General Terms and Conditions of Sale
of ONgineer for commercial customers ("AVB-U")

These are part of the General Terms and Conditions (GTC) of ONgineer
Status: March 2025

1. General information, scope of application
   • These AVB-U apply to all business transactions between ONGINEER ("Supplier") and its customers ("Customers"). The AVB-U apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), and also to work and services to be provided by the Supplier (collectively"Services").
   • The AVB-U also apply to all similar future transactions, even if no reference is made to these AVB-U in future contracts.
   • These GTC-U apply exclusively. Any conflicting, additional, or deviating terms and conditions of the customer shall not become part of the contract unless the provider has agreed to their validity in writing. This requirement for consent applies in all cases, in particular if the provider carries out a delivery of goods ("delivery(ies)") or service without reservation in full knowledge of the customer's terms and conditions. Individual agreements made in individual cases shall in any case take precedence over these GTC-U.
   • If the provider is entitled to additional or more extensive rights than those stipulated in these AVB-U in accordance with statutory provisions, these shall remain unaffected.
   • The contract language is German. If the contracting parties also use another language, the German text shall take precedence.

2. Offer and conclusion of contract
   • Offers made by the provider are subject to change and non-binding unless they are designated as binding in writing. They merely represent an invitation to the customer to submit an offer by placing an order.
   • All information about the goods and services in catalogs and brochures, as well as their presentation in the provider's online shop, on the Internet, and in other advertising media, is intended to provide an overview of the goods and services and is not subject to the contract.
   • Orders placed by the customer contain binding offers. The supplier may accept orders within 30 days of receipt. Acceptance shall be confirmed either by a separate order confirmation, delivery of the ordered goods, invoicing, or performance of the service.
   • If the customer orders goods via the provider's online shop, the provider will immediately confirm receipt of the order electronically. These confirmation letters do not constitute acceptance of the contract. When using the online shop, the customer shall ensure that only authorized persons can place binding orders and make binding declarations on their behalf.
   • The customer is only entitled to change or cancel orders or postpone delivery dates with the consent of the supplier. For accepted cancellations, a flat fee of 15% of the order value is payable immediately. Cancellations are always excluded for orders of goods designated by the supplier as "non-standard" or "NCNR." The supplier may designate goods as non-standard or NCNR in various ways, e.g., by including a corresponding note in offers, product lists, or order confirmations.
   • The provider may discontinue the sale of individual goods or the provision of individual services via the online shop at any time for justified reasons and block the customer's access to the online shop without the customer being able to derive any rights or claims from this against the provider.
   • If the provider makes statements or recommendations of a technical or other nature to the customer, these shall be deemed non-binding sales promotions without any obligation to pay compensation and shall not be binding. The provider accepts no liability for the accuracy and/or completeness of such statements or recommendations.

3. Technical development, description of goods and services
   • If the contract relates to goods that are subject to technical development, the supplier is entitled to deliver the goods in accordance with the current state of development or manufacturer's data sheet.
   • Standard deviations such as deviations in quality, quantity, or weight, and deviations due to legal regulations, are permissible. The customer is obligated to notify the supplier in writing if their interest is limited exclusively to the type ordered and no deviations from this are permitted under any circumstances.
   • Information about the goods or services sold by the supplier (e.g., weights, dimensions, utility values, load capacity, tolerances, and technical data) as well as representations thereof (e.g., drawings and illustrations), particularly in brochures, type lists, catalogues, data sheets, advertising brochures, specifications and descriptions, requirement specifications and other technical delivery conditions, certificates (e.g. certificate of compliance) and other documents are only approximate and do not constitute quality specifications, unless the usability for a specific purpose is separately agreed in the contract. In any case, they do not constitute a guarantee of quality or durability on the part of the supplier. The supplier also does not guarantee the marketability of the goods or their suitability for a specific purpose or use, or with regard to third-party rights.
   • Samples of the goods sold by the supplier are for testing purposes only and do not constitute a guarantee of quality or an agreement on quality unless expressly agreed. The tolerance ranges specified by the manufacturer or customary in the trade must be observed.
   • The manufacturer's reliability data for delivered goods or services rendered are statistical averages for guidance only and do not refer to individual deliveries or delivery lots.

