General terms and conditions of sale and delivery of "CRäB GmbH" - Frauentalstraße 32 - 89551 Königsbronn

I. Introduction

For our deliveries and services, including those from future business transactions, only the individually negotiated contractual agreements and the following conditions apply. Verbal agreements or statements by other persons who have not been specifically authorized to do so by our management are only valid if they are confirmed by us in writing. We do not recognize any general terms and conditions of the customer/purchaser that conflict with or deviate from our conditions - even if the delivery or service is carried out without reservation - unless we have expressly agreed to their validity in writing. A change or addition to the scope of the order can be approved within 8 days of receiving the order confirmation at the latest. For deliveries from stock, an immediate response to our order confirmation is essential in order not to jeopardize the process and avoid additional costs. All agreements must be made in writing.

II. Advice

We provide any form of advice, both verbal and written, to the best of our knowledge based on our many years of experience. Advice can be provided by CRäB GmbH as well as by consulting companies or people we have appointed who are called in or commissioned to do so on specific topics. Details and information about the suitability and application of our goods/services, as well as dimensions, weights, images and drawings are only binding for the execution if this is expressly confirmed in writing and does not exempt the customer/purchaser from carrying out their own tests and any necessary trials. The customer/purchaser is responsible for observing legal and official regulations when using our goods.

III. Offer, acceptance, offer documents

1.Our offers are non-binding unless otherwise stated in the order confirmation. They are provided free of charge, but costs for the production of drawings for special designs and drafts and/or further elaborations are to be borne by the customer/purchaser if the offer does not lead to an order for reasons for which we are not responsible.

2. We can accept orders within 4 weeks. An order is only deemed to have been accepted by us when we have confirmed it in writing or we have issued a shipping notice or invoice.

3. We reserve ownership and copyright to cost estimates, drawings and all other documents provided by us (paper or digital). They may not be copied or made available to third parties without our written consent. If the order is not placed, all documents must be returned immediately. Customer/purchaser documents may be made available to third parties to whom we wish to transfer deliveries or services.

4. Orders should always be made in writing. An oral or telephone order carries risks; the risk is transferred to the customer/orderer.

IV. Technical changes, tests, property rights, data protection

1. Technical changes that prove necessary for manufacturing reasons, product maintenance, legal requirements or other reasons are permitted. If the customer/purchaser becomes aware of necessary changes, he must notify us immediately in writing if he considers them to be unavoidable.

2. For necessary tests that require specific temperatures, times and other measurement or control values, the appropriate measurement methods must be specified and accepted by both parties before delivery begins. If no specification is made, our standard measurement methods apply.

3. Orders based on drawings, sketches or other information provided to us will be carried out at the customer's/orderer's request. If we infringe on third-party property rights as a result of carrying out such orders, the customer/orderer shall indemnify us against claims by third-party rights holders. The customer/orderer shall bear any further damages resulting from this.

4. Technical documents also refer to documentation, training materials, presentations that CRäB GmbH or one of the persons acting or commissioned on behalf of CRäB GmbH with extended protective rights.

5. The services of CRäB GmbH that do not directly serve to provide the customer order represent the intellectual property of CRäB GmbH. These are protected by copyright and remain the property of CRäB GmbH.

6. We are entitled to process data in accordance with the Federal Data Protection Act.

V. Prices

1. Prices are calculated in euros. The price list or the current offer valid at the time of conclusion of the contract applies. Price changes are permitted if more than six weeks pass between conclusion of the contract and the agreed delivery date. If wages, material costs or market purchase prices increase after this time until delivery is completed, we are entitled to increase the price appropriately in line with the cost increases. The customer/purchaser is only entitled to withdraw if the price increase exceeds the increase in the consumer price index determined by the German Federal Statistical Office between the order and delivery by more than 5%.

2. For consulting services or other types of services, the day of implementation/provision of the service is decisive. Any special expenses that arise, such as travel costs of all kinds, will be invoiced according to the costs incurred against receipt or regulated legal provisions, unless otherwise agreed.

3. Prices are net ex Königsbronn or ex works of our cooperation partners, plus VAT, customs, freight, packaging and insurance costs applicable on the day of delivery. Prices apply to individual orders, not retroactively or for future orders. Repeat orders are to be treated like new orders.

