GENERAL TERMS AND CONDITIONS

Terms and conditions of sale and delivery

Our terms of delivery apply exclusively for use in business transactions with entrepreneurs, legal entities under public law or special funds under public law.

I. Scope of application

1. the following agreements apply to all contracts concluded between the buyer and us. deviating terms and conditions of the buyer which we do not expressly recognise are not binding for us, even if we do not expressly object to them. the following terms and conditions of sale shall also apply if we execute the buyer's order without reservation in the knowledge of conflicting or deviating terms and conditions of the buyer.

2. our terms and conditions shall also apply in their respective version as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same buyer, without us having to refer to them again in each individual case and irrespective of whether we manufacture the goods ourselves or purchase them from a supplier.

3. individual agreements made with the buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these terms and conditions. subject to proof to the contrary, a written contract or our written confirmation (i.e. also in the following, in written or text form (e.g. letter, e-mail, fax)) shall be decisive for the content of such agreements.

4. 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.

II Offer and conclusion of contract

1. our offers are subject to change and non-binding, unless expressly marked as a binding offer. this also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, construction plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve ownership rights and copyrights. in particular, a contract is concluded at the earliest after complete technical clarification of the offer, in the case of installations and installations or superstructures at the earliest when it has been ensured that an installation or assembly environment to be set up or already existing by the buyer fulfils the technical requirements.

2. unless otherwise agreed, offers are valid for 4 weeks from the date of issue. the buyer's order is deemed to be a binding contractual offer. unless otherwise stated in the order, we are entitled to accept this contractual offer within two weeks of its receipt by us, either in writing or in text form by confirming the order or sending the desired delivery item.

III Terms of payment

1. unless otherwise agreed, our prices are ex works, including loading at the factory, plus the applicable statutory value added tax, which we will show separately in the invoice at the statutory rate.

2. costs for delivery, transport and packaging are not included in the purchase price and will be invoiced separately to the buyer, unless otherwise agreed.

3. a cash discount deduction is only permitted in the event of a special written agreement between us and the buyer. the purchase price is due for payment (without deduction) immediately upon receipt of the invoice by the buyer, unless the order confirmation specifies a different payment term. payment is only deemed to have been made when we can dispose of the amount.

4. if the delivery item is dispatched to a place other than the place of fulfilment (see V 1. of these terms and conditions of delivery) at the request of the buyer (sale to destination), the buyer shall bear the transport costs ex our works and the costs of any transport insurance requested by the buyer. any customs duties, fees, taxes and other public charges shall be borne by the buyer.

5. the buyer shall be in default upon expiry of the above payment period. interest shall be charged on the purchase price at the applicable statutory interest rate during the period of default. we reserve the right to assert further claims for damages caused by default. our claim to commercial maturity interest (§ 353 HGB) against merchants shall remain unaffected.

6. the buyer shall only be entitled to rights of set-off and retention insofar as his claim has been legally established or is undisputed. in the event of defects in the delivery, the buyer's right to retain a reasonable portion of the purchase price in proportion to the defect shall remain unaffected.

7. if it becomes apparent after conclusion of the contract that our claim to the purchase price is jeopardised by the Buyer's inability to pay (e.g. by an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 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 deadlines shall remain unaffected.

IV Delivery and performance time

1. delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information, unless a specific promise has been made or otherwise agreed individually. delivery periods shall only commence after complete clarification of all execution details and presuppose the timely and proper fulfilment of the buyer's obligations, in particular that all technical details have been clarified and the installation or assembly environment and the necessary technical requirements for installation have been fulfilled.

2. if we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this immediately and at the same time inform him of the expected new delivery deadline. if the service is also 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 provided by the buyer. a case of non-availability of the service in this sense is in particular the non-timely self-delivery by our supplier if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault or we are not obliged to procure in individual cases.

3. if the buyer does not fulfil contractual obligations - including cooperation or ancillary obligations - in particular opening a letter of credit, providing domestic or foreign certificates, making an advance payment or submitting a financing confirmation, checking design drawings or samples, disclosing all technical design information, creating the required installation or assembly environment, the technical installation environment or similar in good time, we shall be entitled to postpone our delivery times appropriately in accordance with the needs of our production process - without prejudice to our rights arising from the buyer's default.

4. the occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. in any case, however, a written reminder from the buyer is required.

5. the rights of the buyer VII. liability of these terms and conditions and our 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 fulfilment), shall remain unaffected.

6. in the event that a delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation, whereby we are responsible for the fault of our representatives or vicarious agents, we shall be liable in accordance with the statutory provisions with the proviso that in this case the liability for damages shall be limited to the foreseeable, typically occurring damage.

