I. General

1. All offers, orders, and deliveries of GROB Antriebstechnik GmbH (hereinafter referred to as the Contractor) are based on the following terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of the purchaser shall not become part of the contract even if the order is accepted.
2. A contract is concluded - in the absence of special agreement - with the written order confirmation. We are entitled to send the ordered goods even without order confirmation.
3. In case of deviations between the order confirmation and the offer or the order, the written order confirmation of the Contractor shall prevail, unless objected to within 10 days after dispatch of the order confirmation.
4. GROB Antriebstechnik GmbH reserves ownership and copyright rights to physical information such as samples, cost estimates, invoices, drawings, etc. - also in electronic form. They may only be made accessible to third parties with the express written consent of the Contractor.

II. Price and Payment

1. The offers of the Contractor are always non-binding. Prices are ex-works excluding packaging, loading, freight, and customs, plus the respective applicable statutory value-added tax. Prices are quoted in euros. If another currency has been agreed upon, all changes in the exchange rate of the foreign currency against the euro occurring after the date of the order confirmation shall be borne by the purchaser.
2. Payments are to be made without any deductions within 30 days after delivery. Acceptance of bills of exchange and checks requires the explicit prior consent of the Contractor. They are accepted for payment purposes only. Discount, bill of exchange, collection, and bank charges as well as taxes shall be borne by the drawer of the bill of exchange or the issuer of the check.
3. In case of late payment, the Contractor is entitled to charge default interest at the respective current account interest rates of its bank, but at least 8 percentage points above the base rate of the European Central Bank. This also applies if a payment is deferred by the Contractor.
4. If circumstances concerning the creditworthiness of the purchaser become known to the Contractor after conclusion of the contract, which substantially endanger the performance of the contract, the Contractor may refuse performance until the purchaser has made the counterperformance or provided security.
5. The right to withhold payments or to set off counterclaims is only available to the purchaser to the extent that its counterclaims are undisputed or have been finally adjudicated.

III. Delivery

1. The scope of obligations is determined by the written order confirmation of the Contractor. Documents such as prospectuses, catalogues, drawings, illustrations, descriptions, technical data, as well as samples, weight, and dimension specifications, are non-binding unless acknowledged by the Contractor in the order confirmation or otherwise in writing.
2. Partial deliveries are permissible as far as reasonable for the purchaser.
3. If a fixed delivery date is not expressly specified in the order confirmation of the Contractor, the stated delivery periods and dates are non-binding. If an agreed fixed date is exceeded for reasons attributable to the Contractor by more than one month, the purchaser is entitled to set a reasonable additional period of at least 6 weeks after fruitless expiry of the deadline and to withdraw from the contract.
4. The timely clarification of all technical and financial questions, the timely receipt of all documents to be provided by the purchaser, and compliance with the agreed payment conditions or the receipt of agreed letters of credit are prerequisites for timely delivery. Delivery deadlines are subject to correct and timely self-delivery. The Contractor shall notify the purchaser of any foreseeable delays as soon as possible.
5. If non-compliance with the delivery time is due to force majeure, labor disputes, or other events beyond the control of the Contractor, the delivery period shall be extended accordingly. If the delivery period is extended by more than 3 months as a result, both contracting parties shall have the right to withdraw from the contract.
6. If delivery or acceptance of the delivery item is delayed for reasons for which the purchaser is responsible, the costs incurred by the delay shall be charged to the purchaser, starting one month after notification of the readiness for dispatch or acceptance.

IV. Passage of Risk and Acceptance

1. Loading and shipping, even if carried out by the employees of the Contractor, are at the risk of the purchaser. The risk passes to the purchaser upon notification of the readiness for delivery.
2. If the delivery is not called off despite notification of readiness for delivery, the Contractor is entitled, at the expense and risk of the purchaser, to store the goods at its discretion or to place them in storage for the purchaser.
3. If the purchaser does not accept an offered or delivered item or service, the Contractor may set a grace period of 4 weeks for acceptance. After expiry of the deadline, the Contractor is entitled to withdraw from the contract and/or claim damages. The claim for damages amounts to at least 15% of the agreed price, irrespective of the possibility of proving higher damages.
4. If the purchaser so desires, we will insure the delivery against transport risks; the costs incurred shall be borne by the purchaser.

V. Retention of Title

1. The delivered items remain the property of the Contractor until full payment of all claims against the purchaser arising from the entire business relationship. The inclusion of individual claims in a current account as well as the setting of balances and their acknowledgment do not affect the retention of title.
2. In the event that the Contractor exercises its right to reclaim the goods delivered under retention of title, the purchaser shall grant the Contractor irrevocable and unhindered access to the premises where the property of the Contractor is located.
3. The purchaser is only entitled to resell the items delivered under retention of title in the ordinary course of business. Pledging or transfer by way of security of the items is not permitted.
4. In the event of resale or any processing, the purchaser hereby assigns to the Contractor all claims against its customers to the extent of the claim of the Contractor without requiring any further or explicit assignment declaration. The assignment is hereby accepted by the Contractor.
5. Regardless of the assignment and the simultaneous right of collection, the purchaser is entitled to collect the assigned claims as long as it fulfills its obligations from the entire business relationship with the Contractor.
6. The application for the opening of insolvency proceedings entitles the Contractor to withdraw from the contract and to demand the immediate return of the delivered item.
7. The purchaser must deposit any funds collected in advance for the Contractor in a separate account and hold them in trust for the Contractor. Upon request by the Contractor, the purchaser must provide the necessary information for the deposit of the assigned claims, in particular the name and address of the debtor, as well as the precise description of the claim and hand over the necessary documents, and inform its customers of the assignment.
8. The purchaser is not entitled to take any actions regarding the assigned claim in advance to the Contractor, in particular not to include the claim in a current account relationship or to conclude a factoring agreement on the claim. Should, for any reason, an inclusion in a current account nevertheless be effectively carried out, the purchaser hereby assigns to the Contractor the claims arising from the respective individual balances to its benefit, as well as the right to terminate the current account relationship. The Contractor accepts the assignment.
9. If the item delivered by the Contractor is processed by the purchaser to form a new item, the processing is carried out for the Contractor without the Contractor thereby incurring any obligations. If, through processing, connection, mixing, or mingling of the item delivered under retention of title with other items not belonging to the Contractor, co-ownership arises, the resulting share of co-ownership in the new item shall be transferred to the Contractor in relation to the value of the