4. framework agreements
   • Framework orders, i.e. orders in which the customer orders a certain quantity of goods to be delivered in several partial deliveries over a certain period of time, are only possible with a separate agreement specifying fixed delivery dates for the individual deliveries. Unless otherwise agreed, the framework order has a maximum term of six months. Remaining stock is due for delivery at the end of the term and must be accepted by the customer.

• In the case of framework agreements, the customer must call off individual deliveries at least as long before the desired delivery date as the delivery period guaranteed in the offer. If no call-off is made, the supplier is entitled to deliver the goods to the customer after the desired delivery date, but no later than the end of the framework period, to invoice the customer and to demand compensation for additional expenses. If the customer fails to meet the call-off dates, the supplier reserves the right to change the price at the time of the call-off.

5. Prices/Price adjustment
   • Unless otherwise agreed, the prices stated in the supplier's order confirmation are net "ex works." The prices apply only to the scope of services and delivery specified in the order confirmation. In particular, costs for packaging, freight, insurance, customs duties, public charges, and sales tax are not included.
   • The statutory sales tax will be shown separately on the invoice at the statutory rate applicable on the date of invoicing. This does not apply in the case of sales of goods covered by Section 13b (2) No. 10 of the German Sales Tax Act (Umsatzsteuergesetz) for orders with a value of EUR 5,000.00 or more, to which the reverse charge system applies. Under the reverse charge system, the customer is liable for sales tax. The customer undertakes to follow the provider's specifications when classifying the goods in accordance with Section 13b (2) No. 10 UStG. A list of the items concerned can be sent to the customer for this purpose. Deliveries to customers from the European Union are tax-free if the requirements of the German Value Added Tax Act are met. If the customer fails to comply with their obligation to provide proof (so-called confirmation of arrival) of receipt of the goods or transport of the goods to a country of the European Union, the supplier is obliged to charge the customer German value added tax.
   • If, between the conclusion of the contract and delivery of the ordered goods, cost increases occur for which the supplier is not responsible and which were unforeseeable at the time of conclusion of the contract, in particular due to changes in market prices, material and raw material prices, which result in the supplier only being able to purchase the goods under less favorable economic conditions, the provider shall be entitled to adjust the agreed prices in line with the associated cost increases if the goods are not to be delivered until at least four months after the conclusion of the contract. If the increase in the price agreed with the customer is more than 20%, the customer may withdraw from the contract within one week of receiving notification from the provider with regard to the items affected by the increase.
   • The provider is entitled to make outstanding deliveries or provide outstanding services only against advance payment or security if the customer is working with the provider for the first time or if the customer's financial circumstances deteriorate significantly after conclusion of the contract, e.g., if insolvency proceedings are opened against the customer's assets or if a deterioration in the customer's financial circumstances becomes known after conclusion of the contract. This shall apply accordingly if the customer refuses to pay or fails to pay outstanding claims of the provider and the customer has no undisputed or legally established objections to the provider's claims.

6. payment terms
   • Unless otherwise agreed in writing, all invoices issued by the provider are payable immediately without deductions in the currency invoiced to the account specified by the provider.
   • If the customer defaults on a due payment, the provider is entitled to charge interest at a rate of 6 percentage points above the respective base rate plus a flat-rate default fee of EUR 40.00 for reasonable collection costs and attorney's fees from the due date and to demand immediate payment of all outstanding invoice amounts. The flat-rate late payment fee shall be offset against any damages owed, insofar as the damage is based on the costs of legal action. Furthermore, the provider shall not be obliged to make further deliveries under current delivery contracts.
   • The provider is entitled to first offset payments made by the customer against their oldest debt. If costs and interest have already been incurred, the provider is entitled to first offset the payment against the costs, then against the interest, and finally against the principal claim.

7. Offsetting, retention, assignment
   • The provider may offset any liabilities owed to the customer, e.g. from credit notes, against outstanding claims against the customer.
   • The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed, or have been recognized by the provider. The same applies to a right of retention on the part of the customer, unless the counterclaim is based on the same contractual relationship as the outstanding claims.
   • The assignment of any claims of the customer against the provider arising from this contractual relationship requires the written consent of the provider. The provider will only refuse its consent for legitimate reasons.

