General Terms and Conditions - Air-Fresh-Service Industriefilter GmbH

1. Conclusion of Contract
2. Pricing
3. Terms of Payment
4. Delivery Times
5. Shipping
6. Warranty
7. Retention of Title
8. General

1. Conclusion of Contract
All our deliveries and services – including future ones – are subject exclusively to the following terms and conditions. The buyer's terms and conditions of purchase are hereby expressly rejected. They will not be recognized even if we do not expressly object to them again after receiving them. Our General Terms and Conditions of Delivery and Payment are deemed accepted no later than upon receipt of the goods and services delivered by us. All information in catalogs, dimension sheets, and offers is approximate only. The costs for preparing offers, cost estimates, and plans will be charged. These charges may be waived upon placement of an order. All offers, whether oral or written, are non-binding and do not obligate us to deliver. Agreements made with representatives are binding for the buyer, but only for the supplier upon written confirmation.

2. Pricing
Our prices are stated in the order confirmation. They are generally ex works, excluding packaging and customs duties (for international orders). If, between the conclusion of the contract and delivery or performance, the prices of our suppliers, our costs (e.g., freight increases, wage and raw material price increases, etc.), or our taxes increase, the price will be adjusted accordingly, unless the price has been expressly confirmed as a fixed price. Value-added tax (VAT) will be invoiced separately in accordance with the applicable legal regulations. Any increases in the VAT rate between the order and delivery will be borne by the buyer.

3. Payment Terms
Invoices are payable immediately, free of postage and other charges. If the payment deadline is exceeded, interest and fees will be charged according to the respective bank rates for overdrafts from the due date, but at least at an interest rate of 5% above the respective discount rate of the German Federal Bank, plus applicable VAT. All our claims become due immediately if the payment terms are not met or if we become aware of circumstances that, in our opinion, are likely to impair the buyer's creditworthiness. In such cases, we are also entitled to execute any outstanding deliveries only against prepayment and, after a reasonable grace period, to withdraw from the contract or claim damages for non-performance. We may also prohibit the resale and processing of the delivered goods and demand their return or the transfer of indirect possession of the delivered goods at the buyer's expense. The buyer hereby authorizes us, in the aforementioned cases, to enter the buyer's premises and remove the delivered goods. If an invoice amount due remains unpaid despite two reminders, all other outstanding invoice amounts also become due immediately, even if the agreed payment term has not yet expired. In the event of legal action, an extraordinary or judicial settlement, or the commencement of insolvency proceedings against the assets, any discounts, bonuses, and rebates granted on unpaid invoices are forfeited. The withholding of payments by the buyer due to any counterclaims is not permitted.

4. Delivery Times
Orders received are only considered accepted upon our written confirmation. The
customer fully accepts the received order confirmation in all its details, as well as the
delivery and payment terms printed on the reverse side. Delivery times and
dates are always approximate. Delivery times begin on the date of our
order confirmation, but not after all details of the order have been fully clarified.

Delivery times and dates refer to the time of dispatch. They are considered met upon notification of readiness for shipment, even if the goods cannot be dispatched on time through no fault of ours or our supplier's. Delivery times are extended – without prejudice to our rights arising from the buyer's default – by the period during which the buyer is in default with its obligations to us under this or other contracts. This applies accordingly to delivery dates. The above provisions also apply if delivery times or dates have been expressly agreed upon as fixed. If the buyer defaults, they may, after the expiry of a reasonable grace period set by the buyer, withdraw from the contract to the extent that the goods have not been reported as ready for shipment by the end of the grace period. In the case of partial deliveries, the buyer may not assert any rights with respect to the remaining partial quantities. Claims for damages are excluded in the event of a delay in delivery. Events of force majeure entitle us to postpone delivery for the duration of the impediment and a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion. Force majeure includes strikes, lockouts, and other circumstances that significantly impede or render delivery impossible, regardless of whether they occur at our company, at our suppliers, or at one of our sub-suppliers. The buyer may request a statement from us as to whether we intend to withdraw from the contract or deliver within a reasonable period. If we fail to respond, the buyer may withdraw from the contract.

