GTC

General Terms and Conditions of Sales, Delivery and Payment

1. Scope of application

1.1 Our deliveries and services are governed by the following conditions. Differing or contradictory terms, including those of our customers, apply only if confirmed by us in writing.

1.2 These General Terms and Conditions apply only to entrepreneurs, legal entities subject to public law and special assets subject to public law according to § 310 Abs. 1 BGB (German Civil Code).

1.3 These General Terms and Conditions apply also to future business with the customer, provided the transaction is of similar nature.

1.4 Individual agreements made with the customer (including additional, subsidiary and amended agreements) have priority over these terms. The content of such an agreement must be agreed upon in written, electronic, text or another agreed form, save proof of the contrary.

1.5 For orders processed via our webshop, the separate webshop T&Cs below apply

2. Quotations

2.1 Our quotations are non-binding and therefore not offers according to §145 BGB.

2.2 Provided a purchase order fulfills all the requirements of an offer according to §145 BGB, it can be accepted and confirmed within three weeks via order confirmation in written, electronic, text or another agreed form.

2.3 Our quotations as well as other, already existing contractual obligations to deliver are subject to the condition that their implementation does not violate statutory regulations, especially anti-dumping and/or other countervailing and penalty duty regulations, and that no such (preliminary) proceedings will be brought against us. The imposition of such duties as well as the initiation of such (preliminary) proceedings are regarded as circumstances beyond our control and entitle us to withdraw our quotations and/or our existing obligations to deliver without liability or cost for us. Alternatively we have the right to renegotiate with the customer in order to adjust price and delivery terms in quotations and/or existing contractual commitments. The customer must indemnify us from any third parties claims and reimburse us for potential expenses arising therefrom.

3. Property rights

3.1 We retain all ownerships and copyrights to images, drawings, calculations and other documents we illustrate, including those in electronic form. This also applies, if documents are handed out to the customer, irrespective of the purpose.

3.2 Images, drawings, calculations and other documents may not be used for any other purposes, duplicated, counterfeited or made accessible to third parties without our prior permission.

3.3 In the event of our not accepting the customer‘s offer within the time period according to 2.2, our documents must be returned to us immediately. Furthermore, we have the right to demand their return at any point in time.

4. Prices

4.1 Prices are ex works, excluding packaging plus VAT costs unless otherwise agreed. Packaging costs are charged separately, if not otherwise specified in the order confirmation.

4.2 Unless a fixed price agreement has been arranged, we reserve the right to make appropriate price changes during the term of a contract, if it has a duration of 4 months or more, as a result of reduction or increase of material costs, labour costs, freight costs or public taxes. Proof of such changes in costs will be shown to the customer on request.

5. Delivery

5.1 The delivery time and/or date indicated in the order confirmation is approximate and non-binding. The commencement of the stated delivery period is subject to the customer’s obligations having been fulfilled in due time and manner. The objection to unfulfilled contracts and the assertion of any rights of retention remain reserved.

5.2 Should a delay occur, we only assume liability for intent or gross negligence caused by us, our employees, our agents or our subcontractors. If the delay is not based on an intentional or grossly negligent violation of the contract, the liability for damage is limited to a maximum amount of 15% of the delivery value.

5.3 Events arising from force majeure entitle us to postpone delivery for the duration of the event and/ or its repercussion. The same applies to strikes, mobilisation, war, riot, import and export restrictions/ bans, shortage of energy and raw material, fire, weather, traffic conjestion or other events beyond our control. It is irrelevant, whether these occurances affect us directly or indirectly (through one of our suppliers and/or subcontractors). If such an event renders delivery impossible or causes a delay of more than 4 weeks, we shall be entitled to withdraw from a contract. After these 4 weeks, the customer is entitled to a statement as to whether we withdraw or whether we will deliver within an acceptable period of time. Should we not respond reasonably soon, the customer may on his part exercise his right of withdrawal from the part of performance not yet fulfilled. Furthergoing claims on the part of the customer are excluded.

5.4 Pandemics, epidemics and similar impediments, which are beyond our control and for which we are not liable, are also regarded as force majeure.

5.5 If the customer fails to accept delivery or culpably violates his obligation to cooperate, we are entitled to compensation from the customer for damages incurred as well as any potential additional costs.

