I. Validity and conditions

1.
The following general terms and conditions of business and delivery apply exclusively to all contracts, deliveries and other services of Dieter Cronenberg GmbH & Co. KG - hereinafter referred to as Contractor (CO) - unless they are amended or excluded by CO in writing. General terms and conditions of business of the client - hereinafter referred to as the client - would not be binding even if the contractor did not expressly object to them. The Contractor's signatures on documents and documents of the Client which contain the Client's general terms and conditions on their reverse side shall also not make these legally binding for the Contractor.

2.
The Contractor reserves the right to change its general terms and conditions of business and delivery at any time. In the case of contracts that have not yet been definitively concluded, the amended terms and conditions shall apply with their announcement. In the case of contracts already concluded, the new Terms and Conditions shall apply four weeks after their written notification to the Principal if the contractual relationship is a continuing obligation or a successive delivery contract. In this case, the Principal may lodge an objection one week before the deadline expires. The Contractor shall then have the right either to execute the contract in accordance with the old terms and conditions or to withdraw from the contract.

3.
The Contractor's terms and conditions presented here shall also apply to future transactions between the contracting parties, even if this is not expressly agreed.

4.
If the subject matter of the contract cannot be delivered in accordance with the specified technical parameters because the manufacturer has changed production on his own initiative after conclusion of the contract, the Contractor shall be entitled to deliver the modified product. Deviations of the delivered goods in dimensions, weight and colour from the catalogue specifications/planning specifications are permissible as long as these are to be regarded as minor, correspond to customary commercial practice and are reasonable for the Client taking into account his interests recognisable from the contract.

II. offer and acceptance

The Contractor's offers are subject to confirmation and non-binding; the same applies to brochures and advertisements. The Client's order is binding; the order is deemed to have been placed when the Contractor confirms it in writing or by telex. The same shall apply to supplements, amendments or subsidiary agreements. Drawings, illustrations, dimensions and other parameters shall likewise only be binding if this has been expressly agreed in writing. Guaranteed characteristics must also be in written form. The Contractor's employees or subcontractors are not authorised to make verbal subsidiary agreements or to influence the contents of the contract.

III. prices

1.
The prices are valid for four months from the date of conclusion of the contract. In the event of a longer delivery period, the Contractor shall be entitled to pass on to the Client any cost increases that have occurred in the meantime (production, delivery, assembly) as well as cost increases due to legislation (value added tax, social security contributions pp.) through price increases in the same proportion. If the increase amounts to more than 10% of the net order value, the customer is entitled to withdraw from the contract. He must notify this withdrawal in writing within 10 days of written notification of the price increase. The prices and tariffs shall apply plus the applicable statutory value-added tax and shall be understood "ex works".

2.
Additional deliveries agreed at a later date or necessary changes, in particular those arising from a previously unknown construction situation, will be charged additionally. This also applies to flat-rate orders. If corresponding work is performed on Saturdays, Sundays, public holidays or at night, the Contractor shall be entitled to a surcharge of 50% with respect to the prices stated in the offer.

3.If the Client requests separate meetings after placing the order, he shall bear the resulting costs (time, meals, overnight accommodation).

IV. Payment

1.
With new customers the supply takes place against Vorkasse. Payments are basically used to settle the oldest invoice.

2.If payment is not made in full or in due time, the Contractor shall be entitled to a right of retention at the Works until payment has been made in full; the Contractor shall in particular be entitled to refuse to hand over the Works.
Withholding payments or offsetting due to alleged counterclaims are excluded. This shall not affect undisputed or legally established claims.
If the Principal is in arrears with payments, the Contractor may charge interest at the statutory rate from the due date - see above - without proof. The Contractor reserves the right to assert further claims for damages or damages caused by delay.

3.
Down payments shall not bear interest; bills of exchange or cheques shall not be accepted.
If bank instructions are not credited in due time or if the Principal suspends payments elsewhere, the Contractor shall be entitled, even if further bank instructions exist, to demand payment of the entire remaining debt.

V. Delivery/ Delivery Times

1.
The prices are quoted ex Düsseldorf, free of packaging.

2.
If shipment has been agreed between the parties, the risk of shipment shall pass to the Principal upon transfer to the person entitled to the forwarding agency.

3.
Delivery dates or periods must be in writing.

4.
In the event of unforeseeable hindrances arising from the delivery periods, the Contractor shall be free from such hindrances as force majeure, official measures, transport and operational disruptions as well as difficulties in production which could not have been foreseen beforehand.

VI. creditworthiness

The AG assures that it has sufficient financial means to pay at the time of the appointment. Subsequent economic or financial problems must be reported immediately. If it becomes apparent that the Client is not in a position to pay the remuneration in full, the Contractor may withdraw from the contract.

VII. Liability

The Contractor excludes all liability for the items brought in, such as exhibits and personal property of the Client or third parties.

