General Terms and Conditions of Bürstenhaus Redecker GmbH

§ 1 Scope of application, form

(1) The following General Terms and Conditions (GTC) shall apply to all business relationships of Bürstenhaus Redecker GmbH, Bockhorster Landweg 19, 337754 Versmold (hereinafter referred to as Redecker) with its customers ("buyers"). They shall only apply if the purchaser is an entrepreneur (§ 14 BGB [German Civil Code]), a legal entity under public law or a special fund under public law.

(2) The GTC shall apply in particular to contracts for the sale and/or delivery of movable goods ("goods"), irrespective of whether Redecker manufactures the goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTC in the version valid at the time of the buyer's order or in any case in the version last communicated to the buyer in text form shall also apply as a framework agreement for similar future contracts without Redecker having to refer to them again in each individual case.

(3) Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the purchaser shall only become part of the contract if and to the extent that Redecker has expressly consented to their application. This requirement of consent shall apply in any case, for example even if the purchaser refers to its GTC in the context of the order and Redecker does not expressly object to them.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in Redecker's order confirmation shall take precedence over the GTC.

(5) Legally relevant declarations and notifications of the purchaser with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) shall be made in writing. Written form within the meaning of these GTC includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.

(6) 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 GTC.

§2 Subject matter of the contract and conclusion of the contract

(1)Redecker's offers are subject to change and non-binding. This shall also apply if Redecker has provided the purchaser with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which Redecker reserves ownership rights and copyrights.

(2) The order of the goods by the purchaser shall be deemed a binding contractual offer. Unless otherwise stated in the order, Redecker shall be entitled to accept this contractual offer within 1 week of its receipt.

(3) Redecker shall send the purchaser a confirmation of receipt of the offer immediately upon receipt of the offer, which shall not constitute acceptance of the offer. A contract shall only be concluded when Redecker accepts the purchaser's order by means of a declaration of acceptance (e.g. by order confirmation) or by delivery of the ordered goods.

(4) Redecker can only consider orders with a minimum order value of €150 or more. For first-time orders or orders outside the Federal Republic of Germany, the minimum order value is €250, outside the EU €350.

(5) If delivery of the goods ordered by the purchaser is not possible, for example because the respective goods are not in stock, Redecker shall refrain from issuing a declaration of acceptance. In this case, a contract shall not be concluded. Redecker shall inform the purchaser of this immediately.

(6) Quantity deviations of up to 20% are possible in the case of custom-made products.

§3 Delivery period and delay in delivery

(1) The delivery period shall be agreed individually or specified by Redecker upon acceptance of the order. If this is not the case, the delivery period shall be 2 weeks from conclusion of the contract.

(2) If Redecker is unable to meet binding delivery deadlines for reasons for which Redecker is not responsible (non-availability of the service), Redecker shall inform the purchaser thereof without undue delay and at the same time notify the purchaser of the expected new delivery deadline. If the service is not available within the new delivery period either, Redecker shall be entitled to withdraw from the contract in whole or in part; Redecker shall immediately reimburse any consideration already paid by the purchaser. Non-availability of the service shall be deemed to exist, for example, in the event of late delivery by the supplier, if Redecker has concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if Redecker is not obligated to procure in the individual case.

(3) The occurrence of a delay in delivery by Redecker shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the purchaser shall be required. If Redecker is in default of delivery, the purchaser may demand lump-sum compensation for the damage caused by the default. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but shall not exceed a total of 5% of the delivery value of the goods delivered late. Redecker reserves the right to prove that the buyer has not suffered any damage at all or only significantly less damage than the aforementioned lump sum.

(4) The rights of the buyer pursuant to § 8 of these GTC and the statutory 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), shall remain unaffected.

§ 4 Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be ex warehouse, which is also the place of performance for the delivery and any subsequent performance. At the Buyer's request and expense, the goods shall be shipped to another destination (sale by dispatch). Unless otherwise agreed, Redecker shall be entitled to determine the type of shipment (in particular transportation company, shipping route, packaging) itself.

