General Terms and Conditions of the Handelsagtentur Klaus Benecke (as of October 2025)

1. Scope of Application

1.1 Our offers, sales and the processing of deliveries, pick-ups and services to customers are made exclusively on the basis of these General Terms and Conditions (hereinafter referred to as "Terms and Conditions").

1.2 These Terms and Conditions apply only to natural or legal persons or partnerships with legal capacity who are acting in the exercise of their commercial or self-employed professional activity at the time of conclusion of the contract ("Entrepreneurs") as well as to legal entities under public law or a special fund under public law.

1.3 These Terms and Conditions shall also apply to all future contractual relationships with the Purchaser, without the need for a new agreement.

1.4 Should the general terms and conditions of the purchaser deviate from these terms and conditions, the terms and conditions of the purchaser shall only apply if they are expressly confirmed by us in text form (e.g. in writing or by e-mail). Counter-confirmations by the customer with reference to his terms and conditions are hereby expressly contradicted.

1.5 If provisions deviating from individual terms and conditions of these Terms and Conditions are agreed between us and the Purchaser, this shall not affect the validity of the remaining provisions of these Terms and Conditions

2. Conclusion of contract

2.1 Our offers are subject to change, unless expressly stated otherwise in the offer.

2.2 If we submit binding offers, acceptance by the customer must take place within the acceptance period specified in the offer. If no deadline is specified for a binding offer, an acceptance period of four weeks from the date of the offer applies.

2.3 A contract is only concluded with our order confirmation in text form or, in the case of delivery of spare parts, also with dispatch of the ordered item, whichever occurs first.

2.4 For the content of the contract, in particular for the scope of services, only our order confirmation or shipping confirmation in text form is decisive.

2.5 Errors, typographical errors, printing errors or calculation errors in our non-binding offer as well as our catalogues and brochures are reserved.

2.6 Unless otherwise agreed, the documents belonging to the non-binding offer, such as illustrations, drawings, invoices, weights or dimensions, are only approximate; the final technical data and dimensions can only be determined in the installation and foundation plan after completion of the mechanical and electrical construction. Such information in the offer, in particular also information about the services and usability of the delivered products as well as DIN standards, shall only be deemed to have been contractually agreed upon if we expressly declare this in text form.

3. Preparatory documents and property rights thereto

3.1 Consultations and planning are non-binding, unless we have yet been instructed. Documents handed over by us and information provided by us, such as plan sketches, illustrations, drawings, weight and dimensional specifications or requirement or functional specifications, are non-binding, unless they have been designated as binding or have become binding as an expressly referenced part of the contract.

3.2 Illustrations, descriptions, price lists, samples, designs or drawings or any technical data may not be copied or made available to third parties in any other way. The customer may not use them to make objects himself or have them made by third parties without an express agreement to the contrary.

3.3 The documents and information referred to in Sections 3.1 and 3.2 shall remain our intellectual property, even after the order has been executed.

3.4 If, after our consultations and/or planning, no contract for the performance of the service is concluded, all documents prepared by us must be returned to us immediately upon request; Documents that have been handed over in electronic form must be deleted immediately upon request in an irretrievable manner and this deletion must be confirmed.

4. Scope of services

4.1 The scope of the services to be provided by us is generally based on our order confirmation.

4.2 If expressly agreed, we will provide additional services such as installation, installation, commissioning, training, etc. (hereinafter referred to as "Additional Services") when purchasing a system.

4.3 The scope of services does not include the provisions to be provided by the Purchaser in accordance with Clause 11.

5. Prices and Payments

5.1 Our prices are exclusive of statutory VAT. They are valid in Euro FCA (Incoterms 2020) from the place specified in our order confirmation, plus packaging and costs for additional services.

5.2 Payments for the Deliverables, subject to another agreement, shall be made as follows:

• 50% of the delivery value at the time of placing the order, purely net, plus statutory VAT;

• 45% of the delivery value upon notification of readiness for shipment (before shipment), net only, plus statutory value added tax;

• 5% of the delivery value after final acceptance, net only, plus VAT.