VIII. Retention of title

The delivered goods shall remain the property of the Contractor until all claims arising from the business relationship with the Client have been paid in full. It may not be pledged or transferred for security without the Contractor's consent before all payment has been made. The Contractor expressly prohibits the further processing and/or resale of goods delivered by him prior to full payment. If the Client violates this condition, the newly created product shall become the sole property of the Contractor. The Client's claim arising from the resale of the reserved goods is hereby assigned to the Contractor and hereby accepted (extended reservation of title). In the case of current invoices, the retention of title shall serve as security for the Contractor's respective balance claims (extended retention of title). In the event of seizures or confiscations of the reserved goods or other dispositions or interventions by third parties in the rights of the Contractor, the Client shall notify the Contractor immediately and, in consultation with the Contractor, do everything necessary to avert the risk. The Client shall be obliged to compensate the Contractor for all damages and costs - including court and attorney fees - incurred by the Contractor as a result of intervention measures against access by third parties.

IX. Warranty

1.
The Principal undertakes to facilitate a formal acceptance of the work and, in particular, to assign an employee authorised to represent the Principal at the time of handover.

2.
a) Complaints about obvious defects must be made immediately in writing. If the immediate notification of any defects is omitted, the goods shall be deemed to have been approved. Notifications of defects shall be made exclusively to the Contractor in writing. The Contractor shall be entitled to rectification of defects and replacement delivery. All costs for defects for which the Contractor is responsible shall be borne by the Contractor.

b) The Contractor shall be granted a right to rectify defects twice, in special cases a right to rectify defects three times. If rectification is not successful even then, the Client shall be entitled to the full statutory warranty claims. The warranty period for all services provided by the Contractor shall be one year - calculated from the day of delivery.

c) After cutting or other processing of the delivered goods, any complaints are excluded. Commercial or minor technical, unavoidable deviations in quality, colour, width, weight, equipment or design may not be objected to. Customary over- or underdeliveries (approx. 10%) are to be taken into account. If, in individual cases, Ku-lanz returns are agreed, these will only be credited to 80% of the value of the goods against carriage-paid return delivery.
If changes or repairs are made by the client or third parties without the prior approval of the contractor, liability for the resulting consequences is excluded. There shall be no liability for defects in the case of damage occurring after the passing of risk as a result of improper or negligent handling, excessive strain or faulty assembly. Further claims of the Customer, in particular a claim for compensation for damages which have not occurred on the delivery item/work itself, are excluded. The Contractor's liability for essential third-party products shall be limited to the assignment of the liability claims to which the Contractor is entitled against the supplier of the third-party product. The Contractor's liability shall be limited exclusively to the agreements made in these Terms and Conditions. The Client shall not be entitled to assert any further claims for damages, in particular claims for damages, even from non-contractual acts or other rights due to possible disadvantages against the Contractor, irrespective of the legal grounds on which he relies. This exclusion of liability shall not apply in the case of intent, gross negligence on the part of the owner or managerial staff - only for damage typical of the contract and normally foreseeable. Furthermore, the exclusion of liability shall not apply in cases in which the Product Liability Act provides for liability for personal injury and material damage to privately used objects in the event of defects in the delivery item. Nor shall it apply in the absence of characteristics which are expressly warranted if the warranty is intended to protect the Customer against damage which has not occurred to the delivery item itself.

X. Limitation of liability

Claims for damages arising from positive breach of contract, from culpa in contrahendo or from tort are excluded both against the Contractor and against his vicarious agents, insofar as the damage was caused neither intentionally nor through gross negligence.

XI. Copyrights

1.
If the Contractor works according to plans of the Client and third parties assert rights to these plans or designs, the Client shall indemnify the Contractor internally against all claims - even in the event of a legal dispute. The Contractor is not obliged to check in advance whether the documents provided by the Client affect the industrial property rights of third parties.

2.
Drafts, drawings and models, which have been produced by the Contractor, shall remain valid with all rights in its possession and ownership. The Principal may further exploit this intellectual property of the Contractor only with the Contractor's consent and against payment of a corresponding licence fee. If the designs of the Client are handed over to third parties and used by them, the Client shall be obliged to pay the licence fee as in the case of proper purchase. If the Customer has purchased the work resulting from the designs, the copyrights shall automatically pass to the Customer.

XII. Applicable Law - Place of Jurisdiction

1.
The business relations between the parties shall be governed exclusively by German law.

2.
The exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relations shall be Düsseldorf.

XIII. Severability clause

Should a provision of the above terms and conditions or a provision of an individual contract concluded between the parties be invalid, this shall not affect the validity of the remaining provisions of these terms and conditions or the individual contract. Rather, the parties are obliged to replace the invalid provision with a provision that comes as close as possible to the desired economic effect of the invalid provision.

Dieter Cronenberg GmbH & Co. KG as client

The order is placed by Dieter Cronenberg GmbH & Co. KG only under the express condition that the contractor agrees with the validity of the general terms and conditions of Dieter Cronenberg GmbH & Co. KG and that any agreed payments on account / advance payments shall only become due if the contractor has previously provided a bank guarantee in the corresponding amount in favour of Dieter Cronenberg GmbH & Co. KG is issued. Furthermore, Dieter Cronenberg GmbH & Co. KG reserves the right to withdraw from the contract in the event that the contractor makes false statements about his creditworthiness or if the lack of creditworthiness of the contractor should turn out. In this case, the contractor is not entitled to any compensation claims against Dieter Cronenberg GmbH & Co. KG.