VI. Delivery, delay

1. Unless otherwise agreed, delivery will be made from our delivery plant. Our order confirmation is decisive for the content and scope of the contract. Partial deliveries are permitted as long as this does not result in disadvantages for use. These must then be paid separately on the corresponding partial invoice. If payment for a partial delivery is delayed, we are entitled to refuse/delay further execution of the order. Delivery dates or deadlines that have not been expressly agreed as binding are purely non-binding information. The delivery period begins at the earliest with the dispatch of the order confirmation. The start of the delivery period specified by us requires the complete clarification of all technical questions. Compliance with the deadline requires the timely receipt of all commercial and technical documents, written approvals and/or releases that may be required from the customer/purchaser, as well as agreed down payments and the timely clarification and approval of plans as well as the timely delivery of the items to be provided by the customer/purchaser. Otherwise, the deadline will be extended within a reasonable framework.

The delivery period is determined using the necessary care to conclude congruent hedging transactions and is subject to correct and timely delivery by ourselves. Compliance with our delivery obligations requires the timely and proper fulfillment of the cooperation obligations by the customer/purchaser.

2. The delivery period shall be deemed to have been met if the goods were dispatched within the delivery period or if the readiness of the goods to be dispatched was indicated before the expiry of the delivery period.

3. The delivery period is extended in the event of industrial action, particularly strikes and lockouts, and in the event of unforeseen obstacles outside our sphere of influence, such as traffic and operational disruptions, shortages of materials or energy, or any other cases of force majeure, in accordance with the duration of such measures and obstacles. We are not responsible for the aforementioned circumstances even if they occur during an existing delay. The start and end of such measures and obstacles or the unavailability of the delivery item will be communicated to the customer immediately. If delivery is delayed by more than six months due to such measures and obstacles, the contracting parties are entitled to withdraw from the contract. In the event of withdrawal, any consideration already provided will be refunded. Further claims by the customer are excluded.

4. If the customer/purchaser is late in accepting the goods, we are entitled, after setting a reasonable grace period, to withdraw from the contract and, if necessary, to claim damages. The statutory provisions on the dispensability of setting a grace period and on the assertion of further claims to which we are legally entitled remain unaffected.

5. If the shipment or delivery is delayed at the instigation of the customer/purchaser, we will claim storage fees of 1% of the invoice amount for each month started, up to a maximum of 5% of the net amount, subject to proof of greater damage. The customer/purchaser reserves the right to prove that the damage was less.

6. Goods delivered by us will not be taken back unless they are proven to be defective. If we agree to do so in exceptional cases after prior written agreement, a processing fee of 20% of the net value of the goods plus VAT will be charged. The customer/purchaser reserves the right to provide evidence of significantly lower processing costs. The customer/purchaser bears the risk of transport and the transport costs. Returns should be made to the original delivery location via the freight forwarders originally commissioned by us. The cheapest shipping method should always be chosen, taking transport safety into account.

VII. Shipping risk, place of performance, transport, packaging

1. The time of transfer of risk is determined according to the international rules for the interpretation of commercial terms of the International Chamber of Commerce (INCOTERMS 2020) in the version valid on the day the contract is concluded in German. If the contract does not specify the type of sale, the delivery item is deemed to be sold "ex works" (EXW). The place of performance is our delivery plant. In the case of sales "ex works", we undertake to inform the purchaser in writing of the time at which the delivery is to be accepted. This notification must be made in good time so that the customer/purchaser can take the usual necessary measures.

2. Unless otherwise agreed, we reserve the right in special cases to send deliveries in the interest of the customer/purchaser at the customer's/purchaser's risk and expense and to insure them against transport damage at the customer's expense. If the goods are damaged or lost during transport, an inventory must be taken immediately and we must be notified of this in writing.

3. Unless otherwise agreed, we determine the type and extent of packaging. The choice of packaging is made with due care, using our best judgment and in accordance with the requirements of the goods to be transported. Disposable packaging becomes the property of the customer/purchaser.

4. If the customer/purchaser wishes or specifies that a different agreement be made regarding the type and extent of packaging, the customer/purchaser is free to provide us with suitable packaging material free of charge. This remains the property of the customer/purchaser and is subject to their care and compliance with official regulations.

VIII. Purchaser’s claims for defects

1. Unless otherwise agreed, the relevant German legal provisions, such as protective laws and other safety regulations, as well as the recognized rules of technology, are the only relevant provisions for the development, manufacture, sale, delivery and quality of our products. Only our product description is deemed to be agreed as the quality of the goods. Unless expressly agreed otherwise, our products can be used in single-shift operation if handled properly. Claims for defects do not apply if the agreed quality is only insignificant. Public statements, recommendations or advertising by the manufacturer do not constitute a contractual quality specification. The customer/purchaser does not receive any guarantees in the legal sense from us. Information in product descriptions and product specifications, subject to their inclusion as quality specifications within the meaning of Section 434 of the German Civil Code, does not constitute a guarantee for the quality of the item or that the item will retain a certain quality for a certain period of time.