6. Transfer of risk

Should the customer require the delivery of goods, the risk of accidental destruction, loss, damage and/ or degradation is transferred to the customer when the goods are dispatched, at the latest when they leave our plant/ warehouse, regardless of whether the goods are sent from the place of performance or who carries freight costs.

7. Terms of payment

7.1 In individual cases, especially if the order quantity is small, we reserve the right to carry out an over- or underdelivery of up to 10 % of the quantity ordered. In such cases, the customer will be charged for the actual amount delivered.

7.2 Our general term of payment is 30 days net after the date of the invoice, unless otherwise agreed on in contractual arrangements or order confirmations. Payment is to be made in Euros.

7.3 In addition to the legel regulations, we reserve the right to withhold further deliveries as well as other orders until any outstanding claims against the customer have been fulfilled.

7.4 If partial deliveries have been agreed upon, we reserve the right to claim payment for the part of the total order which has been delivered.

8. Rights of retention/offset

8.1 The customer is only entitled to offset claims which are undisputed and/ or legally final and binding. The right to withhold payments on the customer’s part is only authorised, if the counterclaim is based on the same contractual relationship.

8.2 Where we anticipate our payment claims being jeorpardised by a substantial deterioration of the customer’s financial situation, we reserve the right to only deliver in installments against advance payment or other securities.

9. Notification of defects/defect rights/warranty

9.1 The customer only has defect rights, if the obligations to properly examine the goods and to lodge a complaint in accordance to §377 HGB (German Commercial Code) have been fulfilled. Complaints forobvious defects must be submitted immediately, though at the latest 5 days after the goods have beenreceived. Concealed defects must also be reported immediately after becoming apparent, though at thelatest 5 days after detection. Also, if goods have been dispatched to the customer, any damage/objection must be reported to and confirmed by the freight forwarder.

9.2 Warranty claims are subject to a limitation period of 12 months after the delivery of our goods to the customer. For claims of compensation in cases of gross negligence or intent, or in cases of the loss of life, limb or health, the statutory limitation period shall apply.

9.3 If a complaint is lodged, the customer must make the alledgedly faulty part(s) available to us for inspection. We will decide whether we inspect the goods on site or have them returned to our facility for inspection. If we decide on the latter, the necessary return transportation may only be arranged by us.

9.4 In the case of a defect acc. to 9.1, subject to the defect having been notified as described, the customer has the right to subsequent fulfillment. Here we shall decide on whether the defect can/ will be rectified or whether new products will be delivered. Accordingly, the customer must give us a reasonable period of time in order to rectify the situation. Only if subsequent fulfillment fails, shall the customer be entitled to either reduce payment or withdraw from the contract, regardless of any claims for compensation.

9.5 Warranty claims shall not be valid in cases of minor deviation of quality, negligible impairment of usability and normal wear and tear. Also we are not liable for damage after the transition of risk due to incorrect or negligent handling, excessive strain, unsuitable operating equipment or exceptional external influences.

9.6 We are not liable for damage not caused to the goods themselves or by our goods. We also assume no liability for consequential damage, loss of profit or other financial losses of the customer. This limitation of liability does not apply in cases of intent or gross negligence of obligations by us, our employees, our agents or our subcontractors. Furthermore it shall not apply, if an essential contractual obligation is infringed by us. In this case our liability for compensation is limited to the foreseeable damage which may typically occur. Claims of compensation in cases of loss of life, limb or health are limited accordingto 9.2 (statutory limitation period).

9.7 The customer is not entitled to claim a refund for increased expenditure required for subsequent fulfilment, in particular travelling expenses, carriage costs, labour costs, costs for material and costs for dismantling and reassembly, if the goods have been moved to somewhere other than his plant. This does not apply if the movement complies with the intended use of the goods.

9.8 The customer may only exercise his/her right of legal recourse, if he/she has not arranged an agreement that exceeds legal mandatory claims for defects with his purchaser. The extent of recourse rights is inaccordance with 9.7.

10. Retention of title

10.1 The goods remain our property until full settlement of all payment claims. The dropping of claims in a current invoice or the settling of a current account do not affect the retention of title. In the case of a breach of contract, in particular delay of payment, we are entitled to demand return of the object(s) of purchase. A redemption demand on our part does not result in withdrawal from the contract, unlessstated explicitly. After repossession, we are entitled to dispose of the goods. The earnings from the disposal, less reasonable disposal costs, shall be credited to the customer‘s accounts payable.

