GTC

General Terms and Conditions of Norrenbrock Technik GmbH & Co. KG in commercial business transactions (AGB - B2B)

1. scope of application

1.1 These General Terms and Conditions apply exclusively to companies, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). They are an integral part of all contracts that Norrenbrock Technik GmbH & Co. KG concludes with its customers. They also apply to contracts to be concluded in the future.

1.2 Deviating, conflicting or supplementary general terms and conditions of the customer shall not become part of the contract unless Norrenbrock Technik GmbH & Co. KG expressly agrees to them in writing or in text form (Sections 126, 126b BGB). This also applies if Norrenbrock Technik GmbH & Co. KG does not expressly object to any general terms and conditions of the customer.

1.3 Verbal agreements are only valid if Norrenbrock Technik GmbH & Co. KG confirms them in writing or in text form.

2. performance, offers and conclusion of contracts

2.1 A service is owed in the sense of a service contract, unless the production of a result in the sense of a work contract or the delivery of goods in the sense of a purchase contract is expressly agreed.

2.2 The offers contained on the Internet, in brochures, advertisements and other advertising material are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. Norrenbrock Technik GmbH & Co. KG accepts no liability for printing errors and mistakes.

2.3 Orders or commissions can be transmitted by the customer in any way - informally - to Norrenbrock Technik GmbH & Co. KG (e.g. also by transmitting data to the seller's EDP system). Norrenbrock Technik GmbH & Co. KG may accept these within 21 calendar days of receipt. The time at which the customer receives the declaration of acceptance is decisive for compliance with the deadline. Orders placed verbally by the customer are accepted if they have been confirmed by Norrenbrock Technik GmbH & Co. KG in writing or in text form. The dispatch or delivery of ordered contractual items shall also be deemed as acceptance.

2.4 The legal relationship between Norrenbrock Technik GmbH & Co. KG and its customers shall be the contract concluded, including these General Terms and Conditions. This contract fully reflects all agreements between the contracting parties. Additions and amendments to the agreements made, including these General Terms and Conditions, must be made in writing or in text form to be effective. The waiver of this formal requirement must also be in writing or text form.

2.5 Information provided by Norrenbrock Technik GmbH & Co. KG on the subject matter of a service, delivery or work performance (e.g. weights, dimensions, utility values, load capacity, tolerances and technical data) as well as a representation of the same (e.g. drawings and illustrations) are only approximate unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.

2.6 Norrenbrock Technik GmbH & Co. KG reserves the right of ownership and copyright to all offers and cost estimates submitted by it as well as to the drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids provided by it. The customer may not disclose these items to third parties either as such or in terms of content without the express consent of Norrenbrock Technik GmbH & Co. KG, disclose them, use them himself or through third parties or reproduce them. At the request of Norrenbrock Technik GmbH & Co. KG and destroy any copies made if they are no longer required in the ordinary course of business or if negotiations do not lead to the conclusion of the contract.

2.7 The assignment of claims of the customer arising from the contract shall require the written consent of Norrenbrock Technik GmbH & Co. KG TO BE EFFECTIVE.

3. prices and terms of payment

3.1 The prices quoted are net prices. The statutory VAT will be charged additionally at the applicable rate. In the event of a change in the VAT rate, the customer has no right of termination.

3.2 In the case of continuing obligations (services or work), Norrenbrock Technik GmbH & Co. KG has the right to adjust prices after the end of the first year of the contract if costs have increased or decreased since the contract was concluded. Price changes must be notified to the customer four weeks before the price change is implemented. In the event of a price change of more than 5% per financial year, the customer has the right to terminate the continuing obligation in writing or in text form with a notice period of one month to the end of the month.

3.3 Both lump-sum prices (purchase, service or work contracts) and remuneration according to hourly rates (services or work) can be agreed. In the case of remuneration based on hourly rates, Norrenbrock Technik GmbH & Co. KG will provide evidence of the services rendered, broken down by days and hours, in a time sheet together with the respective invoice.

