General Terms and Conditions of WENAROLL GmbH tools and systems

§ 1 These general terms and conditions of sale and delivery apply to all deliveries. Supply contracts between the customer and WENAROLL are concluded only and exclusively when WENAROLL has confirmed the supply contract in writing. Amendments or supplements to the agreements made require written confirmation by WENAROLL to be effective. This also applies to agreements with customer representatives.

§ 2 In commercial transactions between merchants, these general terms and conditions of sale and delivery shall become part of the contract even if the order was placed verbally or by telex, and these conditions have already been made available to the customer. All our deliveries and services – including future ones – including proposals, consultations, and other ancillary services, are provided exclusively on the basis of these General Terms and Conditions. Other conditions, in particular the purchaser's purchasing and/or order conditions, shall not become part of the contract, even if we do not expressly object to them.

§ 3 Product Information
The specifications and information contained in general product documentation and price lists are only binding insofar as the contract expressly 1 and in writing refers to them.

§ 4 Drawings and technical information
If one party provides the other party with drawings and technical documents relating to the goods or their manufacture before or after the conclusion of the contract, these shall remain the property of the party providing them. If a party receives drawings, technical documents or other technical information, it may not use them for any purpose other than that for which they were supplied without the consent of the other party. They may not be used for other purposes, copied, reproduced, passed on to third parties or disclosed without the consent of the submitting party.

§ 5 Offers and Contract Conclusion
(1) Offers from WENAROLL in brochures, advertisements, etc. are non-binding and subject to change unless an explicit binding assurance is given. Documents belonging to the offer, such as data sheets, illustrations, drawings, weight and measurement specifications, are only approximate values unless they are expressly declared as binding. If WENAROLL provides the contractual partner with samples, drawings, or technical documents concerning the contract item, these remain the property of WENAROLL and must be returned by the contractual partner unsolicited and without delay if the contract does not materialize or is terminated.
(2) Orders from the contractual partner are binding for them. WENAROLL accepts the order unless it promptly declares rejection of the order acceptance to the contractual partner. If no written, telex, or electronic confirmation is made by WENAROLL, the delivery or invoice is considered as order confirmation.

§ 6 Transfer of Risk and Acceptance
The risk transfers to the contractual partner upon commencement of loading or dispatch of the delivery item, even if partial deliveries are made or WENAROLL has assumed other services, e.g., shipping costs or delivery and installation and/or commissioning. If the delivery item requires acceptance, the acceptance is decisive for the transfer of risk. Acceptance must be carried out immediately at the acceptance date or, alternatively, after notification by WENAROLL of readiness for acceptance, and may not be refused by the contractual partner due to the mere presence of a non-essential defect.
WENAROLL's services are deemed accepted if WENAROLL has notified the readiness for acceptance, pointing out the significance of the absence of the acceptance declaration, and the contractual partner then fails to declare acceptance or refuses acceptance, specifying defects that should be detailed to the best of their ability, within a period that allows them to recognize significant errors with due diligence, but at the latest after 20 working days.
If readiness for acceptance is not communicated, the time when the contractual partner should reasonably have become aware of the services shall apply instead of the time of notification.

§ 7 Prices
(1) Prices are ex works in €, excluding packaging, freight costs, and other ancillary costs; these are calculated at cost price (INCOTERMS® 2010: EXW ex works, freight collect / uninsured).
(2) Packaging will not be taken back.
(3) The respective value-added tax will be invoiced separately in addition to this total price.
(4) Cost estimates for repairs are non-binding. Defects found during the repair and their rectification will be billed separately after consultation.

§ 8 Payment
(1) Invoices from WENAROLL are due for payment within 30 days from the invoice date. WENAROLL grants a 2% discount for payments made within 14 days from the invoice date, provided and to the extent that there are no outstanding claims against WENAROLL. Discounting is excluded for credit note settlements.
(2) Payment is considered made only when WENAROLL can dispose of the amount. In the case of checks, payment is considered made when the check is cashed.
(3) In the event of late payment by the customer, WENAROLL is entitled to charge customary bank interest. In case of customer payment default, default interest at customary bank rates, but at least 3% above the respective discount rate of the Deutsche Bundesbank, is payable to WENAROLL, unless the customer can prove that no damage from the delay occurred or that it is significantly less than the flat rate. WENAROLL reserves the right to assert higher damages resulting from the delay.
(4) In case of non-compliance with the payment terms and upon becoming aware of payment difficulties or other circumstances that call the customer's creditworthiness into question, WENAROLL is entitled to immediately make all claims due. For deliveries or services not yet performed, WENAROLL may in this case demand cash on delivery or advance payment or withdraw from the contract, excluding any claims for damages against the buyer.
(5) If the customer withdraws from the contract without justification, they are obligated to pay 30% of the gross sales price as liquidated damages. The assertion of higher damages against appropriate proof remains unaffected.