8. Delivery, deadlines, partial deliveries, partial services
   • All deliveries are made ex works (EXW Incoterms 2020).
   • The delivery periods and dates specified by the Supplier are estimated, non-binding periods and dates, and the Supplier is therefore not liable for any delays. Delivery periods and dates are only binding if the Supplier has expressly designated or confirmed them as binding in writing. Unless otherwise agreed, deliveries by the Supplier shall be deemed to have been made on time if the goods have been handed over to a carrier ex works by the Supplier or if the Supplier has notified the Customer that the goods are ready for shipment. This § 8.2 shall apply mutatis mutandis to performance periods and dates.
   • Agreed delivery or service deadlines are understood to be ex works from the supplier and do not commence before the customer has provided all necessary documents, approvals, and releases, and in no case before receipt of an agreed down payment or advance payment. If these conditions are not met, delivery and service deadlines shall be extended accordingly, unless the supplier is responsible for the delay.
   • Compliance with agreed delivery and service deadlines and dates is subject to the provider receiving timely and correct delivery from its own suppliers.
   • If, for reasons beyond its control, the supplier does not receive deliveries or services from manufacturers, upstream suppliers, or subcontractors despite proper congruent procurement, or if these are incorrect or late, or if events of force majeure occur, the supplier shall inform the customer in writing in good time. In this case, the supplier shall be entitled to postpone the delivery or service for the duration of the hindrance or, if the hindrance to performance lasts longer than 2 months, to withdraw from the contract with regard to the part not yet fulfilled, provided that it has fulfilled its above obligation to inform. Force majeure is the occurrence of an event or circumstance beyond the control of the provider, as a result of which the provider is prevented from fulfilling one or more of its contractual obligations. These events and circumstances include, but are not limited to, war, terrorism, trade restrictions, epidemics, natural disasters, and strikes.
   • The customer shall be in default of acceptance if they do not accept the delivery or service offered to them by the supplier. From the time of default of acceptance, the supplier may charge a flat-rate fee for storage costs. Without special proof, this shall amount to 0.5% of the purchase price for each week or part thereof and shall be limited to 5% of the purchase price. The customer is free to provide evidence that no, lower, or higher storage costs were incurred in connection with the customer's default of acceptance. Any further claims remain unaffected by this.
   • At the request of the supplier, the customer is obliged to declare within a reasonable period of time whether they will withdraw from the contract due to the delay in delivery or service or insist on delivery or service.
   • Partial deliveries or partial services are permissible if the partial delivery or partial service is usable for the customer within the scope of the contractual purpose, the delivery of the remaining ordered goods or the outstanding partial service is ensured, and the customer does not incur any significant additional expenses or costs as a result.
   • The supplier reserves the right to deliver more or less than the agreed quantity for technical reasons relating to production or shipping.

9. Transfer of risk/shipping
   • The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover of the goods to the forwarding agent, carrier, or other person designated to carry out the shipment ex works of the supplier. This also applies if partial deliveries are made, the supplier takes over the export or installation, or a shipment free of freight or costs for the customer has been agreed. This also applies to deliveries to a consignment warehouse at the customer's premises.
   • At the customer's request and expense, the supplier will insure the goods against the usual transport risks by taking out transport insurance.
   • If delivery or shipment is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day on which the goods are ready for shipment and the supplier notifies the customer thereof.
   • If the provider selects the shipping method, shipping route, and/or shipping agent, the provider shall only be liable for intent or gross negligence in the relevant case.
   • The customer may not refuse to accept deliveries due to minor defects.
   • Insofar as the supplier is obliged under the Packaging Act to take back the packaging used for transport and/or sale, the customer shall bear the costs of return transport and the necessary costs of disposal or – where possible and deemed appropriate by the supplier – the necessary costs incurred for the reuse of the packaging. By placing an order, the customer confirms and undertakes to the supplier that any packaging that is not returned will be recycled in accordance with the Packaging Ordinance.