5.3 Invoices will be issued for the payment instalments. Unless otherwise agreed, the deposit is due for payment immediately net upon conclusion of the contract, and the remaining payments are due for payment 3 working days net after the invoice date.

5.4 The prices for spare parts are FCA (Incoterms 2020) from the point specified in the order/shipping confirmation, even if we arrange for the shipment to be made for the customer and at his expense. The price is due for payment 3 days net after the invoice date.

5.5 The punctuality of the payment is determined by access to the account specified in the invoice without deductions. The same applies in the event that the purchase price is to be paid step by step against delivery.

5.6 After the due date, interest on the maturity of 9 percentage points above the base interest rate of the European Central Bank shall be paid until the default occurs.

5.7 The offsetting or withholding of payments shall only be permissible on the basis of counterclaims arising from the same legal relationship or on the basis of recognised or legally established claims of the Purchaser.

5.8 We are entitled to assign our claims against the customer.

6. Delivery times and unavailability of the service

6.1 Delivery periods are agreed individually upon conclusion of the contract; in case of doubt, the deadline specified in our order confirmation or in the binding offer shall be decisive.

6.2 A bindingly agreed delivery period shall commence subject to the following clause. 6.3. from the date of dispatch of our order confirmation.

6.3 If the Purchaser is obliged to procure certain documents, such as permits, approvals, etc., himself, to transmit or approve plans or to pay a down payment, the delivery period shall commence at the earliest at the time when all documents to be procured by the Purchaser have been received by us, all details of the execution of the order to be clarified with the Purchaser have been clarified,  all other obligations to be fulfilled by the customer have been fulfilled and a deposit to be paid has been received by us.

6.4 An agreed delivery date shall be postponed accordingly if the Purchaser fails to fulfil the obligations to be fulfilled by the Purchaser at the agreed time. Our rights due to default on the part of the customer remain unaffected.

6.5 If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we will inform the customer immediately and at the same time inform the customer of the expected new delivery period. If the service is not available even within the new delivery period, the parties are obliged to adjust the contract appropriately, taking into account their mutual interests. In this sense, force majeure (Clause 18) as well as the supplier's failure to supply itself on time shall be deemed to be cases of unavailability of the service in this sense, if we have concluded a congruent hedging transaction, if neither we nor our supplier are at fault or if we are not obliged to procure in the individual case.

7. Timeliness of performance

7.1 Unless otherwise agreed, our (partial) performance shall be provided in due time,

• with regard to the agreed delivery date, if the delivery item has been notified of its readiness to ship the delivery item before the expiry of the delivery period or the delivery date;

• with regard to an agreed acceptance with the notification of readiness for acceptance;

• with regard to the provision of additional services upon completion of the provision of the respective additional service.

7.2 In the event of the provision of additional services, the Purchaser shall ensure that the performance of services is carried out undisturbed, in particular by fulfilling the Purchaser's on-site and other obligations (Clause 11) in good time in advance or by making them available for the period of the provision of services. Otherwise, this must be notified to us at least 10 days before the agreed or announced delivery date. If deliveries have already been initiated by us at this point in time, which are returned to us due to circumstances for which the customer is responsible, we are entitled to invoice our additional expenses separately. The agreed delivery period is extended accordingly. This also applies in the event of changes or new orders by the customer that take place after the conclusion of the contract. The customer must reimburse us for storage costs incurred by third parties; in the case of storage on the company's own premises, local storage costs must be paid.

8. Default

8.1 If the customer is in default with the acceptance of the delivery item, we will charge the expenses incurred by the storage in the case of interim storage at the usual local storage costs. This shall apply mutatis mutandis if delivery is delayed at the request of the purchaser.

8.2 If the customer is in default with the payment of the purchase price, he must pay the statutory interest rate. We are entitled to prove higher damages.

8.3 If the Purchaser is in default with the acceptance of the delivery item or with the payment of one or more purchase price instalments, we may withdraw from the contract and/or demand damages instead of performance after the fruitless expiry of a reasonable grace period set by us. If the claim for damages is asserted instead of performance, we can claim 20% of the contract value net as lump-sum damages; the contracting parties are free to prove a higher or lower actual damage.

