Below you will find the General Terms and conditions of Delivery (hereinafter also referred to as "GTC") for Burwinkel Kunststoffwerk GmbH, Rienshof 7, 49439 Steinfeld-Mühlen (hereinafter also referred to as "Supplier" or "we").

§ 1 General, scope of application

(1) These terms and conditions shall also apply to all future transactions between us and the customer.

(2) These GTC only apply if the customer is an entrepreneur (§ 14 BGB), a legal person under public law or a special fund under public law.

(3) Our General Terms and Conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions used by the customer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in all cases, for example even if we perform the service for the customer without reservation with knowledge of their General Terms and Conditions or if the customer refers to their General Terms and Conditions as part of the order and we do not expressly object to these. Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these GTC in all cases. A written agreement or our written confirmation shall be conclusive for the content of such agreements, subject to proof to the contrary.

(4) Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Legal formal requirements and further documents, in particular in the event of doubts about the legitimacy of the declarant, remain unaffected.

(5) Insofar as written forms are regulated in these GTC, this includes written or text form (e.g. letter, e-mail, fax).

    § 2 Contract formulation, content of the order

    (1) The supplier's quotations are always subject to change and are generally submitted free of charge. This shall also apply if we have provided the customer with catalogs, technical documentation or other product descriptions to which we reserve ownership rights and copyrights

    (2) The order placed by the customer shall be deemed a binding contractual agreement. A contract is only established when we confirm the order in writing or deliver the goods. Unless otherwise stated in the order, we are entitled to accept the contract proposal within 14 days of receipt.

    (3) Our order confirmation is relevant for the content of the delivery contract. The specifications set out in the order confirmation comprehensively and conclusively define the specifications of the goods to be supplied. In particular, public statements made by the supplier, the manufacturer, their assistants or third parties (e.g. representations of product specifications in public) do not contain any descriptions of the supplied goods that supplement or modify the order confirmation.

    (4) Changes to the order after conclusion of the contract are fundamentally excluded. If the work has not yet begun and the material has not yet been ordered, a mutually agreed change to the order can be negotiated. Any additional costs incurred shall be borne by the customer.

      § 3 Delivery, shipment, transfer of risk

      (1) Delivery shall be EXW (EX WORKS, Incoterms 2020) at the supplier's warehouse in Steinfeld-Mühlen (Oldenburg), which is also the place of fulfillment for delivery and subsequent fulfillment. The risk shall pass to the customer when we have made the goods available for collection at our warehouse.

      (2) If the customer requests shipment of the goods, this shall be at the customer's expense and risk. In this case, the risk shall pass to the customer as soon as we have made the goods available to the carrier at our warehouse ready for collection. All shipping costs (including transportation costs, costs for express deliveries, insurance, customs duties, taxes and other fees) shall be borne by the customer. The supplier reserves the right to determine the method of packaging and transportation of the goods. The supplier shall only be obliged to take out transport insurance if expressly instructed to do so in writing by the Customer.

      (3) Delivery periods and dates that have not been expressly agreed as binding (e.g. as fixed, set or the like) are only approximate. If the supplier cannot deliver within the delivery periods/dates, they shall inform the customer immediately. The supplier shall not be in default in the event of non-compliance with delivery periods/dates which are only approximate. However, the customer may set us a reasonable extension period for delivery one week after expiry of the delivery periods/dates. We shall only be considered to be in default if the extension period expires without result. If the customer is obliged to make payment in advance or to make a down payment, we shall not be in default before the customer has fulfilled these obligations.

      (4) The right to timely and correct self-delivery is reserved. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of service), we will inform the customer of this immediately and, if possible, inform them of the expected delivery date. If a delivery is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part. Any payments already made by the customer will be refunded immediately. A case of non-availability of goods or services shall be deemed to be, in particular, the failure of our supplier to deliver to us in good time if we have concluded a congruent coverage transaction or if neither we nor our supplier are at fault. The rights of the customer to withdraw from the contract and/or claim damages as well as our rights in the event of an exclusion of the obligation to provide services in accordance with § 275 BGB remain unaffected.

      (5) If delivery on call has been agreed upon, the calls must be made within 6 months of the conclusion of the contract, unless otherwise agreed upon.

      (6) We are entitled to make partial deliveries if the partial delivery is practicable for the customer within the scope of the contractual scope, the delivery of the remaining ordered goods is ensured and the customer does not incur any significant additional effort or additional costs as a result, unless we agree to bear these costs.

        § 4 Delay in acceptance, storage fee

        (1) If the collection or dispatch of the delivery is delayed, at the customer's initiative, by more than two weeks after the agreed delivery date or, if no binding delivery date was agreed upon, by more than two weeks after the supplier's notification of readiness for dispatch, the supplier may charge a flat-rate storage fee of 0.8 % of the order value for each month (and accordingly pro rata per calendar day), but not more than 8 % of the order value.

