§ 1 Scope

1. These General Terms and Conditions of Sale and Delivery ("Terms and Conditions of Delivery") apply to all business relationships between el-spec GmbH electronic Vertrieb ("el-spec", "we" or "us") and entrepreneurs (§ 14 BGB), legal entities under public law or special funds under public law (each a "Customer").
2. The Terms of Delivery apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), regardless of whether we manufacture the Goods ourselves or purchase them from suppliers (Sections 433, 650 BGB), hereinafter referred to as "Contract". Unless otherwise agreed, the terms of delivery in the version valid at the time of the customer's order or, in any case, in the last version communicated to the customer in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each individual case.
3. Our terms of delivery apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in all cases, for example even if the customer refers to its general terms and conditions in the context of the order and we do not expressly object to this.
4. Individual agreements (e.g. framework supply contracts, quality assurance agreements, liability agreements, etc.) and information in our order confirmation take precedence over these terms of delivery. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
5. References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these Terms and Conditions of Delivery.

§ 2 Offer and conclusion of contract

1. Our offers are subject to change and non-binding unless we have expressly designated them as binding. (2) The customer's order of goods or commissioning of a service shall be deemed a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 (fourteen) days of its receipt by us.

1. Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer or performance of the service.
2. Unless otherwise agreed, we are entitled to make excess or short deliveries of up to 10%. We are also entitled to deliver goods with customary deviations in quality, dimensions, weight, colour/shades, design and features. Such goods shall be deemed reasonable and in accordance with the contract.
3. If we sell based on a sample, deviations from this in the delivered goods are permissible and do not entitle the customer to make complaints or claims against us if they are customary in the trade and any agreed specifications are met by the delivered goods, unless otherwise agreed.

§ 3 Documents provided

We reserve ownership and all rights to all offers and cost estimates submitted by us, as well as to the drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids provided (hereinafter referred to as

"Documents"). The customer may not make these documents available to third parties, disclose them, use them himself or through third parties, or reproduce them without our express consent. At our request, he must return these documents to us in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. If

 

we do not accept the customer's offer within the period specified in § 2 (2), these documents must be returned to us immediately.

§ 4 Delivery dates and deadlines and delay in delivery

1. Delivery dates and delivery periods shall be agreed individually or specified by us upon acceptance of the order. They shall only be binding if confirmed by us in writing. Information on delivery dates and delivery periods is only approximate, unless otherwise agreed with the customer. Delivery periods shall only commence after all details of execution have been clarified and are subject to the timely and proper fulfilment of all obligations by the customer.
2. If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service), we will inform the customer immediately and at the same time notify them of the expected new delivery deadline. If the service is still not available within the new delivery deadline, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already paid for by the customer. Non-availability of the service shall be deemed to exist, for example, in the event of late delivery by our supplier, if we have concluded a congruent covering transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if we are not obliged to procure the goods in individual cases.

Force majeure includes war, natural disasters, official orders or industrial disputes, as well as difficulties in delivery or subsequent performance due to a pandemic (e.g. the Covid-19 pandemic). If such events make delivery or performance significantly more difficult or impossible for us and the hindrance is not only temporary, we shall be entitled to withdraw from the contract. The customer shall be informed of the occurrence of the disruption in an appropriate manner.

1. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the customer is required. Our liability for damages shall be limited in accordance with § 9 of these Terms and Conditions of Delivery.
2. Further legal claims and rights of the customer due to a delay in delivery and our legal rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance) remain unaffected.

Section 5 Delivery, transfer of risk, acceptance, default of acceptance, withdrawal

1. Delivery shall be made ex warehouse (82538 Geretsried / Gelting, Lauterbachstr. 23c). At the request and expense of the customer, the goods shall be shipped to another destination (sale by delivery). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) ourselves.
2. We are entitled to make partial deliveries and provide partial services if these are of interest to the customer in accordance with the purpose of the contract and/or are reasonable for the customer and do not result in significant additional expense for the customer.
3. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply mutatis mutandis to any agreed acceptance. The handover or acceptance shall be deemed to have taken place if the customer is in default of acceptance.
4. The shipment will only be insured at the express request of the customer and at their expense (e.g. against theft, breakage, transport, fire and water damage or other insurable damage).
5. If the customer is in default of acceptance, fails to cooperate or delays our delivery for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this, we shall charge a flat-rate compensation for each calendar week or part thereof amounting to 0.5% of the invoice amount of the delivery item to be stored, but not exceeding a total of 5% of the invoice amount of the agreed delivery, beginning with the delivery period or, in the absence of a delivery period, with the notification that the goods are ready for dispatch.

 

The proof of higher damages and our legal claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate shall be offset against further monetary claims. The customer is entitled to prove that we have incurred no damage at all or only significantly less damage than the above flat rate.