8.4 If we are in default with the delivery as a result of simple negligence, our liability for damages due to the delay in delivery is limited to 0.5% of the order value of the delayed service part net for each completed week of delay, but to a maximum of 5% of the order value of the delayed service part net. If the customer claims damages instead of delivery in the aforementioned cases, this claim for damages is limited to 10% of the order value of the delayed part of the service net in terms of amount. The limitations of liability pursuant to sentences 1 and 2 above shall not apply in the event of delay due to intent or gross negligence, nor in the event of injury to life, limb or health, nor in the case of a fixed transaction, i.e. if the transaction is to stand or fall with compliance with the fixed performance period.

8.5 In all other respects, the statutory rights of the Purchaser and the statutory rights of the Seller, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of the performance and/or subsequent performance), shall remain unaffected.

9. Partial deliveries, partial default and partial impossibility

9.1 We shall be entitled to make partial deliveries insofar as the Purchaser has an objective interest in the partial delivery in accordance with the purpose of the contract and the Purchaser does not incur any considerable additional expenditure as a result. Partial deliveries can be billed independently.

9.2 In the event of partial default or partial impossibility, the Purchaser may only withdraw from the entire contract or claim damages for non-performance of the entire obligation if the partial fulfilment of the contract is of no interest to him.

9.3 In all other respects, the provisions of Section 8 above shall apply mutatis mutandis to partial default.

10. Transfer of risk, storage by the customer

10.1 Unless otherwise agreed, FCA (Incoterms 2020) shall apply to delivery and transfer of risk from the point specified in the order/dispatch confirmation.

10.2 If the dispatch or collection is delayed for reasons for which the Purchaser is responsible, in particular at the request of the Purchaser, the risk shall pass to the Purchaser at the time of the notified readiness for dispatch; this shall also apply if another delivery clause has been agreed. However, we are obliged, at the request and expense of the customer, to provide the insurance that the customer demands. The payment obligations of the customer remain unaffected by this.

10.3 If the provision of the additional assembly service cannot take place within 14 days of arrival of the delivery item at the installation site for reasons for which we are not responsible, the customer is obliged to properly store and insure the delivery item delivered in accordance with the agreement. Insofar as damage to the delivery item occurs due to improper storage, the customer shall be liable for this as well as for our additional expenses incurred as a result, in particular repair costs and spare parts.

10.4 If the customer is in default with the acceptance of the delivery item, the acceptance or the facilitation of the additional service, we may withdraw from the contract and/or demand damages instead of performance after the fruitless expiry of a reasonable grace period set by us. In all other respects, Section 8.2 applies.

11. Ancillary obligations and provision of the customer for additional services

11.1 Prior to the provision of the additional services, all necessary conditions must be met by the customer, so that the additional services can be started immediately after the arrival of our employees without danger to their life and health and can be carried out without interruption in accordance with the agreement.

11.2 At its own expense, the Purchaser shall submit all necessary building applications, permit applications, etc. in good time before delivery of the delivery item, as well as obtain any necessary approvals and measurements from the authorities.

11.3 The Purchaser shall, at its own expense and risk, comply with the on-site requirements as well as the services to be provided by it for the provision of the additional services and the operation of the delivery item up to the time of delivery (as defined in the Offer), unless they are expressly included in the scope of delivery.

11.4 In particular, the Purchaser shall bring and unpack the delivery item and its accessories to the planned installation location and provide sample material for commissioning and training in the intended use of the delivery item.

11.5 The rooms in which the additional services are provided must be protected against the effects of the weather, well lit and sufficiently heated. Appropriate, lockable rooms must be provided for the stay of our employees and the storage of the plant components, materials and tools, etc. – the provision of appropriate, lockable rooms for the stay of our employees and the storage of the plant components, materials and tools, etc.