        (2) The customer is entitled to prove that the supplier has suffered no damage or significantly less damage. The supplier shall be entitled to prove that higher damages have been incurred. The storage fee shall be offset against further claims for damages by the supplier. We also reserve the right to assert further legal claims. In particular, we may set the customer a reasonable extension period and withdraw from the contract and/or demand compensation instead of performance if this period expires without result.

          § 5 Prices and terms of payment

          (1) Our prices include standard packaging and do not include legal VAT. Payment shall be made by bank or debit transfer in accordance with the terms of the supplier's offer. Payments shall be made exclusively to the supplier, unless otherwise agreed in writing between the supplier and the customer.

          (2) Invoices are due for payment without deductions within 10 days of the invoice date, but not before receipt of the invoice by the customer. The customer shall be in default without a reminder from the supplier if they fail to make payment on time.

          (3) In the event of default in payment by the customer, we shall be entitled to claim the applicable legal default interest rate as minimum damages, but reserve the right to claim higher damages for default.

          (4) The customer is only entitled to offset and to assert rights of retention if his claim is undisputed or has been legally established. In the event of defects in the delivery, however, the customer's counter-rights shall remain unaffected.

          (5) The supplier shall be entitled to increase the agreed price at their reasonable discretion if the applicable prices of upstream suppliers or other costs relating to the goods increase by more than 5% between conclusion of the contract and delivery and no compensation is made by any declining costs in other areas. The customer may withdraw from the order within 2 weeks of notification of the price increase. The supplier shall expressly draw the customer's attention to the right of withdrawal when announcing the price increase.

          (6) In the event of default in payment, protested bills of exchange and suspension of payment by the customer, we may demand immediate payment of our total claim arising from the business relationship with the customer, including any claims from outstanding bills of exchange, irrespective of the agreed due date. This shall also apply if we become aware of circumstances which give rise to justified and considerable doubts as to the solvency or creditworthiness of the customer, even if these circumstances already existed at the time of the order but were not known to us or should have been known to us. In all cases mentioned, we are also entitled to make outstanding deliveries only against advance payment or provision of security and, if the advance payment or security is not made within two weeks, to withdraw from the contract without setting a new deadline. Further claims remain unaffected.

            § 6 Warranty for defects

            (1) The customer must inspect the goods for defects immediately after delivery, even if samples or specimens were previously sent, insofar as this is feasible in the ordinary course of business. The delivery shall be deemed to have been accepted if we do not receive a notice of defects regarding obvious defects immediately, but at the latest within five (5) days after delivery in writing with a detailed description of the defect, unless a notice of defects is still to be regarded as immediate after five (5) days due to the given circumstances. If the defect was not recognizable during the inspection (hidden defect), the notice of defect must be received by us with a precise description of the defect in writing within three (3) days of its discovery.

            (2) We shall provide subsequent performance by repair or replacement at our discretion. Our right to refuse subsequent performance under the legal requirements remains unaffected. The customer must give us the time and opportunity required for the subsequent performance due. Goods that are the subject of a complaint can only be returned with the supplier's consent.

            (3) The customer shall bear the expenses necessary for subsequent performance if they are increased by the fact that the subsequent delivery (repair or replacement delivery) is to be carried out at a place other than the customer's place of business, unless the transfer corresponds to its intended use.

            (4) If the subsequent performance fails or if a reasonable deadline to be set by the customer for the subsequent performance has expired unsuccessfully or is unnecessary according to the legal regulations, the customer can reduce the purchase price or withdraw from the contract. The customer shall not be entitled to withdraw from the contract in the case of only minor defects.

            (5) The customer shall not be entitled to claim compensation for damages due to the defect in accordance with § 281 BGB. In all other respects, we shall be liable for all claims for damages to which the customer may be entitled due to or in connection with defects in the delivered goods, irrespective of the legal grounds, exclusively within the limits of § 7.

            (6) Warranty claims by the customer shall expire within one year from delivery of the goods or, if acceptance is required, from acceptance, unless we have fraudulently concealed the defect or assumed a guarantee of quality. Furthermore, this period shall not apply to claims for damages by the customer arising from injury to life, limb or health or from intentional or grossly negligent breaches of obligation by the supplier or its agents, which shall in each case become time-barred in accordance with the legal provisions.

            (7) In the event of material defects in goods which the supplier procures from third parties and delivers unchanged to the Customer, the supplier may, at their discretion, assert their warranty claims against the third party themselves or assign them to the Customer. In the event of assignment, the customer can only assert the warranty claims against the supplier if the judicial enforcement of the warranty claims against the third party was unsuccessful or is futile, e.g. due to insolvency of the third party. The limitation period for the relevant warranty claims by the customer against the supplier shall be suspended for the duration of the legal dispute.