1. Otherwise, goods will only be taken back on a voluntary basis. In such cases, we may charge a processing fee of 20% of the value of the goods, but at least EUR 50. A refund will only be made for the price of the goods minus the processing fee, but not for any other costs (e.g. transport and packaging).

§ 6 Prices and terms of payment

1. Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract apply exclusively to shipping and postage, ex warehouse, plus statutory value added tax. Packaging costs for transport will be charged to the customer at cost price, unless otherwise agreed. Any customs duties, fees, taxes and other public charges shall be borne by the customer.
2. The minimum order value per contract is €1,000 net. If the value of the order is below this amount, we reserve the right to demand at least the minimum order value.
3. In the case of mail order purchases (§ 5 (1)), the customer shall also bear the actual transport costs from the warehouse and the costs of any transport insurance requested by the customer.
4. Unless otherwise agreed, the purchase price is due and payable within 30 days of invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation. In the case of a first order, we shall make use of this right even without reservation in the order confirmation. If payment is made within 14 days of receipt of the invoice, a 2

% discount will be granted.

1. Upon expiry of the above payment period (§6 (4)), the customer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further claims for damage caused by default. Our claim for commercial interest on arrears (§ 353 HGB) against merchants remains unaffected.
2. The customer shall only be entitled to set off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's counterclaims, in particular pursuant to § 8 (6) sentence 2 of these Terms and Conditions of Delivery, shall remain unaffected.
3. If unforeseeable cost increases or cost reductions occur (e.g. fluctuations in material, energy, freight/transport, customs and currency costs, unexpected price increases by suppliers, etc.) which have a causal effect on the manufacture/procurement of the goods, we shall be entitled to pass on the price increase or cost reduction to the customer. However, this shall only apply if, as agreed, delivery is to take place more than four months after conclusion of the contract. If the new price is 20% or more above the original price due to the price adjustment right, the customer shall be entitled to withdraw from the contract that has not yet been fully fulfilled. However, the customer may only assert this right immediately after notification of the increased price.
4. If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is at risk due to the customer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

 

 

§ 7 Retention of title

1. We reserve title to the goods sold ("reserved goods") until all claims arising from the contract and an ongoing business relationship (secured claims) have been paid in full. In the case of multiple claims or current accounts, the

 

retention of title shall apply as security for the balance claim, even if individual deliveries have already been paid for.

1. The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The customer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. seizures) have access to the goods belonging to us.
2. In the event of breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The demand for surrender does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the customer fails to pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if such a deadline is dispensable in accordance with the statutory provisions.
3. Until revoked in accordance with § 7 (4 c), the customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
   1. The retention of title extends to the full value of the products created by processing, mixing or combining our goods, whereby we are considered the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain in force, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
   2. The customer hereby assigns to us as security all claims against third parties arising from the resale of the goods or the product, either in full or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer specified in § 7 (2) also apply with regard to the assigned claims.
   3. The customer remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the customer meets their payment obligations to us, there is no deficiency in their ability to pay and we do not assert our retention of title by exercising a right in accordance with § 7 (3). However, if this is the case, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the customer's authority to resell and process the goods subject to retention of title.
4. If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request.

§ 8 Customer's claims for defects

1. Unless otherwise specified below, the statutory provisions shall apply to the customer's rights in the event of material defects and defects of title (including incorrect and short deliveries and defective instructions). In all cases, the special statutory provisions for final delivery of unprocessed goods to a consumer (purchase of consumer goods, Sections 474 et seq. BGB) and the rights of the purchaser arising from separately issued guarantees, in particular on the part of the manufacturer, remain unaffected.
2. Our liability for defects is based primarily on an agreement regarding the quality of the goods (including accessories and instructions). We do not assume any guarantee in the legal sense for the quality. If the quality has not been agreed, the statutory provisions shall apply to determine whether a defect exists or not (Section 434 (1) sentences 2 and 3 BGB). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements) which the customer has not indicated to us as being decisive for their purchase.
3. In the case of goods with digital elements or other digital content, we are only obliged to provide and, if necessary, update the digital content if this is expressly stated in a quality agreement in accordance with paragraph 2. We accept no liability for public statements made by the manufacturer or other third parties in this regard.