12. Lead mounting

12.1 If the assembly of the delivery item is carried out as lead assembly, the Purchaser shall ensure that the process runs smoothly and quickly by contributing its specific knowledge and skills while at the same time ensuring the quality of the assembly work. In this case, the customer is responsible for providing the assembly personnel in accordance with the offer as well as the lifting and transport equipment (scissor lift). He must only employ professionally qualified employees.

12.2 Our lead fitter is responsible for instructing the execution of the work on the basis of the assembly schedule.

12.3 The customer undertakes to replace personnel who are ill or injured or who are rejected by us at the installation site as quickly as possible on his own responsibility and for his own account.

12.4 The electrical conductive installation is carried out by qualified electrical personnel of the customer, the lead fitter then receives a handover and measurement protocol in accordance with VDE. We provide the necessary electrical material for this and mark the corresponding consumers.

13. Acceptance of the delivery item by agreement

13.1 If, after the performance of the service, we demand the agreed acceptance of the delivery item (notification of readiness for acceptance), the customer must immediately carry out the acceptance together with us. A joint acceptance protocol must be drawn up, which must be signed by both contracting parties. All discovered non-conformities of the delivery item must be recorded in the acceptance report, even if they do not prevent acceptance.

13.2 Acceptance shall be deemed to have taken place if the Purchaser does not carry out the acceptance with us within two working days of notification of readiness for acceptance or if the Purchaser uses the delivery item.

13.3 The Purchaser may not refuse to accept or accept the goods on the grounds of insignificant defects.

13.4 Defects found in the acceptance report will be remedied by us within a reasonable period of time after acceptance. If necessary, the acceptance must be repeated if we have notified us of the renewed readiness for acceptance.

14. Retention of title

14.1 We reserve title to the delivery item until all claims (including all ancillary claims such as financing costs, interest) arising from the business relationship with the customer have been fully satisfied.

14.2 In the event that advance payment has been agreed, ownership shall be transferred in full to the Purchaser upon delivery.

14.3 If, in the case of the export of the delivery item, a reservation of title is not at all effective under the applicable law, the parties shall agree on a functionally equivalent means of security and validly agree on it.

14.4 The Purchaser shall not be entitled to resell, pledge or modify the delivery item subject to retention of title. Business use by the customer before transfer of ownership is permitted.

14.5 The Purchaser is obliged to treat the delivery item subject to retention of title with care, in particular to insure it at its own expense against fire, water and theft damage sufficiently at replacement value. Claims against the insurance company arising from a delivery item subject to retention of title are hereby assigned to us in the amount of the value of the delivery item.

14.6 In the event of seizure, seizure, damage and/or loss of the delivery item subject to retention of title, the Purchaser must inform us immediately. A violation of this obligation as well as other conduct of the customer in breach of contract, in particular the non-payment of the purchase price due, gives us the right to withdraw from the contract. The customer shall bear all costs that had to be incurred, in particular in the context of a third-party objection action, for the successful lifting of a seizure and, if necessary, for the successful replacement of the delivered items, insofar as they cannot be collected by third parties.

14.7 If we have effectively withdrawn from the contract, we are entitled to take back the delivery item subject to retention of title if the withdrawal has been threatened with a reasonable period of time. Our statutory rights and obligations after withdrawal from the contract remain unaffected. The costs arising from the exercise of the right of withdrawal, in particular for transport and storage, shall be borne by the customer. We are entitled to recycle the returned delivery item and to satisfy ourselves from the proceeds, provided that the realisation has been threatened beforehand with a reasonable period of time. If the proceeds exceed the outstanding receivables from the contractual relationship, this surplus will be returned to the customer.

14.8 In the event of suspension of payment, application or opening of insolvency proceedings with the Purchaser, the Purchaser's right to use the delivery item subject to retention of title shall expire. The statutory rights of an insolvency administrator – even provisional – remain unaffected.