§ 9 Delivery Time
(1) The delivery times specified in the offer correspond to the average delivery time after receipt of the written order by WENAROLL or after completion of the final technical clarification and approval by the client. Subsequent changes or technical clarifications may result in additional time (longer delivery time) and a price adjustment. Technical questions must be clarified promptly and corresponding information provided by both parties.
(2) The delivery period is deemed to have been observed if the delivery item has left the factory or readiness for dispatch has been communicated by its expiry.
(3) The delivery period shall be extended appropriately in the event of measures within the scope of labor disputes, in particular strikes and lockouts, as well as 1 upon the occurrence of unforeseen obstacles beyond WENAROLL's control, including those obstacles that demonstrably have a significant impact on the completion or delivery of the delivery item. This also applies if the circumstances occur 2 at sub-suppliers. WENAROLL is also not responsible for the aforementioned circumstances if they occur during an existing delay. WENAROLL will notify the customer of the beginning and end of such obstacles as soon as possible in important cases.
(4) WENAROLL is entitled to partial deliveries and partial services at any time.
(5) Compliance with the delivery period presupposes the fulfillment of the customer's contractual obligations.

§ 10 Transfer of Risk and Acceptance
(1) The risk transfers to the customer at the latest with the dispatch of the delivery parts, even if partial deliveries are made or the customer has assumed other services, e.g., shipping costs or delivery and installation. Only at the customer's express request will WENAROLL insure the shipment against theft, loss, breakage, transport, fire, and water damage, as well as other insurable risks, at the customer's expense.
(2) However, components exhibited at trade fairs are insured by WENAROLL against any damage and theft during transport.
(3) If dispatch is delayed due to circumstances for which the customer is responsible, the risk transfers to the customer from the day of readiness for dispatch; however, WENAROLL is obliged to effect the insurance requested by the customer at the customer's request and expense.
(4) Delivered items must be accepted by the customer, even if they have minor defects, without prejudice to the rights under Section IX.
(5) Damages and other complaints due to defective or incomplete delivery must be reported to WENAROLL in writing immediately upon receipt of the shipment, but no later than 3 days thereafter. If this notification is omitted, WENAROLL's deliveries are considered flawless, unless the defect was not recognizable during inspection or was fraudulently concealed by WENAROLL. If such a defect becomes apparent later, the report must be made immediately after discovery; otherwise, the delivered goods are deemed approved with respect to this defect as well.

§ 11 Retention of Title
(1) WENAROLL retains title to the delivery item until all claims of WENAROLL against the customer from the business relationship, including future claims arising from contracts concluded simultaneously or later, have been settled. This also applies if individual or all claims of WENAROLL have been included in a current account and the balance has been drawn and acknowledged.
In the event of contractual breach by the customer, especially in case of payment default, WENAROLL is entitled to take back the delivery item after a reminder and the customer is obliged to surrender it. The repossession and seizure of the item by WENAROLL constitute a withdrawal from the contract only if WENAROLL has expressly declared this in writing. In case of seizures or other interventions by third parties, the customer must notify WENAROLL immediately in writing.
(2) The customer is entitled to resell the delivery item in the ordinary course of business. However, they hereby assign to WENAROLL all claims with all ancillary rights accruing to them from the resale against the buyer or third parties. The customer is authorized to collect these claims after the assignment as long as they behave in accordance with the contract and there is no insolvency. WENAROLL's authority to collect the claims themselves remains unaffected, but WENAROLL undertakes not to collect the claims as long as the customer properly fulfills their payment obligations and there is no insolvency. Otherwise, WENAROLL may demand that the customer disclose the assigned claims and their debtors, provide all necessary information for collection, hand over the associated documents, and notify the debtors of the assignment. If the delivery item is resold together with other goods not belonging to WENAROLL, the customer's claim against the buyer to the amount of the delivery price agreed between WENAROLL and the customer shall be deemed assigned.
(3) The customer may neither pledge the delivery item nor assign it as security. In case of seizures, confiscation, or other dispositions by third parties, they must notify WENAROLL immediately.