7. we shall only be entitled to make partial deliveries and render partial services if these are of interest to the buyer in accordance with the purpose of the contract and the buyer does not incur any significant additional expenses as a result.

8. if the buyer is in default of acceptance, we shall be entitled to demand compensation for the resulting damage and any additional expenses. the same shall apply if the buyer culpably violates obligations to cooperate. the risk of accidental deterioration and accidental loss shall pass to the buyer upon the occurrence of default of acceptance or debtor's delay.

V. Transfer of risk, dispatch, packaging, acceptance, default of acceptance

1. delivery shall be ex works, which is also the place of fulfilment. at the request and expense of the buyer, the delivery item shall be shipped to another destination within the european union (sale to destination). if we also owe the installation or assembly, the place of fulfilment shall be the place where the installation or assembly is to be carried out.
2. we do not take back transport packaging and all other packaging in accordance with the Packaging Ordinance; only agreed returns are excluded. the buyer must dispose of the packaging at his own expense.

3. the risk shall pass to the buyer at the latest when the delivery item is handed over (whereby the start of the loading process is decisive) to the forwarding agent, carrier or other third party designated to carry out the shipment. this shall also apply if partial deliveries are made or if we have taken over other services (e.g. dispatch, installation or assembly). if dispatch or handover is delayed due to circumstances caused by the buyer, the risk shall pass to the buyer from the day on which the delivery item is ready for dispatch and we have notified the buyer of this. the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. handover or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.

4. if dispatch is delayed at the request or through the fault of the buyer, we shall store the goods at the expense and risk of the buyer. in this case, notification of readiness for dispatch shall be deemed equivalent to dispatch.

5. in the event of installation or assembly at the buyer's premises, the buyer must park and/or secure the delivery item so that it is inaccessible to third parties at the time of delivery and until completion of the installation or assembly (acceptance) in order to avoid damage, theft or injury due to improper use before completion of the work and/or any necessary instruction (secured installation site). without security, theft, damage and/or injury shall be borne by the buyer.

6. if acceptance is to take place in the case of installations or installations/assemblies, the buyer is obliged to accept as soon as he has been notified of completion and any contractually agreed testing of the installed or assembled item has taken place. if there is a non-substantial defect, the buyer cannot refuse acceptance. acceptance shall be deemed to have taken place if acceptance is delayed through no fault of our own or if

• the delivery and installation/assembly or erection has been completed,
• we have notified the Buyer of this with reference to the fictitious acceptance according to V. 5. and have requested acceptance,
• 15 working days have elapsed since delivery or installation or assembly or erection, or the Buyer has started to use the delivery item (e.g. the biogas plant is put into operation) and in this case 10 working days have elapsed since delivery or installation or assembly or erection, and
• the buyer has not failed to accept the goods within this period due to a defect notified to us which makes it impossible or significantly impairs the use of the delivery item.

Upon acceptance, our liability for recognisable defects shall lapse, unless the buyer has reserved the right to assert a specific defect.

VI Warranty, material defects

1. the statutory provisions shall apply to the rights of the buyer in the event of material defects and defects of title, unless otherwise specified below. in all cases, the special statutory provisions shall remain unaffected in the event of final delivery of the unprocessed goods to a consumer, even if the consumer has further processed them (supplier recourse pursuant to §§ 478 BGB). claims arising from supplier recourse are excluded if the defective goods have been further processed by the buyer or another entrepreneur, e.g. by installation in another product.

2. the delivered items must be carefully inspected immediately after delivery to the buyer or to the third party designated by the buyer. they shall be deemed to have been approved by the buyer with regard to obvious defects or other defects that would have been recognisable in an immediate, careful inspection if we do not receive a written notice of defects within seven working days of delivery. with regard to other defects, the delivered items shall be deemed to have been approved by the buyer if we do not receive the notice of defects within seven working days of the time at which the defect became apparent; however, if the defect was already apparent at an earlier point in time during normal use, this earlier point in time shall be decisive for the start of the notice period.

3. if the delivered item is defective, we may initially choose whether to provide subsequent fulfilment by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). our right to refuse subsequent fulfilment under the statutory conditions remains unaffected.

4. in the event of defects in built-in parts of other manufacturers which we cannot remedy for licensing or factual reasons, we may choose whether to assert our warranty claims against the manufacturers and suppliers for the account of the buyer or assign them to the buyers. warranty claims against us shall only exist in the event of such defects under the other conditions and in accordance with these general terms and conditions of delivery if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, e.g. due to insolvency. during the duration of the legal dispute, the limitation period for the buyer's warranty claims against us shall be suspended.