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer upon handover at the latest. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly to any agreed acceptance. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(3) If the purchaser is in default of acceptance, fails to cooperate or if the delivery is delayed for other reasons for which the purchaser is responsible, Redecker shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).

§ 5 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, Redecker's prices valid at the time of the conclusion of the contract according to the price list shall apply, ex works, plus statutory VAT, packaging and shipping costs.

(2) Subject to deviating contractual provisions, Redecker shall invoice its services immediately after performance.

(3) In the case of initial orders, the goods shall only be delivered after receipt of the purchase price plus shipping costs (advance payment).

(4) The purchaser shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular in accordance with § 7 para. 5 sentence 2 of these GTC.

(5) If it becomes apparent after conclusion of the contract (e.g. by filing for insolvency proceedings) that Redecker's claim to the purchase price is jeopardized by the purchaser's inability to pay, Redecker shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to rescind the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), Redecker may declare its withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

§ Section 6 Retention of title

(1) Redecker shall retain title to the goods sold until full payment of all current and future claims of Redecker arising from the purchase contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The purchaser shall notify Redecker immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties seize the goods belonging to Redecker (e.g. by way of attachment).

(3) In the event of breach of contract by the purchaser, in particular in the event of non-payment of the purchase price due, Redecker shall be entitled to rescind the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not at the same time include the declaration of rescission; Redecker shall rather be entitled to demand only the return of the goods and to reserve the right to rescind the contract. If the purchaser does not pay the purchase price due, Redecker may only assert these rights if Redecker has previously set the purchaser a reasonable deadline for payment without success or if such setting of a deadline is dispensable under the statutory provisions.

(4) Until revocation pursuant to (c) below, the purchaser shall be authorized 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.

(a) The retention of title shall extend to the full value of the products created by processing, mixing or combining Redecker's goods, whereby Redecker shall be deemed the manufacturer. If, in the event of processing, mixing or combination with goods of third parties, their right of ownership remains, Redecker 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.

(b) The purchaser hereby assigns to Redecker by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of Redecker's possible co-ownership share pursuant to the preceding paragraph. Redecker accepts the assignment. The obligations of the purchaser stated in para. 2 shall also apply with regard to the assigned claims.

(c) The purchaser shall remain authorized to collect the claim in addition to Redecker. Redecker undertakes not to collect the claim as long as the purchaser meets his payment obligations towards Redecker, there is no deficiency in his ability to pay and Redecker does not assert the retention of title by exercising a right pursuant to para. 3. If this is the case, however, Redecker may demand that the purchaser discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment. In this case, Redecker shall also be entitled to revoke the purchaser's authorization to resell and process the goods subject to retention of title.

(d) If the realizable value of the securities exceeds Redecker's claims by more than 10%, Redecker shall release securities of its choice at the buyer's request.

§ 7 Claims for defects of the purchaser

(1) The statutory provisions shall apply to the rights of the purchaser in the event of material defects and defects of title (including wrong and short delivery as well as improper assembly/installation or defective instructions), unless otherwise stipulated below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB) and the rights of the Buyer arising from separately issued guarantees, in particular on the part of the manufacturer, shall remain unaffected.

(2) The basis of Redecker's liability for defects shall above all be the agreement reached on the quality and the presumed use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications which are the subject matter of the individual contract or which were publicly announced by Redecker (in particular in catalogs or on its Internet homepage) at the time of the conclusion of the contract shall be deemed to be an agreement on quality in this sense. Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (Section 434 (3) BGB). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the label of the goods, shall take precedence over statements made by other third parties.

(3) Redecker shall generally not be liable for defects of which the purchaser was aware at the time of conclusion of the contract or of which he was not aware due to gross negligence (§ 442 BGB). Furthermore, the buyer's claims for defects require that he has complied with his statutory duties of inspection and notification (§§ 377, 381 HGB). In the case of building materials and other goods intended for installation or other further processing, an inspection must always be carried out immediately prior to processing. If a defect becomes apparent upon delivery, inspection or at any later point in time, Redecker shall be notified thereof in writing without delay. In any case, obvious defects must be reported in writing within 7 working days of delivery and defects not recognizable during the inspection within the same period of time from discovery. If the purchaser fails to properly inspect the goods and/or report defects, Redecker's liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for assembly, mounting or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of the breach of one of these obligations; in this case, the purchaser shall in particular have no claims for reimbursement of corresponding costs ("removal and installation costs").

