Section 1
General matters- Scope

1.
The following Terms and Conditions apply only to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB). They apply to all purchase contracts, delivery contracts, and contracts to produce a work concluded with us, unless the contracts came into effect through use of our webshop. The “General Terms and Conditions of Sale and Delivery of the Bornemann Webshop” apply to contracts concluded through the webshop.

2.
Our Terms and Conditions apply exclusively. We do not acknowledge terms and conditions of the customer that conflict with or deviate from our Terms and Conditions. The foregoing does not apply if we expressly consent in writing to the deviating terms and conditions of the customer. If we carry out a delivery without reservation despite awareness of the deviating terms and conditions of the supplied customer, this does not mean that we acknowledge the deviating terms and conditions of the customer.

3.
All agreements that have been made between us and the customer are set down in writing in this contract. Side understandings or supplementary agreements to this contract do not exist.

Section 2
Offer

1.
Our offers or non-binding and subject to change.

2.
Our prices are ex works, plus value-added tax, packaging, and transport insurance.

3.
Offers, as well as samples and production documents sent with offers, remain our property, and we retain other rights in and to them, particularly copyrights. Offers and the samples and production documents provided with them are to be treated in confidence. Absent our prior express written permission, they may not be made accessible to third parties or used in connection with order negotiations with third parties or for follow-on projects.

Section 3
Quality

1.
The item offered by us (the “Purchased Item”) is suitable solely for combination with other items.

2.
It is the customer’s responsibility to test whether it can use the Purchased Item, particularly whether the material of which the Purchased Item consists and the material of which the item consists that is to be combined with the Purchased Item are compatible with each other. We will provide the customer with samples for this purpose.

Section 4
Payment – Payment reminder fee – Credit report

1.
Our claims are due for payment immediately (from the invoice date). The payment terms specified in the order confirmation are applicable.

2.
Counterclaims entitle the customer to set off against or retain due payments only if same are uncontested or have been reduced to an enforceable judgment. The exercise of a right of retention is permissible only if it is based on the same contractual relationship.

3.
We charge €2.50 for each payment reminder. The arrangement in section 288 BGB remains unaffected by this.

4.
We reserve the ability to evaluate credit risk on the basis of mathematical statistical procedures used by the credit agencies Verband der Vereine Creditreform e.V., Hellersberg Straße 12, 41460 Neuss, Crif Bürgel GmbH, Leopoldstraße 244, 80807 Munich, and Bisnode Deutschland GmbH, Robert-Bosch-Straße 11, 64293 Darmstadt. For this purpose, personal data that are necessary for the credit check (last name, first name, company name, address, bank data) are transferred to the credit agency. Data are thus processed and disclosed for the purpose of checking credit in order to avoid payment default and on the basis Article 6(1)(b) and (f) of the EU General Data Protection Regulation (GDPR). Based on this information, a statistical probability of credit default and thus of your ability to pay is calculated.

Section 5
Delivery and transfer of risk

1.
Over- or under-deliveries of up to 10% are considered to be performance in conformity with the contract.

2.
Delivery times that we indicate start on the date on which the customer has sent to us all information and materials necessary for processing its order, particularly all materials and technical information necessary for production. If a down payment has been agreed upon with the customer, the indicated delivery time does not begin until receipt of such payment by us.
If the customer subsequently desires changes, and if agreement is reached in this regard, the delivery times are extended to the appropriate extent.

3.
The risk of accidental loss and accidental deterioration of the item passes to the customer once the item has left our company for delivery to the customer.

Section 6
Securing of our claims

1.
We retain title to the Purchased Item delivered by us until payment in full of all claims under the business relationship with the customer.

If the customer combines the Purchased Item with other goods, thereby extinguishing our title to the Purchased Item, and if at the same time we do not by virtue of law acquire title to the uniform item that results from the combination (the “New Item”), then at the time of contract conclusion, the customer transfers to us co-title to the New Item in the ratio that the value of the Purchased Item bears to the value of the goods combined with the Purchased Item.

The same applies where the Purchased Item is inextricably intermixed with other items to which we do not have title or where the Purchased Item is processed or reshaped.

The customer must hold for us in safekeeping the new items to which we have (co-) title.