15. Notice of defects, rights in the event of material defects

15.1 The Purchaser shall notify the Purchaser of defects of any kind – with the exception of hidden defects – in text form immediately after delivery to the Purchaser, at the latest after the expiry of ten working days (Saturday does not count as a working day); otherwise the delivery item shall be deemed to have been approved. Hidden defects must be reported in text form immediately after discovery, but no later than within the warranty limitation period; otherwise, the delivery item shall also be deemed to have been approved with regard to these hidden defects. By negotiating a complaint, we do not waive the objection of late, insufficient or unfounded notice of defects under any circumstances.

15.2 The customer is obliged to give us the opportunity to determine the defect complained of on the spot. In the event of transport or breakage, the delivery item must be left in the condition in which it is when the damage is detected.

15.3 If a defect in the delivery item cannot be determined after the customer has notified the customer, the customer must reimburse us for the costs incurred in connection with the inspection of the delivery item.

15.4 If the delivery item has a defect, we may, at our discretion, either remedy the defect (rectification) or deliver a defect-free item (replacement delivery) as supplementary performance, unless otherwise agreed between the parties.

15.5 If we are not willing or unable to make a rectification/replacement delivery, in particular if this is delayed beyond a reasonable grace period set by the Purchaser for reasons for which we are responsible, or if the rectification/replacement delivery fails in any other way, the Purchaser shall be entitled, if further attempts at subsequent performance are unreasonable for him, at his discretion, to:  withdraw from the contract or reduce the consideration owed. Due to an only insignificant defect, the customer can only withdraw from the contract with our consent.

15.6 Rights to material defects can only arise if the delivery item has a material defect at the time of transfer of risk. No material defect rights arise in the event of unsuitable or improper use, incorrect installation or commissioning by the customer or third parties commissioned by him, natural wear and tear, incorrect or negligent handling or maintenance in accordance with the documentation, defective construction work, unsuitable subsoil, chemical, electro-chemical or electrical influences, provided that these are not attributable to fault attributable to us, as well as in cases of higher Violence.

15.7 In all other respects, the Purchaser shall be entitled to the statutory rights of defects. However, we are only liable for damages due to defectiveness of the delivery item in the cases specified in No. 

15.

16. Liability

16.1 We are liable for damages in cases of intent or gross negligence on the part of us, our legal representative or vicarious agent, in the event of the assumption of a guarantee or the procurement risk, in accordance with the provisions of the Product Liability Act, as well as in the event of injury to life, limb and health for which we or our legal representatives or vicarious agents are responsible.

16.2 If we or our legal representatives or vicarious agents otherwise violate a material contractual obligation through simple negligence, i.e. an obligation the fulfilment of which is essential for the proper execution of the contract and on the compliance with which the contractual partner may regularly rely, our obligation to pay compensation is limited to the foreseeable damage typical for the contract. The limitation of liability in the event of delivery delays in accordance with No. 6.5 remains unaffected by this.

16.3 Insofar as we are liable for damages in accordance with Clause 16.2, our liability shall be limited to the amount covered by our insurance. We can provide individual insurance coverage at the customer's request and expense.

16.4 In all other cases of liability, claims for damages due to the breach of an obligation arising from the contractual relationship as well as due to tort are excluded, so that we are not liable for indirect damages, additional expenses, loss of profit or other financial losses of the customer.

16.5 To the extent that our liability is excluded or limited on the basis of the above provisions, this also applies to the personal liability of our employees, employees, employees, representatives and other vicarious agents.

16.6 The terms "damages" or "claims for damages" in these Terms and Conditions also include claims for reimbursement of futile expenses.

17. Statute of limitations

17.1 The statutory limitation period shall apply in the case of legally prescribed no-fault liability, in particular under the Product Liability Act and in the case of warranty liability, as well as in the case of the construction of buildings and the delivery of goods for buildings.

17.2 In the case of damages resulting from injury to life, limb or health, which are based on a negligent breach of duty on our part or an intentional or negligent breach of duty on the part of our legal representative or vicarious agent, in the case of other damages that are based on a grossly negligent breach of duty on our part or on an intentional or grossly negligent breach of duty on the part of our legal representative or vicarious agent,  as well as in the case of damages based on an intentional or negligent breach of essential contractual obligations under the respective contract by us or our legal representative or vicarious agent, the statutory limitation period shall also apply.

