General Terms and Conditions of Sale

Lenz Elektronik GmbH - General Terms and Conditions of Sale - Status 01/2021

§ 1 - General, scope of application

(1) The following General Terms and Conditions of Sale (GTCS) apply to our business relationships with our customers (hereinafter: "Buyer") if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special asset under public law pursuant to § 310 para. 1 BGB.

(2) The GTCS apply to all contracts, deliveries and other services, regardless of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 651 BGB). The GTCS shall also apply in their respective version as a framework agreement for future contracts for the sale and / or delivery of movable goods with the same buyer, without us having to refer to them again in each individual case.

(3) Our GTC shall apply exclusively. Deviating agreements and terms and conditions of the Buyer are hereby rejected unless their validity has been expressly approved in writing. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer's General Terms and Conditions. Such consent always refers only to the individual case and not to previous or future contracts.

(4) Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTCS. A written contract or our written confirmation shall be decisive for the content of such agreements.

(5) Legally relevant declarations and notifications to be submitted to us by the Buyer after conclusion of the contract must be made in text form to be effective.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GCI.

(7) Acceptance of the goods shall be deemed acceptance of our GTCS.

§ 2 - Conclusion of contract

(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, product descriptions or other documents to which we reserve ownership rights and copyrights.

(2) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such documents that are labelled as "confidential". The Buyer requires our express written consent before passing them on to third parties.

(3) The order of the goods by the Buyer shall be deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 2 weeks of its receipt by us.

(4) Acceptance can be declared either in writing or by delivery of the goods to the Buyer.

(5) For customised products, we are entitled to exceed or fall short of the ordered delivery quantities by 10%.

§ 3 - Delivery period and delay in delivery

(1) Delivery dates shall be agreed individually or submitted by us upon acceptance of the order. They are only binding after written agreement and presuppose the timely and proper fulfilment of all delivery conditions to be fulfilled by the Buyer. Delivery periods shall be extended if the Buyer is in default with its contractual obligations - also from other contracts. We reserve the right to make partial deliveries to a reasonable extent. The defence of non-performance of the contract remains reserved.

(2) The delivery period may be extended in the event of force majeure and all unforeseeable obstacles occurring after conclusion of the contract for which we are not responsible, insofar as these obstacles demonstrably have an influence on the fulfilment of the aforementioned contract. This also applies if the delays are caused by our subcontractors. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part. We shall reimburse any consideration already paid by the Buyer without delay. A case of non-availability of the service in this sense is in particular the non-timely self-delivery by our supplier if we have concluded a con-gruent hedging transaction. Our statutory rights of cancellation and termination as well as the statutory provisions on the execution of the contract in the event of an exclusion of the obligation to perform shall remain unaffected. This also applies to the Buyer's rights of cancellation and termination in accordance with § 8 of these GTCS. The buyer may withdraw from the contract if we do not inform him within 10 days of the occurrence of the unforeseen events whether and within what period we are likely to fulfil the contract.

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, a reminder by the Buyer is required.

§ 4 - Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be ex warehouse, which is also the place of fulfilment. At the Buyer's request and expense, the goods shall be dispatched to another destination (sale to destination). Lenz Elektronik GmbH shall select the shipping route.

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall already pass upon delivery of the goods to the carrier, the freight forwarder or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply accordingly to an agreed acceptance. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(3) If the Buyer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses. Proof of greater damage and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, cancellation) shall remain unaffected.

(4) If the conditions of paragraph 3 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the buyer at the time at which the buyer is in default of acceptance or debtor's delay.

§ 5 - Prices, terms of payment

(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT. In the case of partial deliveries, we reserve the right to invoice the delivered partial quantities separately and immediately if no other written agreements have been made.

(2) In the case of sale by dispatch (§ 4 para. 1), the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the buyer. Unless otherwise agreed in writing, our offers always do not include shipping costs.

(3) Unless otherwise stated in the offer, order confirmation or invoice, the purchase price shall be paid within 10 days of the invoice date with a 2% discount or within 30 days net.

(4) The Buyer shall be in default upon expiry of the above payment period. If the Buyer is in default of payment, we shall be entitled to demand default interest in the amount of the applicable statutory default interest rate. In the case of merchants, our claim to commercial maturity interest shall remain unaffected.

(§ 353 HGB) shall remain unaffected. Interest on arrears shall be set at a higher rate if we can provide evidence of a higher burden. We reserve the right to assert further damages caused by default.

(5) The Buyer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. Complaints about the delivery shall only entitle the Buyer to retain due claims if the complaint is based on a gross defect in the delivery. Section 7 (6) shall remain unaffected in the event of defects in the delivery.

(6) If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the Buyer's inability to perform, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB).

§ 6 - Reservation of title

(1) Until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims), we reserve title to the goods sold.

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer is obliged to notify us immediately in writing of all access by third parties, seizures or damage to the goods delivered by us.

(3) If the Buyer acts in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of retention of title and withdrawal. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable according to the statutory provisions.

(4) The Buyer is revocably authorised to resell and / or process the reserved goods in the ordinary course of business. In this case, the following provisions shall apply in addition.
(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combination of our goods, whereby we shall be deemed to be the manufacturer within the meaning of § 950 BGB. If, in the event of processing, mixing or combining the reserved goods with goods of third parties, their right of ownership remains, we shall acquire co-ownership in the ratio of the invoice values of the reserved goods to the ratio of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
(b) The Buyer hereby assigns to us all claims against third parties arising from the resale of the goods or the product up to the amount of the outstanding claims, irrespective of whether the reserved goods are resold without or after processing. We accept the assignment. The Buyer's obligations specified in para. 2 shall also apply with regard to the assigned claims.
(c) The Buyer shall remain authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer fulfils its payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other defect in its ability to perform. If this is the case, however, we may demand that the Buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
(d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer's request.