3.4 If material expenses are incurred, these shall be invoiced separately (services or work). In the case of hourly rate remuneration, the travel and waiting times of the employees of Norrenbrock Technik GmbH & Co. KG shall be remunerated at the agreed hourly rate. Travel costs and expenses incurred by employees of Norrenbrock Technik GmbH & Co. KG shall be charged to the customer in accordance with the German Federal Travel Expenses Act (Bundesreisekostengesetz); however, in deviation from the German Federal Travel Expenses Act, €0.45 shall be charged per kilometer driven.

3.5 Norrenbrock Technik GmbH & Co. KG charges an advance payment of 50% of the total purchase price (for purchase contracts) or the expected total order value (for service and work contracts) together with the order confirmation. The advance payment must be credited to the account of Norrenbrock Technik GmbH & Co. KG within 14 days of receipt of the advance invoice. Any agreed delivery period shall not commence until the advance payment has been received in full. Norrenbrock Technik GmbH & Co. KG reserves the right to agree higher advance payments in individual cases or advance payment in total for the entire order value or purchase price. KG may also invoice further advance payments before each of the service sections, which are due within 14 days of receipt of the respective advance payment invoice. Any delay in payment shall extend any agreed performance deadlines by the period of the respective delay in payment.

3.6 Norrenbrock Technik GmbH & Co. KG may invoice its services rendered on a monthly basis after the service has been provided, taking into account any advances paid. However, it may also choose a longer invoicing cycle at its own discretion. The invoiced remuneration is due for payment without deduction within 14 days of receipt of the invoice. The invoices shall be deemed accepted if the customer does not object in writing or in text form within two weeks.

3.7 The customer may only offset undisputed or legally established claims against the claims of Norrenbrock Technik GmbH & Co. KG. The customer shall only be entitled to rights of retention if they arise from counterclaims from the same contractual relationship.

4. subcontractors

Norrenbrock Technik GmbH & Co. KG is entitled to use subcontractors and vicarious agents for the provision of the services owed by it, provided that this does not impair the interests of the customer that are worthy of protection.

5 Obligations of the customer

5.1 The customer shall ensure that Norrenbrock Technik GmbH & Co. KG is provided with all documents and information necessary for the fulfillment of its obligations in good time. This includes all documents and information on processes and circumstances that may be of significance for the performance of the contract. If the customer only becomes aware of documents, information or circumstances of significance for the performance of the contract during the provision of the service, the customer shall pass these on to Norrenbrock Technik GmbH & Co. KG without delay. Norrenbrock Technik GmbH & Co. KG shall not be liable for damages resulting from a breach of this obligation to cooperate or from incompleteness of the documents or information to be provided.

5.2 The customer shall procure the necessary official and other permits and make these available to Norrenbrock Technik GmbH & Co. KG in good time.

6. ancillary copyrights and third-party rights

6.1 Insofar as protectable rights arise with the provision of the service, the customer shall receive an irrevocable right of use to these rights, unlimited in terms of time, subject matter and location.

6.2 When executing the order in accordance with the customer's specifications, the customer shall ensure that no third-party rights are infringed. If Norrenbrock Technik GmbH & Co. KG is held liable for infringement of third party rights when observing the customer's specifications, the customer is obliged to indemnify Norrenbrock Technik GmbH & Co. KG from these claims. The obligation to indemnify also includes all expenses incurred in connection with the claim by third parties, in particular legal costs and personnel costs required for the defense.

7 Secrecy, confidentiality and data protection

7.1 The contracting parties are obliged to maintain confidentiality about all information that becomes known to them about the other contracting party in connection with the execution of the contract. This shall also apply to information arising from the business relations of the respective contractual partner via third parties. The contracting parties have the option of releasing each other from this confidentiality obligation in writing or in text form. The confidentiality obligation shall continue to apply after termination of the contractual relationship. It shall not apply if information is generally known or was already available to a contracting party from other sources prior to the initiation of an order.