10. retention of title
    • The delivered goods remain the property of the supplier until all claims to which the supplier is entitled against the customer arising from the business relationship have been paid in full and without reservation.
    • The customer is obliged to treat the goods subject to retention of title with care. In particular, they are obliged to insure the goods at their own expense against fire, water, and theft damage at their replacement value. The customer hereby assigns all compensation claims from this insurance to the provider. The provider hereby accepts the assignment. Upon request, the customer must provide the provider with proof of insurance.
    • The customer is permitted to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to the supplier all claims arising from the resale of the goods, including all ancillary rights, irrespective of whether the goods are resold without or after processing. The supplier hereby accepts this assignment. If an assignment is not permissible, the customer shall immediately instruct the third-party debtor to make any payments only to the supplier. The customer is revocably authorized to collect the claims assigned to the supplier on a fiduciary basis for the supplier. The collected amounts shall be transferred to the supplier immediately. The provider may revoke the customer's collection authorization and the customer's right to resell if the customer does not properly meet their payment obligations to the provider, is in default of payment, suspends their payments, or if insolvency proceedings are initiated against the customer's assets. Any resale of the claims requires the prior consent of the provider. The customer's collection authority expires upon notification of the assignment to the third-party debtor. In the event of revocation of the collection authority, the provider may demand that the customer disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors of the assignment.
    • The customer is not entitled to pledge the goods subject to retention of title, to assign them as security, or to take any other action that jeopardizes the provider's ownership. In the event of seizures or other interventions by third parties, the customer must notify the supplier immediately in writing and provide all necessary information, inform the third party of the supplier's property rights, and cooperate with the supplier's measures to protect the goods subject to retention of title. The customer shall bear all costs for which they are responsible that are incurred in order to remove the seizure and to recover the goods.
    • In the event of default of payment by the customer, the provider is entitled, without prejudice to its other rights, to withdraw from the contract or to terminate the contract (in the case of continuing obligations). The customer must immediately grant the provider or a third party commissioned by the provider access to the goods subject to retention of title, surrender them, and inform the provider of their location.
    • The processing or transformation of the goods subject to retention of title by the customer shall always be carried out on behalf of the supplier. The customer's expectant right to the goods subject to retention of title shall continue to apply to the processed or transformed items. If the goods are processed, combined, or mixed with other items not belonging to the supplier, the supplier shall acquire co-ownership of the new items in proportion to the value of the delivered goods to the other processed items at the time of processing. The customer shall store the new items for the supplier. The same provisions shall apply to the items created by processing or transformation as to the goods subject to retention of title.
    • At the customer's request, the supplier is obliged to release the securities to which it is entitled to the extent that the realizable value of the securities, taking into account customary bank valuation discounts, exceeds the supplier's claims from the business relationship with the customer by more than 20%. The supplier has the choice between different security interests when releasing securities.
    • For deliveries of goods to other jurisdictions in which the retention of title provisions in Sections 10.1 to 10.7 do not have the same security effect as in the Federal Republic of Germany, the customer shall grant the supplier a corresponding security interest. If further declarations or actions are necessary for this purpose, the customer shall make these declarations and cooperate in all measures necessary for the effectiveness and enforceability of such security rights.

11. Product quality and intended use
    • The agreed quality of the goods shall be based exclusively on the information regarding specifications, shelf life, and use contained in the respective manufacturer's data sheets. Other information, requirements, and specifications shall not form part of a quality agreement unless the supplier expressly agrees to their validity as a quality agreement.
    • Deviations within recognized manufacturing tolerances do not constitute a material defect.
    • The delivered goods may only be used for the approved purposes and applications recommended by the respective manufacturer in the respective product specification or manufacturer's data sheet ("intended use"). If the customer requires the goods for other purposes and uses, they must ensure their specific suitability and compliance with all relevant technical, legal, or official regulations at their own expense and responsibility and check this before the planned use. The customer may only invoke a use intended by them and not provided for in the manufacturer's data sheet if this has been agreed in writing with the supplier.
    • The intended use does not include, in particular, the use of the goods in life-sustaining or life-supporting medical devices, in military systems, in nuclear facilities, in aerospace technology, in combustion control systems, in safety equipment, and in devices or systems in which a failure or malfunction of the goods could reasonably be expected to result in injury to life, body or health or to exceptionally high property damage and/or financial loss ("Reserved Purposes"), unless the use of the goods for such Reserved Purposes is expressly confirmed in writing by the respective manufacturer or supplier. If the customer nevertheless uses goods without such express written confirmation in a manner not intended or for reserved purposes, such use shall be at the sole responsibility and risk of the customer. The same shall apply if the customer uses goods in violation of German, US, or other applicable national EU or international foreign trade regulations, embargoes, or other sanctions.
    • The supplier accepts no liability for expenses and damage resulting from improper, unsuitable, or inappropriate handling or use, faulty assembly or treatment, chemical, electrochemical, thermal, mechanical, or electrical influences, or for reserved purposes without prior express written confirmation. The customer undertakes to indemnify the supplier against all third-party claims for personal injury and/or property damage provided that these expenses and damages are related to the improper, unsuitable, or inappropriate handling or use of the goods for purposes that are not recommended, not approved, prohibited, or reserved without the prior express consent of the respective manufacturer or the provider.
    • The customer is solely responsible for the suitability and safety of the goods for their application, unless otherwise expressly agreed in writing. Due to the wide range of possible uses, different requirements, and individual conditions of use, of which the supplier has no knowledge, the supplier cannot guarantee the suitability of the goods for a specific use unless it has expressly guaranteed their suitability for a specific use in writing. The customer is obliged to check the suitability of the goods for their intended use on their own responsibility. This applies equally to the analysis and review of information and recommendations provided by the supplier, as well as manufacturer's specifications for the intended use of the goods, for which the supplier does not guarantee the accuracy, nor does it guarantee that the goods do not contain any environmentally hazardous or prohibited substances above permissible limits.
    • The supplier does not provide any guarantee, in particular no guarantee for the composition, quality, or durability of the goods, unless this has been expressly agreed with the supplier in writing.
    • If the goods to be delivered are processed by the supplier on behalf of the customer, the provisions in §§ 11.1 to 11.8 shall apply accordingly. In this case, the supplier undertakes to process the goods carefully in accordance with the customer's written specifications without being responsible for any effects of the processing on the function and quality of the goods.