17.3 In all other cases, the limitation period is one year in the case of single-shift operation.

18. Software

18.1 Insofar as software is included in the scope of delivery, the customer is granted a non-exclusive, unlimited right to use this and the associated documentation. The software is provided exclusively for the intended use on the intended delivery item. Use of the software for other purposes is prohibited. The customer has no right to rent or sublicense the software in any other way, to reproduce or make it accessible to the public by wire or wireless, or to make it available to third parties for a fee or free of charge.

18.2 The Purchaser shall be entitled to permanently transfer the software together with the delivery item to a third party by handing over the documentation. In this case, the customer is obliged to completely abandon his own use of the software, to remove all installed copies of the software from his computers and to delete all copies on other data carriers. At our request, the customer must confirm to us in writing that the aforementioned measures have been carried out in full. Furthermore, the Purchaser shall expressly agree with the third party to comply with the scope of the grant of rights in accordance with No. 17.1.

18.3 The Purchaser shall only be entitled to decompile and reproduce the Software to the extent provided for by law. However, this only applies if we have not made the necessary information available to the customer within a reasonable period of time at the customer's request.

18.4 The customer is entitled to make a backup copy of the software if this is necessary to secure its future use. The purchaser shall affix the note "backup copy" and a clearly visible copyright notice to the backup copy created. The customer is obliged not to remove or change manufacturer's information – in particular copyright notices – without our prior express consent.

18.5 All other rights in the Software and Documentation, including copies, shall remain with us or the Software Supplier. The granting of sublicenses by the customer is not permitted.

18.6 The provisions under Section 13 above (Retention of Title), Section 14 (Notice of Defects, Rights in the Event of Material Defects) and Section 15 (Liability) shall also apply mutatis mutandis to the Software. Point. 14.6 shall apply with the proviso that rights to material defects in the software shall not arise even if the defect is attributable to the fact that the software is used in a hardware and/or software environment that does not meet the requirements specified by us, as well as to changes and modifications that the customer has made to the software without having to do so by operation of law,  of these Terms and Conditions or on the basis of our prior written consent.

19. Force majeure

19.1 "Force Majeure" means the occurrence of an event or circumstance that prevents a party from performing a contractual obligation if and to the extent that the affected party (hereinafter "the affected party") demonstrates (a) that such obstacle is beyond its reasonable control and (b) that the effects of the obstacle could not reasonably have been avoided or overcome by the affected party. An obstacle within the meaning of lit. (a) includes, but is not limited to, wars, civil wars, riots, acts of terrorism, piracy, currency and trade restrictions, embargoes, sanctions, supply bottlenecks, official measures and orders, expropriations, epidemics, pandemics, natural disasters, fire, unless the unaffected party proves otherwise.

19.2 If a party fails to fulfil its contractual obligation due to the failure of a third party whom it has commissioned to perform the entire or part of the contract (including upstream suppliers), the party may only invoke force majeure to the extent that the requirements under Clause 19.1 are met for both the contracting party and the third party.

19.3 To the extent that Clause 19.1 or 19.2 is fulfilled, the affected party shall be released from the contractual obligation and from any liability for its breach from the time the obstacle causes the inability to perform and to the extent that the obstacle prevents performance, provided that it notifies the other party thereof without delay. If the notification is not made immediately, the exemption shall only take effect from the date on which the notification is received by the other party. The other party may suspend the performance of its obligations, if any, from the date of notification.

19.4 If the effect of the alleged obstacle or event is temporary, Clause 19.3 shall apply only as long as the asserted obstacle prevents the performance of the contractual obligation by the affected party. The party concerned must notify the other party as soon as the obstacle in question ceases to exist.

19.5 The affected party is obliged to remedy the force majeure as far as possible and to limit its effects as far as possible.

19.6 If the force majeure lasts for more than three months, the Parties are obliged to adjust the Agreement appropriately, taking into account their mutual interests.