7.2 The contracting parties undertake to store, process or otherwise use personal data relating to an identified or identifiable natural person only within the scope of the purpose of the contract. The contracting parties undertake to maintain data secrecy in accordance with the applicable provisions of the Federal Data Protection Act and the EU General Data Protection Regulation. This obligation shall survive the end of the contractual relationship.

7.3 If third parties are involved, the contracting parties shall ensure the confidentiality, secrecy and protection of personal data by means of a corresponding agreement with the third parties.

8. liability

8.1 Norrenbrock Technik GmbH & Co. KG shall be liable without limitation for willful conduct as well as for culpable injury to life, body and health, for violations of the Product Liability Act or for a violation in connection with a warranted characteristic.

8.2 In the event of property damage and financial loss caused by negligence, Norrenbrock Technik GmbH & Co. KG shall only be liable for breaches of material contractual obligations, but limited to the amount of damage foreseeable at the time of conclusion of the contract and typical for the contract. Essential contractual obligations are obligations that protect the customer's rights that are essential to the contract. Essential contractual obligations are the obligation to perform the subject matter of the contract as well as duties of advice, protection and care which are intended to enable the customer to use the subject matter of the contract in accordance with the contract or which are intended to protect the life and limb of the customer's personnel or to protect the customer's property from significant damage.

8.3 The limitation of liability shall also apply in favor of the executive bodies, legal representatives and employees of Norrenbrock Technik GmbH & Co. KG and its vicarious agents and subcontractors.

8.4 Insofar as Norrenbrock Technik GmbH & Co. KG provides technical information or advice and this information or advice is not part of the contractually agreed scope of services owed by it, this shall be provided free of charge and to the exclusion of any liability. This does not apply to liability for intentional conduct, liability for guaranteed characteristics, liability for injury to life, limb or health or liability under the Product Liability Act.

9 Deterioration of assets

9.1 If, after conclusion of the contract, facts become known that may affect the customer's ability to pay, Norrenbrock Technik GmbH & Co. KG shall be entitled to demand full payment of the agreed remuneration or the provision of suitable security before providing any further services. This is particularly the case if, for example, seizures of a not insignificant amount, other enforcement measures, the opening of insolvency proceedings against the customer's assets, default of payment by the customer or similar become known.

9.2 In the event of default in payment, Norrenbrock Technik GmbH & Co. KG shall be entitled to suspend its further services until the outstanding remuneration has been paid in full. The right to terminate the contract without notice remains unaffected by this.

10. force majeure, impediments to performance

10.1 Events of force majeure or other events unforeseeable at the time of conclusion of the contract and for which Norrenbrock Technik GmbH & Co KG is not responsible (e.g. Norrenbrock Technik GmbH & Co KG (e.g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time), which impede the fulfillment of Norrenbrock Technik GmbH & Co KG's obligations, entitle Norrenbrock Technik GmbH & Co KG to postpone the delivery for the duration of the impediment and a reasonable (maximum 14 working days) start-up period.

10.2 As soon as Norrenbrock Technik GmbH & Co KG becomes aware of such a hindrance, it shall inform the customer of this immediately.

10.3 If such events make delivery or performance significantly more difficult or impossible for the customer and the hindrance is not only of a temporary nature, Norrenbrock Technik GmbH & Co KG is entitled to withdraw from the contract. In this case, it shall reimburse the customer for any payments already made to it for the subject matter of the contract within 14 days of the declaration of withdrawal. If the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediate written declaration to Norrenbrock Technik GmbH & Co KG.

11. special conditions for the agreement of a contract for work and services

If the production of a result is agreed in the sense of a contract for work and services, the following contractual conditions shall apply in addition to Sections 1 to 10 and 13 of these General Terms and Conditions:

11.1 Place and duration of manufacture

11.1.1 The work shall be manufactured at the factory of Norrenbrock Technik GmbH & Co. KG (hereinafter referred to as "Contractor"), unless production at a different location has been expressly agreed. Deadlines and dates promised are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. The expected production period shall be agreed individually or specified by the contractor upon acceptance of the order. The agreed estimated production period is subject to timely delivery by other suppliers and the final clarification of all technical issues.