1. We are generally not liable for defects that the customer is aware of at the time of conclusion of the contract or is unaware of due to gross negligence (Section 442 of the German Civil Code (BGB)). Furthermore, the customer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). In the case of building materials and other goods intended for installation or further processing, an inspection must be carried out immediately before processing in all cases. If a defect becomes apparent during delivery, inspection or at any later point in time, we must be notified immediately in writing. In any case, obvious defects must be reported in writing within 5 (five) working days of delivery or handover, and defects that are not apparent during inspection must be reported in writing within the same period after discovery. If the customer fails to carry out the proper inspection and/or report defects, our liability for defects that are not reported, not reported in time or not reported properly is excluded in accordance with the statutory provisions. In the case of goods intended for installation, attachment or fitting, this shall also apply if the defect only became apparent after processing as a result of a breach of one of these obligations; in this case, the customer shall have no claims for reimbursement of corresponding costs ("removal and installation costs").
2. If the delivered item is defective, we may first choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the customer in individual cases, the customer may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected. Subsequent performance does not restart the limitation period.
3. We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a portion of the purchase price that is reasonable in relation to the defect.
4. The customer must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its reinstallation if we were not originally obliged to install it. The customer's claims for reimbursement of corresponding costs ("removal and installation costs") remain unaffected.
5. We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any removal and installation costs, in accordance with the statutory provisions if a defect actually exists. However, if a complaint by the customer proves to be unjustified, the customer shall be obliged to reimburse us for all expenses incurred in this connection, e.g. shipping costs, unless the lack of defect was not apparent to the customer.
6. In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the customer has the right to remedy the defect themselves and to demand reimbursement from us for the objectively necessary expenses incurred. We must be notified of such self-remedy immediately, if possible in advance. The right to remedy the defect yourself does not apply if we would be entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.
7. If the subsequent performance has failed or if a reasonable period to be set by the customer for subsequent performance has expired without success or is dispensable according to the statutory provisions, the customer may withdraw from the contract or reduce the purchase price. However, there is no right of withdrawal in the case of an insignificant defect.
8. Claims by the customer for reimbursement of expenses pursuant to Section 445a (1) of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB). Claims by the customer for damages or reimbursement of futile expenses shall also only exist in the event of defects in accordance with Sections 9 and 10 and are otherwise excluded.

§ 9 Other liability

1. Unless otherwise specified in these Terms and Conditions of Delivery, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
2. We shall be liable for damages – regardless of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we shall be liable

 

subject to statutory limitations of liability (e.g. diligence in our own affairs; insignificant breach of duty), only

1. for damages resulting from injury to life, limb or health,
2. for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
3. The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons (including for their benefit) for whose fault we are responsible in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee has been given for the quality of the goods, nor shall they apply to claims by the customer under the Product Liability Act.
4. In the event of a breach of duty that does not constitute a defect, the customer may only withdraw from the contract or terminate it if we are responsible for the breach of duty. The customer's right to terminate the contract at will (in particular in accordance with Sections 650, 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§ 10 Limitation period

1. Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title is 12 months from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
2. If the goods are a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory provision (Section 438 (1) No. 2 BGB). Other special statutory provisions on the limitation period (in particular Section 438 (1) No. 1, (3), Sections 444, 445b BGB) remain unaffected.
3. The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the customer pursuant to Section 9 (2) sentence 1 and sentence 2(a) as well as under the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

§ 11 Confidentiality, customer documents

1. The customer may not use or disclose to third parties our business or trade secrets or know-how that have become known to them during the business relationship with us without our consent, unless the business or trade secrets and know-how are generally accessible. This also applies to the period after termination of this contract.

 

1. The customer shall assume sole responsibility for the documents provided or supplied by him, such as drawings, gauges, samples or the like. The customer shall be responsible for ensuring that the documents submitted by him do not infringe the property rights of third parties. We are not obliged to check whether the submission of offers based on the design sent infringes any third-party property rights. If, nevertheless, we are liable on the basis of facts giving rise to a claim, the customer shall indemnify us.

 

§ 12 Form

1. Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing (e.g. letter, e-mail). Legal formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.
2. The contract concluded, including these terms of delivery, shall be solely decisive for the contractual relationship between the customer and us. Amendments and supplements to the contract and its subsidiary agreements must be made in writing. This also applies to any amendment to the written form requirement itself.   Individual agreements  ( verbal / implied) take precedence, the

 

written form requirement serves for evidence purposes and does not affect the validity of individually agreed arrangements.