10.2 In the event of confiscation or another intervention by a third party, the customer must immediately inform us in writing. If the third party is not able to cover the judicial and/or out-of-court costs necessary for our legal representation and to reimburse us, the customer is liable for any loss thus incurred.

10.3 The customer is obliged to handle our goods carefully as long as the ownership has not been transferred. Also the customer is particularly obliged to insure them sufficiently at their original value and at own expense against loss and damage arising from fire, water and theft. Maintenance duty potentially occurring during this time must be carried out immediately and at the customer’s expense.

10.4 The customer is entitled to resell the purchased goods in the ordinary course of business. However, the customer now assigns to us all claims arising through resale in the amount of the final commercial invoice, including value-added tax (if applicable) – irrespective of whether the resale occurs with or without processing. The customer has the right to collect the assigned claim on our behalf. Our right to collect the account receivable remains unaffected. However, we undertake to not make use of this right as long as the customer does not default payment within the agreed term and does not apply for insolvency. In the event that the customer defaults, we reserve the right to demand that the customer discloses to us the assigned claims including information on the respective debtors. The customer must provide us with all necessary particulars and hand over all pertinent documents, as well as notify his debtors of the assignment.

10.5 Provided the realisable total value of securities granted to us not only temporarily exceeds 120% of our remaining outstanding claims against the customer, we are obliged, at the customer‘s request, to release the securities to which we are entitled exceeding this sum.

11. Provisions

11.1 Unless otherwise stated in the order confirmation, the place of performance for all services and deliveries in connection with the contractual relationship between us and the customer is Remscheid. The place of jurisdiction for all potential disputes arising from our contractual relationship is also Remscheid.

11.2 The laws of the Federal Republic of Germany shall apply with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG), 11 April 1980.

11.3 Should one of the above clauses become ineffective, or have ceased to be a part of the contract, the validity of the remaining terms shall not be affected. In this case both parties are obliged to take all measures to replace the clause in question with a clause that best reflects the intended economic interests of both parties.

12. Data Privacy Statement

12.1 Personal data (e.g. title, name, address, e-mail address) are collected, processed and stored by us exclusively in accordance with applicable laws, in particular the German Federal Data Protection Act (BDSG) and the EU General Data Protection Regulation (GDPR) as well as the German Telemedia Act (TMG).

12.2 We provide supplementary information on data protection as well as on the type, scope and purpose of the collection and use of personal data carried out as part of our data protection declaration on www.david-dorfmueller.de .

Remscheid, 20th April 2023

Webshop GTC

1 Scope of application and provider

1.1 These General Terms and Conditions apply to all orders placed by customers in our online store.

1.2 The goods offered in our online store are aimed exclusively at customers who are to be regarded as entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB), i.e. who are acting in the exercise of a commercial or independent professional activity when concluding the contract.

1.3 Our deliveries, services and offers are made on the basis of these General Terms and Conditions. In addition, our General Standard Terms and Conditions apply, which are available at https://david-dorfmueller.de/kontakt/agb/. The General Terms and Conditions shall also apply to all future business relationships, even if they are not expressly agreed again. The inclusion of general terms and conditions of the customer that contradict our General Terms and Conditions is hereby rejected.

2 Registration, offers, ordering and conclusion of contract

2.1 Your registration for our webshop is free of charge. There is no entitlement to admission. The data required for registration must be complete and truthful. Electronic registration takes place via an e-mail address and a password. You are obliged to keep your password secret. Apart from the declaration of your agreement to these General Terms and Conditions, your registration does not entail any obligations. You are solely responsible for updating your data.

2.2 All our offers are always subject to change and non-binding. Your order constitutes a binding offer to us, which we accept by sending your order or by sending a separate order confirmation by e-mail (but not by the automatic order confirmation).

2.3 The information contained in quotation declarations, catalogs, online stores, brochures, price lists, drawings and similar documents regarding dimensions, weights, performance or material is accurate but non-binding. We expressly reserve the right to make price changes, technical changes, errors, printing errors or prior sales.