11.1.2 Without prejudice to its rights arising from the Customer's default, the Contractor may demand that the Customer extend production deadlines or postpone completion dates by the period if the Customer fails to meet its contractual obligations towards the Contractor.

11.1.3 If the Contractor is in default with the production of a work or if production becomes impossible for whatever reason, its liability for damages shall be limited in accordance with Section 8 of these General Terms and Conditions.

11.2 Acceptance

11.2.1 After completion of the work and successful performance of the functional test, the Contractor shall notify the Customer that the work item is ready for collection or shipment (notification of readiness). The Customer must collect the object of work or arrange for collection or dispatch without delay, but at the latest within fourteen (14) days of receipt of the notification of readiness.

11.2.2 Upon handover or receipt of the object of work, the Customer must declare acceptance in writing. If the Customer does not declare acceptance immediately, the Contractor may set a reasonable deadline for the Customer to make this declaration. A period of ten (10) days shall be deemed reasonable, unless a shorter or longer period is justified in individual cases due to special circumstances.

11.2.3 If no specific and comprehensible reasons for refusal of acceptance are presented in writing within the reasonable period set, acceptance shall be deemed to have taken place. The commissioning of the object of work by the customer shall also be deemed acceptance. Neither shall release the customer from the obligation to declare acceptance in writing to the contractor.

11.3 Transfer of risk

11.3.1 The risk of accidental loss and accidental deterioration of the object of the work shall pass to the customer at the latest when the object of the work is handed over (whereby the start of the loading process shall be decisive). If shipment of the object of the work has been agreed, however, the risk of accidental loss and accidental deterioration of the object of the work as well as the risk of delay shall pass to the customer at the latest when the object of the work is handed over to the forwarding agent, carrier or other third party designated to carry out the shipment. The start of the loading process shall be decisive. The above shall also apply if partial deliveries are made or if the customer has assumed other services (e.g. shipment, installation or final assembly at the customer's premises).

11.3.2 If the handover or dispatch is delayed due to a circumstance caused by the Customer, the risk shall pass to the Customer from the day on which the object of the work is ready for handover or dispatch and the Contractor has notified the Customer of this.

11.3.3 If shipment has been agreed, the consignment shall only be insured by the Contractor against theft, breakage, transport, fire and water damage or other insurable risks at the express request and expense of the Customer.

11.3.4 Storage costs after the transfer of risk shall be borne by the customer. In the case of storage by the Contractor, the storage costs shall amount to 1.5% of the invoice amount in respect of the work per week elapsed. We reserve the right to claim and prove further or lower storage costs.

11.4 Warranty, material defects

11.4.1 The warranty period is one year from the date of acceptance.

11.4.2 In the event of material defects in the work items, the Contractor shall initially be entitled to rectify the defect twice at its discretion within a reasonable period of time. In the event of final failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay in rectification, the Customer may withdraw from the contract or reduce the remuneration for the work appropriately.

11.4.3 If a defect is due to the fault of the Contractor, the Customer may, notwithstanding the provisions of this section, claim damages under the conditions set out in clause 8.

11.4.4 If the Customer receives defective operating or assembly instructions, the Contractor shall only be obliged to supply operating or assembly instructions that are free of defects. However, this shall only apply if the defect in the operating or assembly instructions prevents proper operation or proper assembly. 11.4.5 In the event of defects in components from other manufacturers which the Contractor cannot remedy for licensing or factual reasons, the Contractor shall, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the Customer or assign them to the Customer. Warranty claims against the Contractor for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the Customer's warranty claims against the Contractor shall be suspended.

11.4.6 The warranty shall not apply if the customer modifies the subject matter of the contract or has it modified by third parties without the contractor's consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Customer shall bear the additional costs of remedying the defect resulting from the modification.