§ 12 Liability for Defects in Delivery
WENAROLL shall be liable for defects in delivery, including the absence of expressly warranted characteristics, to the exclusion of further claims, as follows:
(1) All parts that prove to be unusable or significantly impaired in their usability within 12 months of delivery due to a circumstance existing prior to the transfer of risk – in particular due to faulty design, poor raw materials, or defective workmanship – shall be repaired or replaced free of charge at WENAROLL's reasonable discretion. WENAROLL must be notified in writing immediately upon the determination of such defects. Replaced parts become the property of the customer. If dispatch or commissioning is delayed through no fault of WENAROLL, liability expires at the latest 12 months after the transfer of risk. For significant third-party products, WENAROLL's liability is limited to the assignment of liability claims to which it is entitled against the supplier of the third-party products.
(2) The customer's right to assert claims for defects expires in all cases 3 months from the time of timely notification, but at the earliest upon expiration of the warranty period.
(3) No warranty is assumed for damages resulting from the following reasons: unsuitable or improper use, faulty assembly or commissioning by the customer or third parties, 1 natural wear and tear on function-related wear parts, such as cones, cages, rollers, and ball inserts, faulty or negligent handling, unsuitable operating materials, replacement materials, chemical, electrochemical, or electrical influences, unless they are attributable to the fault 2 of WENAROLL.
(4) The customer shall grant WENAROLL the necessary time and opportunity to carry out all repairs and replacement deliveries that WENAROLL deems necessary at its reasonable discretion; otherwise, WENAROLL is released from liability for defects. Only in urgent cases of endangerment to operational safety and to prevent disproportionately large damages, whereby WENAROLL must be informed immediately, or if WENAROLL is in default with the elimination of the defect, the customer has the right to have the defect rectified by themselves or by third parties and to demand reimbursement of the necessary costs from WENAROLL.
(5) WENAROLL shall bear the direct costs arising from the repair or replacement delivery – insofar as the complaint proves justified – the costs of the replacement part, including shipping, and, if reasonably required in the specific case, the costs of providing its fitters and assistants. Otherwise, the customer shall bear the costs.
(6) The warranty period for the replacement part and repair is three months, but at least until the expiration of the original warranty period for the delivery item. The warranty period for defects in the delivery item is extended by the duration of the operational interruption caused by the repair work.
(7) Liability for the resulting consequences is waived for any improper modifications or repair work carried out by the customer or third parties without WENAROLL's prior approval.
(8) Further claims by the customer, in particular claims for damages not incurred to the delivery item itself, are excluded to the extent permitted by law. This includes production downtime, lost profits, loss of use, loss of contract, or any other consequential or indirect damage.
(9) WENAROLL is not obligated to rectify defects as long as the customer has not fulfilled their payment obligations.
(10) If a workpiece provided by the customer becomes scrap due to a processing error in contract work, the customer cannot demand replacement of the workpiece. In this case, WENAROLL will perform the same processing free of charge on a new workpiece, which must be provided free of charge and freight prepaid. If parts become unusable due to a material defect during processing or if unforeseen defects are to be rectified, the customer shall reimburse WENAROLL for the costs incurred.

§ 13 Drawings and Brochure Material
(1) Drawings may neither be copied nor passed on in their original form to third parties, especially not to competitor companies, or made accessible to them without permission. The copyright to drawings and brochures remains with WENAROLL. WENAROLL reserves the right to make design changes and changes to brochures and other technical documents.

§ 14 Liability for Ancillary Obligations
(1) If, through the fault of WENAROLL, the delivered item cannot be used by the customer in accordance with the contract due to omitted or defective execution of proposals and consultations prior to or after contract conclusion, as well as other contractual ancillary obligations, especially instructions for operation and maintenance of the delivery item, the provisions of Sections IX and XII shall apply accordingly, to the exclusion of further claims by the customer.