2a) If one of our products has a defect, we are entitled, after a written request from the customer/purchaser, to remedy the defect or to deliver a new product at our discretion. Without our prior written consent, the customer/purchaser is not entitled to make any repairs to the delivered goods, even in urgent cases.

2b) As long as we comply with our obligation to remedy the defect (remedy the defect or deliver a new product), the customer/purchaser is not entitled to demand a reduction in the purchase price or to withdraw from the contract, unless two attempts at remedying the defect have failed or because remedying the defect is unreasonable for the buyer for other reasons. The purchaser's right to demand compensation instead of performance in accordance with the statutory provisions and these General Terms and Conditions remains unaffected.

2c) The customer/purchaser is obliged to inspect the ordered goods immediately after delivery for quality and quantity deviations as well as obvious defects, such as transport damage, and to notify us in writing of any defects identified. Notification of obvious defects is only timely if we receive it within 5 working days of delivery of the goods; notification of hidden defects is timely if we receive it within 5 working days of their discovery.

2d) In the event of claims that defects exist, the customer/purchaser has no right of retention unless our goods are obviously defective. In this case, the customer/purchaser is only entitled to retention if the amount withheld is in reasonable proportion to the defects and the expected costs of subsequent performance, in particular the removal of the defect. The customer/purchaser is only entitled to assert claims and rights due to defects if he has not made payments due and the amount paid by him is in reasonable proportion to the value of our defective goods.

3a) Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.

3b) The customer/purchaser's rights in the event of defects are excluded if the defect is due to improper or non-intended use of our products, non-compliance with our operating instructions, excessive stress or natural wear and tear due to their material properties, in particular of parts that come into contact with the workpiece, improper modifications, faulty maintenance or faulty and negligent handling, or if a repair has been carried out without our written consent.

3c) In the context of repairs without legal obligation, the customer/purchaser is only entitled to claims for defects if expressly agreed.

4a) The customer/purchaser shall bear the expenses required for the purpose of subsequent performance insofar as they increase because the goods have been transported to another location after our delivery, unless the transport corresponds to their intended use.

4b) Parts replaced as part of the rectification of defects become our property when they are removed.

5. Unless expressly agreed otherwise, the limitation period for claims and rights due to defects in our goods is 1 year from delivery to the customer/purchaser. We are liable for repairs and replacement parts to the same extent as for the delivery item, and in fact until the expiry of the limitation period for claims for defects applicable to the original delivery item.

IX. Claims for damages by the purchaser and withdrawal from the contract

1a) We are liable in cases of intent or gross negligence by us or our representatives, vicarious agents or our cooperation partners in accordance with the statutory provisions. Otherwise, we are all only liable under the Product Liability Act, for injury to life, body or health of a person or for the culpable violation of essential contractual obligations. The claim for damages due to the violation of essential contractual obligations is, however, limited to the damage that is typical for the contract and foreseeable. Our liability is also limited in cases of gross negligence to the damage that is typical for the contract and foreseeable if none of the exceptional cases listed in sentence 2 of this section 1 lit. a) apply.

1b) Unless we are liable for intent or gross negligence or for culpable violation of essential contractual obligations or for injury to life, body or health of a person or under the Product Liability Act, our liability for damage caused by the delivery item to the legal interests of the customer/purchaser, e.g. to other items, lost profits or other financial losses, is excluded.

1c) The provisions of the above paragraph 1 lit. a) and b) extend to compensation in addition to the performance and compensation instead of the performance, regardless of the legal basis, in particular due to defects, the violation of other obligations arising from the contractual relationship or from tortious acts. They also apply to the claim for reimbursement of wasted expenditure and to our liability due to impossibility and delay.

1d) Possible claims for damages are limited to the scope of our business and product liability insurance or that of our cooperation partners. This does not apply in cases of intent, gross negligence, culpable violation of essential contractual obligations or injury to life, body or health of a person or in cases under the Product Liability Act where liability exceeds the amounts stated above.

1 e) The above provisions do not involve a change in the burden of proof to the detriment of the customer/purchaser.

2. The customer/purchaser can only withdraw from the contract within the framework of the statutory provisions if there is a breach of duty for which we are responsible; in the case of defects, the statutory requirements remain. The regulation in Section VIII.2 lit. b) sentence 1 of our terms and conditions of sale and delivery remains unaffected.