12. special conditions for the agreement of a purchase contract

If the delivery of an item is agreed in the sense of a purchase contract, the following contractual terms and conditions shall apply in addition to Sections 1 to 10 and 13 of these General Terms and Conditions:

12.1 Delivery and delivery time

12.1.1 Delivery is ex works. Deadlines and dates for deliveries and services promised by Norrenbrock Technik GmbH & Co. KG (hereinafter referred to as "Seller") for deliveries and services shall always be approximate only, unless a fixed period or date has been expressly promised or agreed. The delivery period shall be agreed individually or specified by the Seller upon acceptance of the order. The agreed delivery times are subject to timely delivery by other suppliers and the final clarification of all technical issues for brand-new contractual items.

12.1.2 If shipment has been agreed separately, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with transportation. If the goods cannot be dispatched on time through no fault of the seller, the delivery times shall be deemed to have been met upon notification of readiness for dispatch. The buyer shall bear the shipping costs. The subject matter of the contract shall be shipped uninsured, unless otherwise agreed.

12.1.3 The Seller may - without prejudice to its rights arising from the Buyer's default - demand from the Buyer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period in which the Buyer fails to meet its contractual obligations to the Seller.

12.1.4 The Seller is only entitled to partial performance if

• the partial delivery can be used by the buyer within the scope of the contractual purpose,
• the delivery of the remaining ordered contractual items is ensured and
• the buyer does not incur any significant additional work or costs as a result, unless the seller agrees to bear the costs.

12.1.5 In the case of brand-new contractual items, the Seller reserves the right to make changes to the design or shape, deviations in color and changes to the scope of delivery during the delivery period, provided that the changes or deviations are reasonable for the Buyer, taking into account the interests of the Seller. If the Seller uses symbols or numbers to designate the order or the ordered subject matter of the contract, no rights can be derived from this alone.

12.1.6 If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for whatever reason, the Seller's liability for damages shall be limited in accordance with Section 8 of these General Terms and Conditions.

12.1.7 The shipping method and packaging are subject to the dutiful discretion of the Seller.

12.2 Transfer of risk

12.2.1 The risk of accidental loss and accidental deterioration of the subject matter of the contract shall pass to the Buyer at the latest when the subject matter of the contract is handed over. The start of the loading process is decisive. If shipment of the subject matter of the contract has been agreed, however, the risk of accidental loss and accidental deterioration of the subject matter of the contract as well as the risk of delay shall pass to the Buyer at the latest when the subject matter of the contract is handed over to the forwarding agent, carrier or other third party designated to carry out the shipment. The start of the loading process is decisive. The above shall also apply if partial deliveries are made or if the Seller has assumed other services (e.g. shipment, installation or final assembly at the Buyer's premises). If the shipment or handover is delayed as a result of a

In the event of a circumstance whose cause lies with the buyer, the risk shall pass to the buyer from the day on which the subject matter of the contract is ready for handover or dispatch and the seller has notified the buyer of this.

12.2.2 Storage costs after the transfer of risk shall be borne by the Buyer. In the case of storage by the Seller, the storage costs shall amount to 1.5% of the invoice amount of the contractual items to be stored per week elapsed. The assertion and proof of further or lower storage costs shall remain reserved in each case.

12.2.3 The consignment shall only be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Buyer and at the Buyer's expense.

12.3 Acceptance of the object of purchase

Insofar as acceptance is to take place, the object of purchase shall be deemed to have been accepted if

• the delivery and, if the seller also owes the installation, the installation has been completed,
• the seller has informed the buyer of this with reference to the presumption of acceptance in accordance with this clause and has requested the buyer to accept the goods,
• twelve (12) working days have passed since delivery or installation or the Buyer has started to use the subject matter of the contract (e.g. has put the delivered object of purchase into operation) and in this case six (6) working days have passed since delivery or installation, and
• the Buyer has failed to expressly accept the goods within this period for a reason other than a defect notified to the Seller which makes the use of the subject matter of the contract impossible or significantly impairs it.