12. Inspection of goods, notice of defects
    • The customer's rights in respect of defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects with regard to the identity, completeness, and faultless condition of the goods. To this end, the customer must carefully inspect the delivered goods immediately upon receipt and before further use and notify the supplier in writing of any obvious defects and defects that are usually detectable during such an incoming inspection immediately upon receipt of the goods, stating the complaints and the nature of the defect as well as the affected production and delivery batches. The customer must also document hidden defects and any customer complaints relating to them immediately after their discovery and notify the supplier in writing. The notification shall be deemed to have been made immediately if it is made within three working days at the latest, whereby the dispatch of the notification or complaint shall suffice to meet the deadline. If the customer fails to carry out the proper inspection and/or notification of defects with the required information in accordance with this provision, the supplier's liability for defects that have not been reported, or have not been reported properly or in a timely manner, is excluded.
    • When reporting defects, the customer must document any defects they have identified or that have been reported to them, specifying the location, date, and number of occurrences, and notify the provider of this in writing.
    • The customer shall immediately give the supplier the opportunity and the necessary time to examine complaints, customer complaints, and measures taken by the customer itself, by the upstream supplier, or by other third parties. To this end, the customer shall provide the supplier with the goods complained about, its affected products, test reports prepared in this regard, customer complaints, and service reports.
    • If the goods are delivered by the supplier in batches that allow for a statistical incoming quality inspection in accordance with the usual principles, at least this inspection must be carried out as an incoming inspection. The inspection conditions and criteria specified in the relevant standard terms and conditions apply here.
    • Claims for reimbursement of costs or expenses resulting from the fact that the processing or treatment of the goods was not discontinued immediately after knowledge or grossly negligent ignorance of the defects, or that the customer did not exclude the mixing of the goods with goods from other sources or delivery times, are excluded.