X. Limitation period

1.The limitation period for claims and rights of the customer/purchaser due to defects in our products - regardless of the legal basis - is 1 year. This also applies to claims for damages by the customer/purchaser, regardless of the legal basis of the claim and regardless of whether the claim for damages is related to a defect or not, as well as to claims by the purchaser for reimbursement of wasted expenditure and claims by the customer/purchaser due to impossibility. However, the limitation period according to sentence 1 and sentence 2 does not apply in the cases of Section 438 Para. 1 No. 1 BGB (legal defects in immovable property), Section 438 Para. 1 No. 2 BGB (buildings, items for buildings), Section 479 Para. 1 BGB (entrepreneur's right of recourse) or Section 634a Para. 1 No. 2 BGB (buildings or work whose success consists in the provision of planning or monitoring services for this). Furthermore, the limitation periods according to this Section 1, Sentences 1 and 2 do not apply in the case of intent, gross negligence, fraudulent concealment of a guarantee for the quality of our goods - which may have to be expressly agreed - as well as in the case of claims for damages due to injury to life, body or health or freedom of a person, in the case of claims under the Product Liability Act or in the case of violation of essential contractual obligations. The statutory limitation periods apply to the claims according to this Section 1, Sentences 3 and 4.

2. Unless expressly provided otherwise, the statutory provisions on the start of the limitation period, the suspension of the expiry, the suspension and the restart of time limits remain unaffected.

3. The above provisions do not involve a change in the burden of proof to the detriment of the client.

XI. Payments

1a) Our invoices are due for payment without deduction upon receipt. The customer/purchaser shall be in default without any further notice from us 10 days after the due date, but at the latest upon our reminder, if he has not paid.

If payment is delayed, we are entitled to demand default interest of 9 percentage points above the European Central Bank's base interest rate. We reserve the right to claim further damages.

1b) The customer's/orderer's purchasing conditions, which stipulate a higher interest rate than the statutory rate for any payments on our part, are expressly rejected.

2.If the customer/purchaser is in arrears with payments for previous deliveries or if the customer/purchaser's financial situation deteriorates significantly after the conclusion of the contract, which jeopardizes our claim to consideration, payment must be made in exchange for delivery of the delivery items. The customer/purchaser can prevent delivery in exchange by providing security in the amount of the purchase price.We also reserve the right to withhold further deliveries in the event of late payment until all outstanding invoices have been settled.

3.If the customer/purchaser is obliged to pay damages under these conditions or under statutory provisions, we can demand 25% of the purchase price plus statutory sales tax at the applicable rate as compensation without proof. The damage can be set higher or lower if we can prove that the damage was higher or the customer/purchaser can prove that the damage was significantly lower.

4.We expressly reserve the right to accept bills of exchange or cheques. Bills of exchange, payment orders and cheques are only accepted on account of performance and not in lieu of performance. Any costs incurred are borne by the customer/purchaser.

5. The customer/purchaser shall not have any right of retention unless it is based on the same legal contractual relationship.

6.The customer/purchaser’s right to set-off is excluded unless the set-off is made against an undisputed or legally established claim.

7.Any assignment of claims requires our written consent from CRäB GmbH.

XII. Security interests

1a) Until all obligations arising from the delivery contract have been fully fulfilled, delivered goods remain our property (reserved goods), insofar as this is permitted under the law in whose jurisdiction the delivery item is located. If this does not permit retention of title, but allows the seller to reserve other rights to the goods, we can exercise all rights of this kind. The customer/purchaser is obliged to cooperate in measures that we wish to take to protect our property rights or, in place of them, another right to the goods. Delivered goods are subject to retention of title until all other claims between us and the purchaser have been fully fulfilled.

1b) The customer/purchaser is obliged to carefully store the reserved goods for us, to keep them in technically perfect condition and to carry out any necessary maintenance, inspection and repair work or have them carried out in a timely manner at the customer/purchaser's expense. In particular, the customer/purchaser is obliged to insure these at their own expense against damage caused by fire, water, storm, burglary and theft to the full replacement value. In the event of damage, any security claims arising must be assigned to us. The reserved goods may only be repaired by our technician - except in emergencies. Only original parts approved by CRäB GmbH or our supplier may be used.

1c) The customer/purchaser may resell goods delivered under retention of title in the normal course of business. If the customer/purchaser sells goods designated under retention of title in the normal course of business, he shall assign the partial amount of his claim against the third party that corresponds to the value of the goods delivered by us when the order is placed. Claims between the purchaser and the third party arising from both concluded work or delivery contracts and concluded service contracts are assigned. A special declaration of assignment is not required. As long as the customer/purchaser properly meets his payment obligations to us, he is authorized to collect these claims for us. If the customer/purchaser defaults, we are entitled to disclose this assignment to the third party at any time. The customer/purchaser is obliged to disclose any prohibition of assignment that may exist with the third party when the order is placed. If the customer/purchaser does not comply with this obligation or if the third party does not approve the agreed assignment, we are released from the obligation to deliver.