12.4 Retention of title and property rights
12.4.1 The subject matter of the contract shall remain the property of the Seller until all claims to which the Seller is entitled against the Buyer have been satisfied, including

all current account balance claims. For the duration of the retention of title, the seller shall have the right to possess the vehicle registration document, insofar as this has been issued for the subject matter of the contract. If the buyer acts in breach of contract - in particular if he is in default of payment on a claim - the seller has the right to take back the subject matter of the contract after the seller has set the buyer a reasonable deadline for performance. The transportation costs incurred in this case shall be borne by the Buyer. If the seller takes back the subject matter of the contract, this shall constitute a withdrawal from the contract. It also constitutes a withdrawal from the contract if the seller seizes the subject matter of the contract. The seller may also sell the repossessed object of the contract by private sale. The proceeds of the sale shall be offset against the amounts owed by the buyer to the seller after the seller has deducted an appropriate amount for the costs of the sale. Withdrawal shall not affect other rights of the seller, in particular a claim for compensation for loss of profit (damages).

12.4.2 Until the transfer of ownership to the Buyer, the Buyer must treat the subject matter of the contract with care and insure it adequately at its own expense at replacement value against damage, in particular through fire, water, theft, loss and vandalism. If maintenance and inspection work becomes necessary, the buyer must carry it out in good time at his own expense. Apart from emergencies, this work must be carried out at the seller's premises or at a specialist workshop proposed by the seller, unless otherwise agreed separately.

12.4.3 The Buyer may use the subject matter of the contract still owned by the Seller and resell it in the ordinary course of business as long as he is not in default of payment and no significant deterioration in the Buyer's financial circumstances has occurred or threatens to occur. However, he may not pledge the subject matter of the contract or assign it by way of security. The Buyer hereby assigns in full to the Seller by way of security all claims of the Buyer against its customers arising from the resale of the subject matter of the contract and all claims of the Buyer in respect of the subject matter of the contract which arise against its customers or third parties for any other legal reason (in particular claims arising from tort, from leasing and claims for insurance benefits), including all current account balance claims. The Seller hereby accepts this assignment.

The buyer may collect these claims assigned to the seller for his account in his own name on behalf of the seller as long as the seller does not revoke this collection authorization. This shall not affect the seller's right to collect these claims itself; however, the seller shall only assert the claims itself and revoke the direct debit authorization if the seller has a legitimate interest in doing so (e.g. if the buyer does not properly meet its payment obligations or if a significant deterioration in the buyer's financial circumstances has occurred or threatens to occur).

If the Buyer acts in breach of contract - in particular if he is in default of payment on a claim - or if the Seller asserts a legitimate interest, the Seller may demand that the Buyer informs the Seller of the assigned claims and the respective debtors, informs the respective debtors of the assignment and hands over to the Seller all documents and provides all information required by the Seller to assert the claims.

12.4.4 Any processing or transformation by the Buyer of the subject matter of the contract still owned by the Seller shall always be carried out on behalf of the Seller. If the subject matter of the contract is processed with other items that do not belong to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the subject matter of the contract (final invoice amount including VAT) to the other processed items at the time of processing. In

Otherwise, the same applies to the new item created by processing as to the subject matter of the contract.

If the subject matter of the contract still owned by the Seller is inseparably combined or mixed with other items not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the subject matter of the contract (final invoice amount including VAT) to the other combined or mixed items at the time of combination or mixing. If the subject matter of the contract is combined or mixed in such a way that the Buyer's item is to be regarded as the main item, the Buyer and the Seller hereby agree that the Buyer shall transfer co-ownership of this item to the Seller on a pro rata basis. The seller hereby accepts this transfer.

The buyer shall exercise the sole ownership or co-ownership rights to an item created in this way on behalf of the seller until revocation by the seller, which is permissible if the seller has a justified interest.