13. claims for defects
    • If a defect is present at the time of delivery or, in the case of work performed by the supplier, at the time of acceptance, and the customer has given timely notice of the defect and requested subsequent performance, the supplier shall be entitled, at its own discretion and within a reasonable period of time, to first remedy the defect or deliver goods free of defects. The provider's right to refuse subsequent performance under the statutory conditions remains unaffected.
    • Returns of defective goods to the supplier for the purpose of subsequent performance may only be made with prior written consent in accordance with the supplier's existing rules (complaints process). The supplier may at any time demand the return of goods complained about by the customer; this also applies to goods removed from the customer's products, stating the place and date of removal as well as the type and serial numbers of the customer's products. The risk of accidental loss or accidental deterioration of the goods shall only pass to the supplier at the time of handover to the supplier. The supplier is entitled to reject returns of goods without a previously assigned complaint number.
    • If the supplier is unwilling or unable to remedy the defect within a reasonable period of time, the customer may, at his discretion, withdraw from the contract or reduce the purchase price. The same applies if the remedy repeatedly fails or is unreasonable for the supplier. There is no right of withdrawal in the case of an insignificant defect. The customer may not assign claims for defects.
    • The following applies to any claims for reimbursement of expenses by the customer within the scope of subsequent performance: Expenses incurred by the customer are not necessary if they exceed the market standard or have increased because the customer has not made use of a subsequent performance offered to them by the supplier, or because the goods have been moved by the customer to a location other than the delivery address after delivery by the supplier, unless the goods were intended to be moved due to their nature. The same applies to expenses that are increased by the customer granting its customers rights or payments that go beyond the statutory rights in respect of defects without any existing contractual obligation, or by the customer not asserting or waiving justified objections or defenses.
    • A claim for payment of removal and installation costs requires that the customer has notified the supplier in advance in writing of the removal and installation measures he intends to carry out and has requested the supplier to remedy the defect. Costs incurred by the customer for unauthorized rectification of defects are excluded, unless the customer is at risk of significant damage that can be prevented by immediate removal. The customer is not entitled to demand an advance payment for removal and installation costs.
    • If the removal of the goods and/or installation of the goods or replacement goods is only possible at disproportionate cost, whereby the value of the goods in a defect-free condition and the significance of the defect must be taken into account in particular, and the supplier is not responsible for the delivery of defective goods, he shall only bear the associated expenses up to twice the order value of the goods delivery in question.
    • In the event of a cross-border resale of the purchased item by the customer, any increased expenses incurred in connection with subsequent performance shall not be borne by the supplier.
    • If a request for rectification of defects and an associated claim for defects by the customer proves to be unjustified, which the customer could have easily recognized upon notification by the provider and after careful examination, the provider may demand reimbursement of the costs incurred as a result.
    • Recourse claims by the customer within the meaning of Section 445a of the German Civil Code (BGB) for reimbursement of expenses incurred in subsequent performance in relation to its customers are excluded, provided that the supplier is not at fault and the last contract in the supply chain of the goods in question is not a consumer goods purchase within the meaning of Section 474 BGB.
    • Claims for defects by the customer are excluded if he is aware of the defect in the goods or services at the time of conclusion of the contract or when calling off the goods concerned, or if he remained unaware of it due to gross negligence. Claims for defects are also excluded in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, or due to special external influences that are not assumed under the contract, as well as in the case of non-reproducible software errors. If the customer or third parties carry out improper modifications, installation/removal, or repair work, there shall also be no claims for defects for these and the resulting consequences.
    • Claims by the customer for payment of removal and installation costs are also excluded if the customer is aware of the defect in the goods upon acceptance, resale, processing, or installation, or if the customer remained unaware of the defect due to gross negligence. The exclusion of liability in cases of gross negligence does not apply in cases of malice or a quality guarantee by the supplier. Gross negligence shall also be deemed to exist in particular if the customer fails to carry out reasonable inspections in the ordinary course of business or, after repeated complaints about the goods, fails to arrange for additional inspections without delay and to immediately cease the sale or processing of the goods.
    • The customer's warranty claims shall lapse if the customer attempts to repair defective goods themselves or through third parties without prior written notification to the supplier, or otherwise processes, modifies, damages, or destroys them, and if this makes it impossible or unreasonably difficult for the supplier to repair the goods or provide evidence of their condition at the time of transfer of risk.
    • A statement by the provider regarding a complaint by the customer shall not be deemed an acknowledgment or entry into negotiations regarding a claim, unless the provider expressly declares this. This applies in particular if the customer has not asserted a claim in writing or if the provider rejects the customer's claims.
    • Claims for damages by the customer due to a material defect are excluded. This does not apply if expressly stipulated otherwise in this § 13, or in the event of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, limb, or health, and in the event of an intentional or grossly negligent breach of duty by the provider. The above provisions do not imply a change in the burden of proof to the detriment of the customer.

14. Other claims for damages and reimbursement of expenses
    • Unless otherwise specified in these AVB-U or expressly agreed between the parties, the provider's liability, regardless of the legal basis, is excluded.
    • The provider shall be liable without limitation for damages resulting from the breach of a warranty or from injury to life, limb, or health. The same applies to intent and gross negligence, as well as within the scope of the provider's mandatory legal liability for product defects (in particular under the Product Liability Act) and liability for fraudulent concealment of defects.
    • In cases of simple negligence, the provider shall only be liable, regardless of the legal basis, for breaches of essential contractual obligations arising from the nature of the contract, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer regularly relies and may rely, limited to the foreseeable, typically occurring damage.
    • The provider's liability for simple negligence is limited to a maximum of EUR 100,000.00 per claim and, in the event of a delay in delivery by the provider, to a maximum of EUR 50,000.00.
    • The exclusions and limitations of liability set out in this Section 14 apply to the same extent in favor of the provider's organs, legal representatives, employees, and other vicarious agents.