1d) The customer/purchaser undertakes, at our request, to provide us with a precise list of the claims to which we are entitled, including the names and addresses of the purchasers, the amount of the individual claims, invoice details, etc., to provide us with all information necessary for the assertion of the assigned claim, to allow the verification of this information and to disclose the assignment to the purchasers.2.If the customer/purchaser creates a new movable item with the goods delivered by us, the following additional provisions apply:

During production, we are considered the manufacturer within the meaning of Section 950 of the German Civil Code (BGB) and acquire ownership of the intermediate or final products. If the new item is also manufactured from other materials not supplied by us, our co-ownership share is determined by the ratio of the value of the goods supplied by us to the other materials. The processed goods serve to secure all claims arising from the business relationship for any legal reason. The customer/purchaser is only the custodian of the goods manufactured in this way. He is entitled to sell the manufactured product in the ordinary course of business. He hereby assigns to us as security any claims against third parties arising from the resale or any other legal reason, in accordance with the partial amount to which we are entitled in the reserved goods. As long as the customer/purchaser properly meets his payment obligations to us, he is authorized to collect this claim for us. In this regard, too, we are entitled to notify of the transfer in the event of default by the debtor.

3a) Any access to the assigned claims must be reported immediately.

3b) In the event of seizures or other impairments of our ownership interests, the customer/purchaser must notify us immediately.

4.If the realizable value of all security rights to which the client is entitled exceeds the amount of all secured claims by more than 10%, we will release a corresponding portion of the security rights at the request of the customer/purchaser: we have the choice between various security rights.

5.If the customer/purchaser acts in breach of contract, in particular if payment is delayed, we are entitled to take back the delivery. Taking back or seizing the delivery by us does not constitute a withdrawal from the contract unless we expressly confirm this in writing. We are authorized to sell the goods. The proceeds of the sale are to be credited to the customer/purchaser's liabilities, less reasonable sale costs.

6. The customer/purchaser hereby declares his consent that the persons commissioned by us to collect the reserved goods may enter or drive onto the property or building on or in which the reserved goods are located in order to secure and take possession of the reserved goods.

XIII. Confidentiality

If the customer/purchaser comes into contact with our business secrets and/or know-how during the execution of the order, he must maintain confidentiality and take precautions to ensure that our legitimate interests are not violated and that legitimate knowledge is only used in connection with the order or the subsequent use of the ordered item itself. In particular, the customer/purchaser bears the burden of proof that the business secrets and/or know-how were already known to him beforehand or were at least obvious. The customer/purchaser is obliged to treat all commercial and technical details related to the order as business secrets. He is obliged to keep the documents and information confidential even after the respective contract has been processed. Reproduction is only permitted within the scope of operational requirements and copyright regulations. Disclosure to third parties may only take place with our written consent. The contracting parties may only advertise their business relationship with prior written consent.

XIV. Items/goods provided

We or our cooperation partners are only liable for claims by the customer/purchaser due to damage or destruction of items provided by the customer/purchaser or items given to us for processing in the event of intent or gross negligence; liability for simple negligence is excluded. Normal wear and tear is excluded from liability. The customer/purchaser is obliged to take out "external insurance" for the items provided to the extent required. For products provided, e.g. raw materials, blanks, etc., the customer/purchaser is responsible for checking and guaranteeing the quality (e.g. material, dimensional accuracy, etc.); we only carry out an incoming goods inspection with regard to the number of pieces, identity and a visual inspection for obvious transport damage. We are not obliged to carry out any further checks.

XV. Final provisions

1.The law of the Federal Republic of Germany applies exclusively.

The UN Convention of April 11, 1990 on contracts for the international sale of goods does not apply.2.For all current and future claims arising from the business relationship with registered merchants as well as for claims asserted by way of a debt collection procedure, the exclusive place of jurisdiction applicable to us is Schwäbisch Gmünd. The same place of jurisdiction applies if the customer/purchaser does not have a general place of jurisdiction in the country, moves his place of residence or usual abode out of the country after conclusion of the contract or his place of residence or usual abode is not known at the time the action is brought.

XVI. Effectiveness in case of partial invalidity

Should individual provisions of these General Terms and Conditions of Sale and Delivery be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that comes as close as possible to the intended purpose.

CRäB GmbH / November 2024