(4) If the delivered item is defective, Redecker may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). If the type of subsequent performance chosen by Redecker is unreasonable for the purchaser in the individual case, the purchaser may reject it. Redecker's right to refuse subsequent performance under the statutory conditions shall remain unaffected.

(5) Redecker shall be entitled to make the subsequent performance owed dependent on the purchaser paying the purchase price due. However, the purchaser shall be entitled to retain a reasonable portion of the purchase price in proportion to the defect.

(6) The purchaser shall give Redecker the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the purchaser shall return the defective item at Redecker's request in accordance with the statutory provisions; however, the purchaser shall not be entitled to return the item. Subsequent performance shall neither include the disassembly, removal or disassembly of the defective item nor the assembly, attachment or installation of a defect-free item if Redecker was not originally obliged to perform these services; claims of the purchaser for reimbursement of corresponding costs ("disassembly and installation costs") shall remain unaffected.

(7) Redecker shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions and these GTC, if a defect actually exists. Otherwise, Redecker may demand reimbursement from the purchaser for the costs arising from the unjustified request to remedy the defect if the purchaser knew or could have recognized that there was no actual defect

(8) If a reasonable deadline to be set by the purchaser for subsequent performance has expired without success or is dispensable according to the statutory provisions, the purchaser may withdraw from the purchase contract or reduce the purchase price according to the statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal.

(9) Claims of the Buyer for reimbursement of expenses pursuant to § 445a para. 1 BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 para. 5, 327u BGB). Claims of the buyer for damages or reimbursement of futile expenses (§ 284 BGB) shall only exist in accordance with the following §§ 8 and 9, even if the goods are defective.

§ 8 Other liability

(1) Unless otherwise provided for in these GTC including the following provisions, Redecker shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) Redecker shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the event of simple negligence, Redecker shall be liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, body or health,

b) for damages arising from the breach of a material contractual obligation (obligation whose fulfillment is essential for the proper performance of the contract and on whose compliance the contracting party regularly relies and may rely); in this case, however, Redecker's liability shall be limited to compensation for foreseeable, typically occurring damages.

(3) The limitations of liability resulting from para. 2 shall also apply vis-à-vis third parties as well as in the event of breaches of duty by persons (also in their favor) whose fault Redecker is responsible for according to statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the buyer under the Product Liability Act.

(4) The purchaser may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if Redecker is responsible for the breach of duty. A free right of termination of the purchaser (in particular pursuant to §§ 650, 648 BGB) shall be excluded. Otherwise, the statutory requirements and legal consequences shall apply.

§ 9 Statute of limitations

(1) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year 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 shall be 5 years from delivery in accordance with the statutory regulation (§ 438 para. 1 no. 2 BGB). Further special statutory provisions on the statute of limitations (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall remain unaffected.

(3) The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Buyer's claims for damages pursuant to § 8 para. 2 sentence 1 and sentence 2 (a) and pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

§ 10 Choice of law and place of jurisdiction

(1) These GTC and the contractual relationship between Redecker and the purchaser shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the purchaser 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 - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Redecker's registered office in Versmold. The same shall apply if the purchaser is an entrepreneur within the meaning of § 14 BGB. In all cases, however, Redecker shall also be entitled to bring an action at the place of performance of the delivery obligation pursuant to these GTC or an overriding individual agreement or at the general place of jurisdiction of the purchaser. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.

(3) The contract shall remain binding in its remaining parts even if individual points are legally invalid. The ineffective points shall be replaced by the statutory provisions, if any. However, if this would constitute an unreasonable hardship for one of the contracting parties, the contract as a whole shall become invalid.