§ 7 - Warranties

(1) The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to Sections 478, 479 BGB) shall remain unaffected.

(2) The basis of our liability for defects is above all the agreement reached on the quality of the goods. The product descriptions designated as such, which were provided to the Buyer prior to his order or were included in the contract in the same way as these GTCS, shall be deemed to be an agreement on the quality of the goods.

(3) Insofar as the quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not (§ 434 para. 1 sentences 2 and 3 BGB).

(4) The Buyer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects in accordance with Sections 377, 381 HGB. The Buyer must inspect the goods received immediately upon arrival for quantity, quality and warranted characteristics (function). If a defect is discovered during the inspection or later, we must be notified of this in writing without delay. The notification shall be deemed to be immediate if it is made within one week, whereby the timely dispatch of the notification shall be sufficient to meet the deadline. If the Buyer fails to duly inspect the goods and/or report the defect, our liability for the unreported defect shall be excluded.

(5) If the delivered item is defective, we can initially choose whether we provide subsequent fulfilment by eliminating the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse the chosen type of subsequent fulfilment under the statutory conditions remains unaffected. In the event of non-fulfilment of these services, the Buyer shall have the statutory rights.

(6) The Buyer shall give us the time and opportunity required for the subsequent fulfilment owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer must return the defective item to us in accordance with the statutory provisions.

(7) We shall bear the expenses required for the purpose of inspection and subsequent fulfilment, in particular transport, travel, labour and material costs, if a defect actually exists. However, if the Buyer's request to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the Buyer.

(8) Claims of the buyer for damages or compensation for futile expenses shall only exist in accordance with § 8 and are otherwise excluded.

§ 8 - Liability

(1) Unless otherwise stated in these GTCS, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) A contractual or non-contractual liability for damages on our part as well as on the part of our employees and fulfilment assistants shall only exist if the damage is attributable to gross negligence or intent. In the event of simple negligence, we shall only be liable
a) for damages arising from injury to life, limb or health,
b) for damages arising from the breach of a material contractual obligation (obligation the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damages.

(3) The limitations of liability resulting from paragraph 2 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the buyer under the Product Liability Act.

(4) The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of cancellation of the buyer is excluded. Otherwise, the statutory requirements and legal consequences apply.

§ 9 - Prolongation

(1) The general limitation period for claims arising from material defects and defects of title is two years from delivery. Claims for compensation for any consequential damage also expire within this period. Any claims for damages against us shall expire in accordance with the statutory provisions, but at the latest after two years from the provision of the service on which the claim is based. This does not apply to services arising from unauthorised acts. Special statutory provisions for third-party claims for restitution in rem (Section 438 (3) BGB) and for claims in supplier recourse in the case of final delivery to a consumer (Section 479 BGB) shall also remain unaffected.

(2) The above limitation periods of the sales law shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods (consequential damages), unless the application of the regular statutory limitation periods pursuant to §§ 195, 199 BGB would lead to a shorter limitation period in individual cases. Limitation periods of the Product Liability Act remain unaffected. Otherwise, the statutory limitation periods shall apply exclusively to claims for damages by the buyer pursuant to § 8.

§ 10 - Place of jurisdiction

(1) The law of the Federal Republic of Germany shall apply to these GTCS and all legal relationships between us and the Buyer to the exclusion of all international and supranational (contractual) legal systems, in particular the UN Convention on Contracts for the International Sale of Goods. However, the conditions and effects of the retention of title in accordance with § 6 are subject to the law at the respective location of the item, insofar as the choice of law made in favour of German law is inadmissible or ineffective.

(2) The place of fulfilment and place of jurisdiction for services rendered and for disputes between the parties is the registered office of our company.

(3) If the Buyer 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 exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Gieen. However, we are also entitled to take legal action at the buyer's general place of jurisdiction.

(4) For legal disputes with a Buyer who is not entered in the commercial register, the court in whose district the Buyer is domiciled shall have jurisdiction. However, we are entitled to sue the buyer in Gieen if he moves his domicile or habitual residence abroad or his domicile.

§ 11 - Miscellaneous

(1) Repairs: If a cost estimate is desired for repairs, this must be expressly stated. The costs incurred for this shall in any case be borne by the Buyer, even if the repair is not commissioned. Whether a repair is carried out in a third-party or our own workshop is at our discretion.

(2) Return deliveries: Return deliveries to Lenz Elektro-nik GmbH must be sent carriage paid (destination Gieen). Shipments with insufficient postage will not be accepted. For goods returned to us for which no fault can be detected despite thorough testing, a flat-rate test fee of € 12.50 and € 4.50 shipping costs plus VAT will be charged.

(3) Technical data: Technical documents, drawings and calculations provided to the Purchaser within the scope of an order may not be used by the Purchaser for other purposes, reproduced or made available to third parties. We reserve the right of ownership, copyright and other rights to such documents if no other contractual provisions have been drawn up in writing for a product.

(4) Should one or more individual provisions be invalid for any reason, this shall not affect the validity of the remaining provisions. All provisions shall be interpreted or supplemented in such a way that our retention of title is not jeopardised.

Lenz Elektronik GmbH â Vogelsang 14 â D 35398 GieÃen â Status 01/2021