5. Shipping
Sales are generally ex works. Material reported as ready for shipment must be collected from us immediately,
but no later than within 5 days. Otherwise, we are entitled to ship the material at our own discretion. If the loading or transport of the goods is delayed for a reason beyond our control, we are entitled, but not obligated, without our agents,
at the buyer's expense and risk and without our liability, to store the goods at our discretion, take all measures deemed appropriate to preserve the goods, and invoice the goods as delivered. Shipping is always at the buyer's risk, even if carriage paid delivery has been agreed. Without specific shipping instructions, shipping will be arranged at our discretion,
but without obligation to use the cheapest shipping method. The seller assumes no responsibility for transport difficulties of any kind. Insurance against damage of any kind, delivery deadlines, etc., will only be taken out at the buyer's express request and at the buyer's expense. In the event of transport damage, the buyer must immediately arrange for a report to be filed with the relevant authorities. The risk passes to the buyer upon handover of the goods to the freight forwarder or carrier, but at the latest upon leaving the factory or warehouse. This also applies if delivery is made by our own vehicles.

6. Warranty
For defects in the goods, including the absence of warranted characteristics, we provide a warranty in accordance with the following provisions:

a) The decisive factor for the goods' conformity with the contract is the time of shipment.

b) After the buyer has carried out any agreed-upon acceptance of the goods, any claims for defects that are detectable during the agreed-upon type of acceptance are excluded.

c) Notices of defects from the buyer must be received by us in writing, by fax, or by telegram within 8 days of receipt of the goods. This also applies to complaints regarding quantity, dimensions, or weight. Defects that are not discovered within this period, even with the most careful inspection, must be reported immediately upon discovery, with any processing being stopped immediately, but no later than 3 months after receipt of the goods.

d) Our warranty covers proper operation, the use of flawless materials, and extends for 2 years after delivery. Warranty is excluded in cases of natural wear and tear, excessive stress, and improper installation.
e) Defects demonstrably attributable to faulty material or workmanship will be remedied by repair or, at our discretion, by free replacement of the defective parts. Further obligations of the supplier, in particular any claims for damages, are excluded.

f) If the buyer does not give us the opportunity to verify the defect, and in particular if, upon request, the buyer does not immediately provide the goods in question or samples thereof, all warranty claims are forfeited.

g) Warranty claims expire no later than one month after our written rejection of the notice of defect. For third-party products, the supplier's liability is limited to the assignment of the warranty claims to which it is entitled against the supplier of the third-party product.

7. Retention of Title
All delivered goods remain our property (reserved goods) until all claims – including future claims, in particular any outstanding balances – to which we are entitled, regardless of the legal basis, have been satisfied. This also applies if payments are made against specifically designated claims. The buyer is entitled to resell the delivered goods in the ordinary course of business. However, the buyer must maintain the supplier's retention of title vis-à-vis the respective customer. The buyer hereby assigns to the supplier all claims arising from the resale against the customer. The rights arising from the retention of title remain in effect until the supplier is fully released from any contingent liabilities incurred on behalf of the buyer. The assertion of the retention of title does not constitute a withdrawal from the contract. The buyer is not authorized to dispose of the goods subject to retention of title in any other way. Processing or transformation of the goods subject to retention of title is carried out for us as the manufacturer within the meaning of Section 950 of the German Civil Code (BGB), without creating any obligation for us. The processed goods are considered goods subject to retention of title as described above. In the event of processing, combining, or mixing the goods subject to retention of title with other goods by the buyer, we shall have co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title relative to the invoice value of the other goods used. If our ownership is extinguished by combining or mixing, the buyer hereby assigns to us the ownership rights to the new inventory or item to the extent of the invoice value of the goods subject to retention of title. The buyer shall hold these rights in trust for us free of charge. The resulting co-ownership rights shall be considered goods subject to retention of title within the meaning of the preceding provisions. The buyer's claims arising from the resale of the goods subject to retention of title are hereby assigned to us.

The buyer is entitled to collect the assigned claim in its own name, but on our behalf, as trustee. The amounts collected shall be used to settle our purchase price claim. However, our own right to collect remains unaffected by the buyer's authorization to collect. At our request, the buyer must name the debtors of the assigned claims and notify the debtors of the assignment, as well as provide us with the information and documents necessary for enforcement.

8. General
The place of performance for delivery and payment is 53804 Much. The place of jurisdiction for both contracting parties is Siegburg. We are also entitled to sue the buyer at their general place of jurisdiction and to file suit at the local court regardless of the value of the subject matter of the dispute.