§ 15 Customer's Right to Withdraw and Other Liability of WENAROLL
(1) The customer may withdraw from the contract if WENAROLL finally renders the entire service impossible before the transfer of risk. The same applies in case of WENAROLL's inability. The customer may also withdraw from the contract if, when ordering similar items, the execution of part of the delivery becomes impossible in terms of quantity and 1 they have a legitimate interest in refusing a partial delivery. If this is not the case, the customer may reduce the consideration accordingly.
(2) If there is a delay in performance within the meaning of Section VI of the delivery conditions, the customer shall grant the defaulting supplier a reasonable grace period with the express declaration that they will refuse acceptance of the service after expiry of this period. If the grace period is not observed, the customer is entitled to withdraw from the contract.
(3) If the impossibility occurs during the acceptance delay or through the fault of the customer, the latter remains obligated to the consideration.
(4) The customer also has a right of withdrawal if WENAROLL allows a reasonable grace period set for the repair or replacement delivery with respect to a defect for which it is responsible within the meaning of the delivery conditions to pass fruitlessly through its fault. The customer's right of withdrawal also exists in the event of impossibility or inability of the repair or replacement delivery by WENAROLL.
(5) To the extent permitted by law, all other far-reaching claims of the customer are excluded, in particular for rescission, termination, or reduction, as well as for compensation for damages of any kind, including damages 2 not incurred to the delivery item itself.

§ 15 WENAROLL's Right to Withdraw
(1) In the event of unforeseen events within the meaning of Section VI of the delivery conditions, provided they significantly alter the economic significance or content of the service or have a significant impact on operations at WENAROLL, and in the event of subsequent discovery of the impossibility of performance, the contract will be appropriately adjusted. If this is not economically justifiable, WENAROLL has the right to withdraw from the contract in whole or in part. Claims for damages by the customer due to such withdrawal do not exist. If WENAROLL wishes to exercise the right of withdrawal, it must immediately notify the customer of the extent of the event, even if an extension of the delivery period was initially agreed with the customer.

§ 2 Export Control
(1) Deliveries under this contract are subject to the condition that there are no obstacles to fulfillment due to national or international export regulations, such as embargoes or other sanctions. The purchaser undertakes to provide all information and documents required for export or transfer. Delays due to export checks or approval procedures render deadlines and delivery times ineffective. If necessary approvals are not granted, or if the delivery and service are not approvable, the contract shall be deemed not concluded with respect to the 1 affected parts.
(2) The supplier is entitled to terminate the contract without notice if termination by the supplier is necessary to comply with national or international legal provisions.
(3) In the event of termination according to clause 2, the assertion of a claim for damages or the assertion of other rights by the purchaser due to the termination is excluded.
(4) The purchaser must comply with the applicable provisions of national and international export control law when passing on the goods supplied by the supplier to third parties in Germany and abroad.

§ 16 Force Majeure
(1) Each party is entitled to suspend its contractual obligations to the extent that performance is rendered impossible or unreasonably difficult by force majeure; this includes: labor disputes and all circumstances beyond the control of the parties, such as fire, war, general mobilization, insurrection, requisition, confiscation, embargo, restrictions on energy consumption, currency and export restrictions, epidemics, natural disasters, extreme natural 1 events, terrorist acts, as well as defective or delayed deliveries by subcontractors due to the circumstances listed in this clause. A circumstance occurring before or after the conclusion of the contract pursuant to this clause only entitles suspension to the extent that its effects on the performance of the contract were not foreseeable at the time of the contract's conclusion.
(3) The party invoking force majeure shall immediately notify the other party in writing of the occurrence and end of such circumstance. If a party fails to provide such notification, the other party is entitled to claim compensation for all additional costs incurred as a result of not receiving such notification. If force majeure prevents the purchaser from fulfilling their obligations, they shall compensate the supplier for costs incurred to secure and protect the delivery item.
(3) Notwithstanding all effects specified in these General Terms and Conditions, each party has the right to withdraw from the contract by written notice to the other party if the suspension of the contract's performance according to clause XIV 1 lasts longer than six months.

§ 17 Place of Performance and Jurisdiction
(1) Place of performance and jurisdiction is Solingen. The same applies if the customer does not have a general place of jurisdiction in Germany or if their domicile or habitual residence is unknown at the time of the action. However, WENAROLL is also entitled to sue the customer at their place of business or domicile.
(2) The law of the Federal Republic of Germany applies; the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. This also applies if the customer is a foreigner or has their registered office abroad.

§ 18 Severability Clause
(1) Should individual provisions of the contract with the purchaser, including these general terms and conditions, be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.