2.4 Collateral agreements are only effective if they have been confirmed in writing.

3. prices

3.1 The prices in our webshop are shown in EURO without statutory VAT and without discounts or other rebates.

3.2 Shipping and packaging costs are shown separately. This also applies to any discounts such as the online discount and other discount campaigns.

3.3 The respective prices at the time of the order shall apply. Any customary national import sales taxes etc. shall be borne by the customer.

4 Payment, offsetting, right of retention

4.1 The purchase price including all costs shall be due upon conclusion of the contract; payments shall be made strictly net without discounts or other deductions, unless another payment method has been expressly agreed in writing.

4.2 Should David Dorfmüller Söhne GmbH & Co. KG subsequently becomes aware of circumstances which result in a significant deterioration of the customer's assets which is likely to jeopardize payment claims of David Dorfmüller Söhne GmbH & Co. KG against the customer, David Dorfmüller Söhne GmbH & Co. KG shall be entitled, in accordance with the statutory provisions, to refuse performance and possibly, after setting a deadline, to withdraw from the contract (§ 321 BGB) and/or to demand advance payment or the provision of security in the case of outstanding deliveries.

4.3 Payment options: Prepayment: After receiving your order, we will send you our account details with the order confirmation and you transfer the invoice amount to us. Upon receipt of your payment, we will deliver your order in accordance with our General Terms and Conditions. Invoice: If you select the payment method invoice, the individual terms of payment with the customer apply. This does not apply to all other payment methods. Invoices are payable in accordance with your individual terms of payment. In special cases, we reserve the right to refuse payment on account and to refer you to another payment method instead. Prepayment If you select prepayment, you will receive an order confirmation with the relevant bank details to which payment is to be made. Other payment methods In cooperation with the provider Mollie, we offer other payment methods (credit card payment, Apple Pay, Paypal, etc.). You can find out more about payment processing at www.mollie.com.

4.4 You can only offset against our claims if your counterclaim is undisputed or a legally binding title exists. Furthermore, you are only authorized to exercise a right of retention to the extent that your counterclaim is based on the same contractual relationship.

5 Retention of title and custom-made products

The delivered goods shall remain the property of David Dorfmüller Söhne GmbH & Co. KG. Withdrawal from the contract is excluded in the case of custom-made products and commission orders (articles and dimensions outside the respective valid range). Verbal information on design, dimensions and the like shall require our written confirmation. Additional costs incurred due to incorrect dimensions or data will be charged to the buyer.

6. shipping costs

In addition to the value of the goods, the shipping costs shown when the order is concluded must be paid. The shipping costs incurred can be viewed via a correspondingly labeled button on our website and are shown separately during the ordering process.

7 Delivery

7.1 Unless otherwise agreed and the goods are in stock, delivery shall be made from our warehouse to the delivery address you specify. Information on the delivery period is non-binding insofar as the delivery date has been bindingly agreed.

7.2 If the goods or part of the goods specified by you in the order are only temporarily unavailable, we will inform you of this in the order confirmation. The same applies if a product or part thereof is no longer available. Any payments already made will be refunded immediately.

7.3 If delivery is not possible for reasons within the customer's sphere of responsibility, the customer shall bear the costs for the unsuccessful delivery.

7.4 Delivery conditions up to 2,800 kg are generally DAP (Incoterms 2020), unless otherwise agreed. The packaging and shipping costs are nevertheless shown separately. Above 2,800 the delivery condition is EXW (Incoterms 2020) incl. packaging.

8 Data protection

8.1 When handling your personal data, we comply with all provisions of the Data Protection Act and the Telemedia Act and are entitled to process and store all data relating to the business relationship with you in compliance with these laws.

8.2 Further information on the type, scope, location and purpose of the collection, processing and use of the personal data required for the execution of orders can be found in the data protection declaration.

8.3 Furthermore, we are authorized under applicable law to obtain information about your creditworthiness.

8.4 Data protection officer of the company GINDAT, Wetterauer Str. 6 42897 Remscheid, Germany

9. severability clause

Should individual provisions of these terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by the contracting parties by mutual agreement by a legally valid provision which comes closest to the economic sense and purpose of the invalid provision. The above provision shall apply accordingly in the event of loopholes.