2.
The customer may sell the Purchased Item/New Item to which we have title (including co-title) only in the normal course of business at its normal business terms and conditions and as long as it is not in default. The customer hereby assigns to us its claims from the resale. In the event of a sale of New Items to which we have co-title pursuant to Section 6 No. 1, the customer assigns to us a portion of the claim corresponding to our share of co-title.

If the customer sells the Purchased Item/New Item together with other goods to which we do not have title, it assigns to us the claim from the resale in the ratio of the value that the item delivered by us bears to the other sold goods.

We hereby accept the foregoing assignments by the customer.

3.
The customer is entitled to collect claims from the resale unless we revoke the authorisation. Where we so demand, the customer is obligated to immediately notify its customers about the assignment of the claim to us and to provide us with the information and documentation necessary for collection.

4.
The customer is not entitled to assign the claim further.

5.
Where so requested by the customer, we undertake to release the collateral to which we are entitled to the extent that it exceeds 10% of the realisable value of the claims being secured.

Section 7
Warranty

We provide a warranty for defects in accordance with the following specifications:

1.
Section 377 of the German Commercial Code (HGB) applies.

2.
Warranty claims are prescribed one year after delivery of the Purchased Item.

The arrangement in section 445 BGB remains unaffected.

3.
If the Purchased Item has a defect, we are entitled, at our discretion, to provide a cure in the form of elimination of the defect or delivery of a new, defect-free item.

If the cure fails, the customer is entitled, at its discretion, to reduce the purchase price or terminate the contract.

4.
Section 8 applies to claims for compensation of damage.

Section 8
Liability/Compensation of damage

1.
The customer’s claims against us, our legal representatives and/or persons we use to perform an obligation (Erfüllungsgehilfen) or our vicarious agents (Verrichtungsgehilfen) for compensation of damage and of fruitless expenses that it incurred are excluded irrespective of the legal reason, particularly as a result of breach of obligations under the contract with the customer and/or tort.

2.
The foregoing does not apply to the extent that we, our legal representatives, persons we use to perform an obligation, or our vicarious agents have acted wilfully or with gross negligence and/or in the event of a breach of material contractual obligations. In this regard, material contractual obligations mean those whose fulfilment is essential for proper performance of the contract and on whose compliance the customer normally relies and is entitled to rely, particularly those that bear a reciprocal relationship to one another.

3.
In the case of a breach of material contractual obligations that is not wilful or grossly negligent, the scope of liability is limited to compensation of the damage that is foreseeable and typical for this type of contract.

4.
The provisions of this Section apply mutatis mutandis to the extent that instead of a claim for compensation of damage, the customer demands compensation of fruitless expenses.

5.
The foregoing limitations of liability do not apply where we are strictly liable, e.g. in accordance with the German Product Liability Act (Produkthaftungsgesetz), or to damages resulting from loss of life, bodily injury, or damage to health or where we have provided a guarantee.

6.
To the extent that our liability is excluded or limited as a result of the foregoing provisions in this Section, this also applies to the personal liability of our executives, workers, employees, representatives, and persons we use to perform an obligation.

Section 9
Force majeure

We do not bear the risk for events and circumstances that lie outside our sphere of influence and that we therefore cannot control, such as natural events, strikes and lock-outs, force majeure, etc. If such circumstances or events occur, applicable as between the parties are the rules that govern in the event that the basis of the transaction has ceased to exist.

Section 10
Customer obligations

1.
Absent the cooperation of the customer, we cannot fulfil our contractual obligations. Therefore, the customer undertakes to provide all performance/acts to be rendered by it that are necessary for contract fulfilment by us in the manner in which they are contractually owed. That applies, in particular, to inspection and acceptance of the Purchased Item. The customer owes such acts, just as it does the contractually agreed consideration. If it breaches this obligation, it may be considered to be in payment default.

2.
The customer must give us prompt written notice of liens or other interventions by third parties in our property so that we can lodge suitable legal remedies.

Section 11
Miscellaneous

1.
Our registered office is the place of performance and the exclusive place of jurisdiction for deliveries, payments, and any disputes that may arise. We are entitled to bring suit against the customer at its place of jurisdiction.
2.
The law of the Federal Republic of Germany is applicable. The validity of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

3.
If one of these provisions should be or become ineffective or void, this does not affect the effectiveness of any of the other provisions.

Version: May 2020