigned to the seller and collected by him, insofar as the seller's claim is due.

7.4 If the value of the Seller's security interests exceeds the amount of the secured claims by more than 10%, the Seller shall release a corresponding portion of the security interests at the Customer's request.

8) Liability for defects / warranty

If the purchased item is defective, the provisions of statutory liability for defects shall apply. Deviating from this applies:

8.1 Claims for defects shall not arise in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials or due to special influences which are not assumed under the contract. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences, unless the customer can prove that the fault was not caused by these modifications or repair work.

8.2 For new goods, the limitation period for claims for defects is one year from delivery of the goods.

8.3 In the case of used goods, the rights and claims for defects are excluded.

8.4 The aforementioned limitations of liability and limitation periods shall not apply

• for items that have been used for a building in accordance with their normal use and have caused its defectiveness,

• for claims for damages and reimbursement of expenses by the customer,

• in the event that the seller has fraudulently concealed the defect, and

• for the right of recourse according to § 445a BGB.

8.5 The seller has the right to choose between repair or replacement in the event of subsequent performance.

b>8.6 If a replacement delivery is made within the scope of liability for defects, the limitation period shall not begin again.

8.7 If the subsequent delivery is made by way of a replacement delivery, the customer is obliged to return the goods first delivered to the seller within 30 days. The return package must contain the reason for the return shipment, the customer's name and the number assigned for the purchase of the defective goods, which enables the seller to assign the returned goods. As long as and insofar as the allocation of the returned goods is not possible for reasons for which the customer is responsible, the seller is not obliged to accept the returned goods and to refund the purchase price. The customer shall bear the costs of reshipment.

8.8 If the seller delivers a defect-free item for the purpose of subsequent fulfillment, the seller may claim compensation for use from the customer in accordance with § 346 para. 1 BGB. Other statutory claims remain unaffected.

8.9 If the customer acts as a merchant within the meaning of § 1 HGB (German Commercial Code), he shall be subject to the commercial duty of inspection and due diligence pursuant to § 377 HGB. If the customer fails to comply with the notification obligations regulated therein, the goods shall be deemed to have been approved.

9) Liability

The seller is liable to the customer for all contractual, contractual and statutory, including tortious, claims for damages and reimbursement of expenses as follows:

9.1 The seller shall be liable without limitation for any legal reason

• in the event of intent or gross negligence,

• in the event of intentional or negligent injury to life, limb or health

• on the basis of a guarantee promise, unless otherwise regulated in this respect,

• due to mandatory liability such as under the Product Liability Act.

9.2 If the seller negligently breaches a material contractual obligation, liability shall be limited to the foreseeable damage typical of the contract, unless liability is unlimited in accordance with the above clause. Essential contractual obligations are obligations which the contract imposes on the seller according to its content in order to achieve the purpose of the contract, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer may regularly rely.

9.3 Any further liability of the seller is excluded.

9.4 The above liability provisions shall also apply with regard to the liability of the seller for its vicarious agents and legal representatives.

10) Limitation of liability

Claims of the customer against the seller shall expire - with the exception of the claims regulated under the item "Liability for defects / warranty";shall lapse one year after knowledge of the facts giving rise to the claim, but no later than five years after performance of the service, unless liability is unlimited in accordance with the above clause.

11) Retention, assignment

11.1 The customer's rights of retention and rights to refuse performance are excluded, unless the seller does not dispute the underlying counterclaims or these have been legally established.

11.2 An assignment of claims arising from the contract concluded with the customer by the customer, in particular an assignment of any claims for defects by the customer, is excluded.

12) Applicable law, place of jurisdiction, contract language

12.1 The law of the Federal Republic of Germany shall apply to all legal relationships between the parties to the exclusion of the laws on the international sale of goods.

12.2 If the customer acts as a merchant, a legal entity under public law or a special trust under public law with its registered office in the territory of the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising from this contract shall be the registered office of the seller. If the customer is domiciled outside the territory of the Federal Republic of Germany, the place of business of the seller shall be the exclusive place of jurisdiction for all disputes arising from this contract if the contract or claims arising from the contract can be attributed to the customer's professional or commercial activity. In the above cases, however, the seller is in any case entitled to appeal to the court at the customer's place of business.

12.3 The language of the contract is German.