§ 13 Export clause, foreign trade law

1. Our fulfilment of the contract is subject to the proviso that there are no obstacles to fulfilment due to national or international foreign trade regulations, embargoes, import restrictions and/or other sanctions. The relevant provisions of foreign trade law may be subject to adjustments and changes, which is why they must always be applied in their currently valid version to the conclusion and execution of the contract.
2. Unless otherwise agreed with the customer, the goods are intended for initial sale within the Federal Republic of Germany or, in the case of delivery outside the Federal Republic of Germany, to the agreed country of initial delivery (country of initial delivery).
3. The customer must comply with all applicable sanctions, embargo and (re-)export control laws, and in any case those of the European Union, the United States of America and any locally applicable legal system (collectively "export law").
4. Prior to any transaction with third parties relating to the goods delivered by us (hardware and/or software and/or technology, including associated documentation) ("Goods") or the work and services provided by us (including technical support of any kind) ("Services"), the customer shall check and take appropriate measures to ensure that
   • the use, transfer or distribution of these Goods and Services by the Customer, the brokerage of contracts and the provision of other economic resources in connection with the Goods and Services does not violate Export Law, including any circumvention prohibitions (e.g. through unauthorised redirection);
   • the goods and services are not intended or made available for prohibited or non-civilian uses (armaments, nuclear technology, weapons or any other defence

/military technical use) or made available for such purposes;

1. it has checked all parties directly or indirectly involved in the receipt, use, transfer or distribution of the goods and services against all applicable (sanctions) lists under export law concerning business transactions with the companies, persons or organisations named therein;
2. Goods and services subject to goods-specific restrictions, as specified in the respective annexes to export law, are not unlawfully (a) directly or indirectly (e.g. via countries of the Eurasian Economic Union (EAEU)) to Russia or Belarus, or (b) resold to a third-party business partner who has not previously undertaken not to export these goods and services to Russia or Belarus.
3. The customer undertakes to provide, upon request, all information and documents required for export or transfer in accordance with foreign trade law and to comply with restrictions imposed by government agencies in import and export licences, in particular, for example, re-export requirements.
4. The customer is obliged to provide, upon request, immediate, adequate and complete information about the specific end recipient, end use and final destination of the deliveries and services, in particular to issue so-called end-use certificates and to send the originals to us as proof for the competent government authorities.
5. When passing on the goods delivered by us to third parties, the customer is obliged to oblige these third parties in the same way as in the provisions of this § 13 and to inform them of the necessity of complying with such legal provisions. Access to and use of the products delivered by us may only take place if the above-mentioned checks and assurances have been carried out by the customer; otherwise, the customer must refrain from the intended export and is released from their obligation to perform.

1. The customer shall indemnify us, our suppliers and their respective representatives against all claims, fines and costs (including legal fees and expenses) resulting from the culpable breach of the above obligations of this § 13 or the (alleged) violation of export law by the customer or its business partners, and undertakes to compensate us for all damages and expenses incurred by us in this connection.

Section 14 Re-export prohibition

1. The customer may not sell, export or re-export goods delivered under or in connection with this contract and falling within the scope of Article 12g of Council Regulation (EU) No 833/2014, either directly or indirectly, to the Russian Federation or for use in the Russian Federation, nor may they carry out such actions for use in the Russian Federation or Belarus. The same applies to goods delivered under or in connection with this contract and falling within the scope of Article 8g of Regulation 765/2006, as amended. The customer may not sell, export or re-export such goods, either directly or indirectly, to Belarus or for use in Belarus.
2. The customer undertakes to use its best efforts to ensure that the purpose of the above § 14

(1) is not thwarted by third parties in the further trade chain, including possible resellers.

1. The customer undertakes to establish and maintain appropriate and effective monitoring measures to detect any conduct by third parties in the downstream trade chain, including possible resellers, that would frustrate the purpose of the above §14 (1).
2. Any breach of §§ 14(1), (2) and (3) constitutes a material breach of an essential element of this contract and entitles us to take appropriate measures, including, but not limited to (i) demanding a plan to remedy the breach of contract, (ii) withdrawing from or terminating the contract, and (iii) claiming a contractual penalty equal to the price of the re-exported goods or 1% of the contract value, whichever is higher.
3. The customer shall inform us immediately of any problems in applying Sections 14 (1), (2) or (3), including any relevant activities by third parties that could frustrate the purpose of Section 14 (1). At our request, the customer shall provide us with all information regarding compliance with the obligations under Sections 14 (1), (2) to (3) within two weeks of receiving the request.
4. The customer shall indemnify us, any affiliated companies and their representatives against any claims, lawsuits, damages, fines and costs arising from and in connection with a breach by the customer of the provisions of Sections 14 (1), (2) or (3).

§ 15 Place of performance, choice of law and place of jurisdiction, language

1. The place of performance for all delivery obligations on our part and for the other contractual obligations of both parties is 82538 Geretsried / Gelting, Lauterbachstr. 23 c. If we owe assembly and/or installation, the place of performance is the location where this is to be carried out.
2. These terms of delivery and the contractual relationship between us and the customer are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
3. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Munich. The same shall apply if the customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, we are also entitled in all cases to bring legal action at the place of performance of the delivery obligation in accordance with these terms of delivery or a prior individual agreement or at the customer's general place of jurisdiction. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.
4. The German language version is authoritative and legally binding in every respect and shall prevail in the event of contradictions.

As of: January 2026