12.4.5 In the event of seizure by third parties of the subject matter of the contract still owned by the Seller or in the event of other interventions by third parties with regard to the subject matter of the contract, the Buyer shall draw attention to the Seller's ownership and notify the Seller immediately in writing so that the Seller can enforce its ownership rights. If the third party is unable to reimburse the judicial or extrajudicial costs incurred by the Seller in this connection, the Buyer shall be liable for such costs if the Buyer is responsible for the seizure or other interference by the third party.

12.4.6 In the event of loss, destruction or damage to the subject matter of the contract still owned by the Seller, the Buyer shall inform the Seller immediately and, upon request, provide the Seller with all damage documents relating to the subject matter of the contract, in particular damage appraisals, notify the Seller of existing insurance policies and, at its discretion, provide the Seller with either the insurance policy or a security certificate issued by the insurer for the subject matter of the contract.

12.4.7 If the Buyer so requests, the Seller shall be obliged to release the securities to which it is entitled to the extent that their realizable value permanently exceeds the value of the outstanding claims against the Buyer by more than 10%. However, the seller may select the securities to be released.

12.5 Warranty, material defects

12.5.1 The warranty period for brand-new contractual items is one year from delivery or, if acceptance is required, from acceptance. In all other cases, the sale/delivery of the subject matter of the contract shall take place to the exclusion of any liability for material defects, unless otherwise expressly agreed separately in writing or in text form.

12.5.2 The delivered contractual items must be carefully inspected immediately after delivery to the Buyer or to the third party designated by the Buyer. They shall be deemed approved by the Buyer with regard to obvious defects or other defects that would have been recognizable in an immediate, careful inspection if the Seller does not receive a written notice of defects within seven (7) working days of delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the Buyer if the notice of defects is not received by the Seller within seven (7) working days of the time at which the defect became apparent; if the defect was already recognizable to the Customer at an earlier time under normal use, however, this earlier time shall be decisive for the start of the period for giving notice of defects. At the Seller's request, the object of the contract complained about shall be returned to the Seller carriage paid. In the event of a justified notice of defects, the Seller shall reimburse the costs of the most favorable shipping route; this shall not apply if the costs increase because the subject matter of the contract is located at a place other than the place of intended use.

12.5.3 In the event of material defects in the delivered contractual items, the Seller shall initially be entitled to rectify the defect twice at its discretion within a reasonable period of time. In the event of final failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay in rectification, the Buyer may withdraw from the contract or reduce the purchase price appropriately.

12.5.4 If a defect is due to the fault of the Seller, the Buyer may claim damages under the conditions set out in clause 8, notwithstanding the provisions of this section.

12.5.5 If the Buyer receives faulty operating or assembly instructions, the Seller shall only be obliged to supply faultless operating or assembly instructions. However, this shall only apply if the defect in the operating or assembly instructions prevents proper operation or proper assembly.

12.5.6 In the event of defects in components from other manufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at its discretion, assert its warranty claims against the manufacturers and suppliers for the account of the Buyer or assign them to the Buyer. Warranty claims against the Seller for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the relevant warranty claims of the Buyer against the Seller shall be suspended.

12.5.7 The warranty shall not apply if the Buyer modifies the subject matter of the contract or has it modified by a third party without the Seller's 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.

13. final provisions

13.1 The place of performance for all obligations arising from a contractual relationship is the respective registered office of Norrenbrock Technik GmbH & Co. KG, unless otherwise agreed.

13.2 The exclusive place of jurisdiction is the respective registered office of Norrenbrock Technik GmbH & Co. KG. All legal relationships shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

13.3 Should a contractual clause be wholly or partially invalid or later become invalid, this shall not affect the validity of the remaining contractual provisions. It is the express intention of the contracting parties to maintain the validity of the remaining contractual provisions under all circumstances and thus to waive § 139 BGB in its entirety. The same applies in the event of a gap in the contract. The contracting parties shall agree on an appropriate legally valid provision to replace an invalid or ineffective contractual provision that comes as close as possible to the economic intent of the invalid or ineffective provision.

Status: July 2016