15. product liability
    • The customer shall not modify the goods; in particular, they shall not modify or remove any existing warnings about the dangers of improper use of the goods. In the event of a breach of this obligation, the customer shall indemnify the provider internally against product liability claims by third parties, insofar as the customer is responsible for the error giving rise to liability.
    • If the supplier is prompted to issue a product recall or warning due to a product defect, the customer shall support the supplier and take all reasonable measures ordered by the supplier. The customer shall provide the supplier with all documents relating to the production, delivery, and complaint regarding the goods. The customer is obliged to bear the costs of the product recall or warning if they are responsible for the product defect and the damage incurred. Further claims by the supplier remain unaffected.
    • The customer shall immediately inform the supplier in writing of any risks that become known to them in connection with the use of the goods and of any possible product defects or product failures in each individual case.

16. Industrial property rights and copyrights; software
    • The goods may be subject to patent, trademark, copyright, design, and other third-party rights (collectively, "property rights"). Unless otherwise agreed, the supplier is only obligated to deliver the goods in the supplier's country without infringing any property rights.
    • If a third party asserts claims against the customer for infringement of property rights by deliveries or services provided by the supplier and used in accordance with the contract, the supplier shall only be liable in accordance with the following provisions:
      • At its discretion and at its own expense, the provider shall either obtain a right of use for the affected deliveries or services, modify them so that third-party property rights are not infringed, or replace them. If this is not possible for the provider under reasonable conditions, the customer shall be entitled to the statutory rights of reduction or withdrawal.
      • Claims for damages against the provider are governed by § 14.
      • The aforementioned obligations of the provider shall only apply if the customer immediately notifies the provider in writing of any claims asserted by third parties, does not acknowledge any infringement, and reserves all defense measures and settlement negotiations for the provider. If the customer ceases to use the goods or services for reasons of damage mitigation or other important reasons, they are obliged to inform the third party that the cessation of use does not constitute an acknowledgment of an infringement of property rights.
      • Claims by the customer are excluded if the provider is not responsible for the infringement of property rights.
      • Claims by the customer are also excluded if the infringement of property rights is caused by special specifications of the customer, by improper use, or by the fact that the delivery or service is modified by the customer or used together with goods not supplied by the provider.
      • In all other respects, the provisions of Sections 12 and 13 shall apply.
    • Insofar as the scope of delivery includes software or intellectual property of the supplier, the customer is granted a non-exclusive right to use the delivered software or intellectual property, including its documentation, within the scope of the intended use of the goods and, if applicable, the corresponding license conditions. Use of the software or intellectual property on more than one system is prohibited.
    • The customer may only reproduce, transfer, or translate the software or intellectual property to the extent permitted by law (Sections 69a et seq. of the Copyright Act). The customer undertakes not to remove or alter manufacturer information—in particular copyright notices—without the express consent of the provider or upstream supplier.

17. export control
    • The delivered goods are intended to remain in the country of delivery agreed with the customer. Goods subject to embargo regulations may not be exported from the country of delivery by the customer. The same applies to services provided by the supplier.
    • The fulfillment of contractual obligations is subject to the proviso that there are no obstacles due to German, US, or other applicable national, EU, or international foreign trade regulations, embargoes, or sanctions. The customer is responsible for complying with export control regulations. In particular, the customer is obliged to provide all information and documents and to obtain permits, licenses, approvals, and clearances at their own expense that are required for export, transfer, or import. The customer undertakes not to export the goods, either directly or indirectly, to a country to which export is prohibited. The refusal of an export license does not entitle the customer to withdraw from the contract or to claim damages. The provisions apply accordingly to services provided by the supplier.
    • The customer shall be liable to the provider for all damages arising from his culpable failure to comply with the provisions set out in § 17 and shall indemnify the provider against any claims by third parties.

18. disposal

Where required by law, the customer is obliged to dispose of goods that fall under the ElektroG, BatterieG or Packaging Act in accordance with all legal provisions and on their own responsibility. The customer shall assume all associated payment and notification obligations, insofar as this is legally possible, and shall impose the above obligations on their customers accordingly.