5. conditions and/or changes in the material of film covers that do not impair the suitability for use, in particular

• the water absorption of films
• Wrinkles due to film tension and tension peaks
• Wrinkles in weld seams
• Colour changes due to sunlight
• the formation of light spots on the inner side of the film and/or other optical deviations

do not constitute a defect and therefore do not justify the assertion of warranty claims, as this is inherent in the material and unavoidable.

6. the buyer must give us the time and opportunity necessary for the subsequent fulfilment owed, in particular to hand over the delivery item complained about for inspection purposes. in the event of a replacement delivery, the buyer must return the defective item to us in accordance with the statutory provisions. subsequent fulfilment does not include the removal of the defective item or reinstallation if we were not originally obliged to install it.

7. we shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions, if a defect actually exists. otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the buyer.

8. the warranty shall not apply if the buyer modifies the delivery item or has it modified by a third party without our consent and this makes it impossible or unreasonably difficult to remedy the defect. in any case, the buyer shall bear the additional costs of remedying the defect resulting from the modification.

9. in urgent cases, e.g. if operational safety is jeopardised or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand compensation from us for the expenses objectively necessary for this purpose. we must be informed immediately, if possible in advance, of any such self-remedy. the right of self-remedy does not exist if we would be entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.

10. if the subsequent fulfilment has failed or a reasonable deadline to be set by the buyer for the subsequent fulfilment has expired unsuccessfully or is dispensable according to the statutory provisions, the buyer may withdraw from the contract or reduce the purchase price. However, there is no right of withdrawal in the case of an insignificant defect.

12. claims of the buyer for damages or compensation for futile expenses shall only exist in accordance with VII Liability of these terms and conditions, even in the case of defects, and are otherwise excluded.

13. any delivery of used items agreed with the buyer in individual cases shall be made to the exclusion of any warranty for material defects.

VII Liability

1. unless otherwise stated in these terms and conditions, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

2. we shall be liable for damages, in particular for loss of profit, business interruption or other financial losses - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable

• for damages resulting from injury to life, limb or health
• for damages arising from the breach of an essential contractual obligation (obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance 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 the above-mentioned clause 2 shall also apply in the event of breaches of duty by or in favour of persons whose fault we are responsible for in accordance with the statutory provisions. they shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the delivery item. the same shall apply to claims of the buyer under the Product Liability Act.

4. the buyer may only withdraw from or terminate the contract due to a breach that does not consist of a defect if we are responsible for the breach of duty. a free right of termination of the buyer (in particular according to §§ 650, 648 BGB) is excluded. otherwise the legal requirements apply.

VIII Retention of title

1. until full payment of all our present and future claims arising from the delivery contract and an ongoing business relationship (secured claims), we reserve title to the delivery items sold.

2. the delivery items subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. the buyer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to us (e.g. seizures).

3. in the event of breach of contract by the buyer, in particular non-payment of the purchase price due, we are 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 the retention of title. the demand for return does not at the same time include the declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw from the contract. if the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.

4. until revocation in accordance with c) below, the buyer is authorised to resell and/or process the delivery items 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 resulting from the processing, mixing or combination of our delivery items, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combination with goods of third parties, their right of ownership remains, 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.

b
The Buyer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the Buyer stated in paragraph 2 shall also apply in consideration of the assigned claims.

c
The buyer shall remain authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with para. 3. If this is the case, however, we may demand that the buyer 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 buyer's authorisation to resell and process the goods subject to retention of title.

d
If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer's request.

IX 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. however, if the delivery item is a building or an item that has been used for a building in accordance with its customary use and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory provision (§ 438 para. 1 no. 2 BGB). other special statutory provisions on the limitation period (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445 b BGB) shall also 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 delivery item, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. However, claims for damages of the Buyer pursuant to VII 2 sentence 1 and sentence 2 first indent as well as pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

X. Partial ineffectiveness

In the event of the invalidity of individual contractual provisions, the remaining provisions shall remain fully effective. The invalid provision shall be replaced by a provision that comes closest to what the parties intended or would have intended according to the meaning and purpose of the contract within the scope of what is legally possible, taking into account the economic purpose, if they had considered the point when concluding the contract or when subsequently including the provision.

XI Place of fulfilment, place of jurisdiction, applicable law

1. if the buyer 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 the local or regional court of Memmingen responsible for our registered office in Wolfertschwenden. the same shall apply if the buyer is an entrepreneur within the meaning of § 14 BGB. however, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these terms of delivery or an overriding individual agreement or at the buyer's general place of jurisdiction. overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.

2. the law of the Federal Republic of Germany shall apply to these Terms and Conditions of Delivery and the contractual relationship between us and our purchasers, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

Valid since 1 November 2024