VI. Warranty Claims and Damages

The Contractor warrants for defects in materials and legal defects of the delivery subject to the exclusion of further claims, subject to Section VII, paragraph 2 and 3, as follows:

Material defects:

1. Parts that prove to be defective as a result of circumstances occurring before the transfer of risk must be rectified free of charge at the option of the Contractor or replaced free of defects. Such defects must be reported to the Contractor in writing without delay. Replaced parts become the property of the Contractor. The purchaser must provide the Contractor with the necessary time and opportunity to carry out all rectifications and replacement deliveries deemed necessary by the Contractor after consultation. Otherwise, the Contractor shall be released from liability for the resulting consequences.
2. Only in urgent cases of endangerment to operational safety or to prevent disproportionately large damages, the purchaser has the right to remedy the defect itself or through third parties at the expense of the Contractor and to demand compensation for the necessary expenses from the Contractor. This requires that the purchaser has promptly informed the Contractor.
3. The purchaser has a right to rescind the contract in accordance with statutory provisions if the Contractor - subject to statutory exceptions - allows a reasonable period set for rectification or replacement delivery of a material defect to elapse without success.
4. If only a minor defect is present, the purchaser is only entitled to a reduction of the contract price. Otherwise, the right to a reduction of the contract price is excluded.

Legal defects:

1. If the use of the delivery item leads to the infringement of industrial property rights or copyrights in the country of destination, the Contractor shall, at its own expense, either procure the right for the purchaser to continue using the item or modify the item in such a way that the infringement no longer exists, to the extent that this is reasonable for the purchaser.
2. a) the purchaser has promptly notified the Contractor of the alleged infringement of industrial property rights and/or copyrights, b) the purchaser supports the Contractor to a reasonable extent in defending against the asserted claims or enables the Contractor to carry out the modification measures in accordance with Section VI, paragraph 1, c) all defense measures, including out-of-court settlements, remain reserved for the Contractor, d) the legal defect is not based on instructions from the purchaser, and e) the infringement was not caused by the purchaser modifying the delivery item on its own initiative or using it in a manner not in accordance with the contract.

VII. Liability

1. If, due to fault of the Contractor, the delivery item cannot be used by the purchaser in accordance with the contract as a result of omitted or faulty execution or suggestions and advice given before or after conclusion of the contract or the violation of other contractual ancillary obligations, only the provisions under Section VI and Section VII, paragraph 2 and 3 apply to the exclusion of further claims by the purchaser.
2. The Contractor is liable for damages that have not occurred to the delivery item itself, regardless of the legal grounds, only
3. a) in case of intent, b) in case of gross negligence of the owner/bodies, executive employees, or vicarious agents, c) in case of culpable injury to life, body, or health, d) for defects which the Contractor has fraudulently concealed or guaranteed their absence, e) for defects of the delivery item, insofar as liability is required by the Product Liability Act for personal or property damage to privately used objects.
4. In case of culpable breach of contractual obligations including default, the liability of the Contractor is limited to the foreseeable, contract-typical, and direct average damage. Except for the violation of so-called cardinal duties, liability of the Contractor for breaches of duty based on slight negligence of its legal representatives or vicarious agents is excluded.
5. A far-reaching liability for damages as provided for in § 6 (4) to (6) is excluded - irrespective of the legal nature of the asserted claim.
6. The regulation according to paragraph (1) does not apply to claims under §§ 1, 4 of the Product Liability Act. The same applies to initial impossibility or culpable impossibility.
7. To the extent that our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff members, representatives, and vicarious agents.

VIII. Statute of Limitations

All claims of the purchaser - regardless of the legal grounds - become statute-barred within 12 months after delivery. The statutory periods shall apply to claims for damages according to Section VII, paragraph 2 a) to e). They also apply to defects of a building or to delivery items that have been used for a building according to their usual purpose and have caused its defectiveness.

IX. Applicable Law and Jurisdiction

1. For all legal relationships between the Contractor and the purchaser, the law of the Federal Republic of Germany shall exclusively apply, excluding the conflict of laws.
2. The place of jurisdiction for all disputes arising from deliveries or services of the Contractor as well as for any disputes concerning pre-contractual duties or the conclusion of a contract is, for merchants, the locally and subject-matter competent court at the registered office of the Contractor.
3. The Contractor is entitled, at its discretion, to file a lawsuit at the principal place of business of the purchaser.