20. Hardship case

20.1 A party is obliged to perform its contractual obligations even if events have occurred that make the performance more burdensome than could reasonably be expected at the time of conclusion of the contract.

20.2 Notwithstanding clause 19.1, if a party proves that (a) the further performance of its obligations under the Contract has become excessively burdensome as a result of an event beyond its control and which it could not reasonably have taken into account at the time the contract was entered into, and (b) it could not reasonably have avoided or overcome the event or its consequences in a reasonable and commercially reasonable manner ("Hardship"), the parties are obliged to negotiate alternative contractual terms that reasonably allow the consequences of the event to be overcome within a reasonable period of time after the hardship is asserted.

20.3 If Clause 19.2 applies, but the Parties have not been able to agree on alternative terms of the Contract in accordance with this Article, either Party shall be entitled to request a neutral arbitrator selected by the International Chamber of Commerce, Berlin, Germany, to amend the Contract with a view to restoring its balance or to terminate the Contract, and the ICC Rules of Arbitration shall apply,  the language of the arbitration shall be German, and the place of arbitration shall be Wuppertal, Germany.

21. Data protection

21.1 The customer agrees that we store, use or process personal data in accordance with the Federal Data Protection Act and the General Data Protection Regulation, insofar as this is necessary for the performance of this contract.

22. Marking

22.1 Unless expressly agreed, the delivery item and the associated documentation are labeled or written in German, and the delivery item meets the legal requirements regarding marking and approval.

23. Deterioration of assets

23.1 If the Purchaser's assets deteriorate after the conclusion of the contract, we shall be entitled to execute outstanding deliveries and services only against the provision of security. If the customer is not in a position to provide the required security within a reasonable period of time, we are entitled to withdraw from the contract.

23.2 The same shall apply if, after the conclusion of the contract, we become aware of facts which give rise to reasonable doubts as to the solvency or creditworthiness of the Purchaser, unless the Purchaser can prove that we were already aware of these facts at the time of conclusion of the contract or should have been aware of them if we had exercised the necessary care.

24. Applicable Law, Jurisdiction, Arbitration and Dispute Resolution

24.1 The place of payment and performance for all obligations is Sprockhövel, Germany.

24.2 The contracting parties undertake to first seek an amicable settlement in all disputes arising from or in connection with this contractual relationship.

24.3 If no agreement can be reached, the parties undertake to conduct conciliation proceedings at the Hagen Chamber of Industry and Commerce before bringing the matter before the ordinary courts.

24.4 The conciliation procedure shall be governed by the applicable conciliation rules of the chosen conciliation body.The application for the conciliation procedure must be submitted in writing. The parties shall cooperate in the proceedings in good faith. The parties shall each bear half of the costs of the conciliation proceedings, unless otherwise agreed or decided.

24.5 Legal recourse to the ordinary courts is only open after the unsuccessful conclusion of the conciliation proceedings. Statutory deadlines (e.g. statute of limitations) remain suspended during the conciliation proceedings (Section 204 (1) No. 4 of the German Civil Code (BGB)

24.6 Insofar as the Purchaser is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all rights and obligations of the contracting parties arising from transactions of any kind shall be at our registered office. The same applies if the customer does not have a general place of jurisdiction in Germany, if he moves his domicile or habitual place of residence out of Germany after the conclusion of the contract, or if his domicile or habitual place of residence is not known at the time the action is filed. However, we are also entitled to sue the customer at its general or special place of jurisdiction.

24.7 The law of the Federal Republic of Germany shall apply to these General Terms and Conditions and the entire legal relationship between us and the Purchaser, to the exclusion of the UN Convention on the International Sale of Goods.

25. Severability

25.1 Should any provision of these General Terms and Conditions be or become invalid, void or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected.

25.2 Instead of the invalid or unenforceable provision, the provision shall be deemed to have been agreed which comes closest to the economic purpose of the invalid provision in a legally permissible manner. The same applies in the event of a loophole.

25.3 The parties undertake to enter into a corresponding supplementary agreement if and to the extent necessary.

Handelsagentur Klaus Benecke