19. customs duties
    • If the supplier has to pay new, additional, or changed customs duties, levies, or comparable costs directly in relation to the customer or indirectly in relation to the customer's goods vis-à-vis its supplier, which were not foreseeable by the provider in the price calculation in connection with the goods purchased under these GTC-U at the time of order confirmation to the customer and were therefore not taken into account accordingly, the provider may, if more than 4 months elapse between the conclusion of the contract and delivery or performance, at its discretion either:

• adjust the price stated in the order confirmation to the customer by an amount equal to the change in customs duties, taxes, or comparable costs without charging the supplier any additional profit; or
• In the event of an unreasonable increase or new introduction of customs duties, taxes, or comparable costs for the provider, the provider shall refund any amounts already paid by the customer in connection with an affected order and cancel the order without such cancellation giving rise to any liability on the part of the provider, subject to § 14.
  • In the event of a price adjustment pursuant to Section 19.1 (i), the supplier is obliged to take cost increases into account only if they are offset by corresponding cost reductions in customs duties, taxes, or comparable costs, and to balance such cost increases and reductions. If the increase exceeds 15% compared to the purchase price originally agreed with the customer, the customer may withdraw from the contract.

20. data protection
    • The provider and customer (collectively referred to as the "contractual partners") undertake to comply with the relevant data protection regulations, in particular the provisions of the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG), when providing the contractual services.
    • The contracting parties undertake to take technical and organizational measures to the extent provided for by the relevant data protection regulations in order to maintain the confidentiality, availability, integrity, and authenticity of the personal data provided by the respective contracting party.
    • The contracting parties undertake to use only employees who have been familiarized with the statutory provisions on data protection and the specific data protection requirements of this business relationship by means of appropriate measures and who, unless they are already subject to appropriate statutory confidentiality obligations, have been comprehensively bound in writing to confidentiality (data secrecy) for the performance of the contractual services. The obligation to maintain data secrecy must be undertaken at the latest before the employee first commences work and must be proven upon request. The contracting parties shall ensure that data secrecy continues to apply even after the contractual relationship between the contracting party and its employees has ended. In addition, the contracting parties shall ensure that only those persons who are actually necessary for the performance of the assigned tasks are employed (need-to-know principle).
    • If the provider collects, processes, or uses personal data by way of order processing within the meaning of Art. 28 GDPR, the contracting parties shall conclude the corresponding order processing agreement in accordance with Art. 28 GDPR. In the event of contradictions between the provisions in this paragraph and any order processing agreement, the latter shall take precedence over the former.

21. Final provisions
    • The transfer of rights and obligations of the customer to third parties is only effective vis-à-vis the provider with the written consent of the provider.
    • The place of jurisdiction for all disputes arising from the contractual relationship is the registered office of the provider. The provider is also entitled to bring legal action at the customer's place of business or at any other permissible place of jurisdiction. Furthermore, the provider has the right to appeal to the arbitration court at the Chamber of Industry and Commerce (IHK) in Bielefeld as the plaintiff. In this case, the arbitration tribunal shall decide the legal dispute definitively in accordance with the Rules of Arbitration of the German Institution of Arbitration (DIS), excluding the ordinary courts of law. The number of arbitrators shall be three (3) for a dispute value of more than EUR 50,000.00, otherwise one (1) sole arbitrator shall decide. If the arbitral tribunal consists of three arbitrators, the provider and the customer shall each appoint one (1) arbitrator. The third arbitrator or the single arbitrator shall be appointed by the president of the Stuttgart Chamber of Industry and Commerce and shall act as chairman of the arbitral tribunal. The initiation of court dunning proceedings by the provider does not constitute an exercise of the right of choice and is permissible in any case.
    • The contractual relationship, including its interpretation and implementation, shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and international private law.
    • The place of performance for delivery and subsequent performance is the registered office of the supplier. The supplier is also entitled to perform subsequent performance and rectification at the customer's registered office.
    • Should any provision of these AVB-U be or become invalid or unenforceable in whole or in part, or should there be a gap in these AVB-U, this shall not affect the validity of the remaining provisions. In its place, the valid or enforceable provision that most closely approximates the purpose of the invalid or unenforceable provision shall be deemed to have been agreed; the same shall apply if a matter requiring regulation is not expressly regulated.