            (8) In urgent cases, e.g. if operational safety is jeopardized or to prevent disproportionate damage, the customer has the right to remedy the defect themselves and to demand compensation from us for the expenses objectively necessary for this. We must be informed immediately, if possible in advance, of any such self-remedy. The right of self-remedy does not exist if we would be entitled to refuse the corresponding subsequent performance in accordance with the legal regulations.

              § 7 Limitation of liability

              (1) The supplier shall be liable without limitation for damage caused intentionally or by gross negligence. In the event of injury to life, limb or health as well as in accordance with the provisions of the Product Liability Act and in the event of the assumption of a guarantee, the supplier shall also be liable without limitation irrespective of the degree of fault.

              (2) In the event of simple negligence, the supplier shall only be liable if they have breached a material contractual obligation (so-called cardinal obligation). Essential contractual obligations are abstractly defined as those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely. In these cases, liability is limited to compensation for foreseeable, typically occurring damages.

              (3) The supplier shall not be liable beyond this.

              (4) The above limitation of liability also applies to the personal liability of the supplier's employees, vicarious agents, representatives and bodies.

                § 8 Retention of ownership

                (1) All goods delivered shall remain our property until the customer has settled our existing and future claims arising from our business relationship, including all current account balance claims. The delivered goods and the goods covered by the retention of title which substitute them in accordance with the provisions of paragraph 5 are hereinafter referred to as "goods subject to retention of ownership".

                (2) The customer shall store the reserved goods for the supplier free of charge and treat them with care. They shall insure the goods subject to retention of ownership against fire, water damage and theft at their replacement value at their own expense. The customer hereby assigns his claims arising from the insurance contract to the supplier accepting this. We must be provided with an inventory and adequate identification of the reserved goods at the place of storage during normal business hours upon request.

                (3) The goods subject to retention of ownership may neither be pledged to third parties nor assigned as security before the secured claims have been paid in full. The customer must inform the supplier immediately of any enforcement measures taken by third parties against the goods subject to retention of ownership, providing the documents necessary to intervene against the measures (e.g. enforcement record, record of the affidavit). The customer must inform the third party of the supplier's ownership. The duty to inform shall also apply to impairments of the reserved goods of any other kind.

                (4) Until revoked, the customer is authorized to resell and/or process the goods subject to retention of ownership in the ordinary course of business.

                (5) If the reserved goods are processed by the customer, it is agreed that the processing is carried out in the name and for the account of the supplier as manufacturer and that the supplier directly acquires ownership or, if processing is carried out using materials from several owners or the value of the processed item is higher than the value of the reserved goods, co-ownership (fractional ownership) of the newly created item in the ratio of the invoice value of the reserved goods to the invoice value of the newly created item. In the event that no such acquisition of ownership occurs for the supplier, the customer hereby transfers his future ownership or, in the aforementioned ratio, co-ownership of the newly created item to the supplier as security. If the reserved goods are combined or inseparably mixed with other items to form a uniform item and if one of the other items is to be regarded as the main item, the customer shall transfer co-ownership of the uniform item to the supplier on a pro rata basis in the above-mentioned ratio, insofar as the main item belongs to them.

                (6) The customer hereby assigns the claims from the resale of the reserved goods (also within the framework of contracts for work and services or contracts for the delivery of movable goods to be manufactured or produced) with all ancillary rights to the supplier accepting this in full or in the amount of our possible co-ownership share in accordance with the above paragraph as security. The customer's obligations under paragraph 3 shall also apply with regard to the assigned claims.

                (7) If the assigned claim is included in a current invoice, the customer hereby assigns to us a part of the balance corresponding to the amount of this claim, including the final balance from the current account.

                (8) Until revoked, the customer is entitled to collect the claims assigned to the supplier from the resale in their own name. The supplier shall only revoke this direct debit authorization in the event of breach of contract by the customer, in particular in the event of non-payment of the purchase price due. The customer must then inform us of the names of the debtors of the claims assigned to us and provide us with all information and documents necessary for collection so that we can disclose the assignment and collect the claims ourselves. In addition, we are then entitled to prohibit the resale, processing, mixing or combining of the reserved goods with other goods.

                (9) In the event of breach of contract by the customer, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the legal provisions if we have unsuccessfully set the customer a reasonable deadline for performance. The customer's right to possession of the reserved goods shall then expire and we may demand the return of the reserved goods. Transportation costs incurred for the return shall be borne by the customer. Notwithstanding the customer's payment and other obligations, we may liquidate the reserved goods taken back by private sale or by auction. We shall offset the proceeds of the sale against the customer's liabilities after deducting a reasonable amount for the costs of the sale; any surplus shall be paid to the customer.

                (10) If the estimated value of the securities to which we are entitled exceeds the claims against the customer by more than 50% in total, we shall be obliged to release securities of our choice at the customer's request.

                  § 9 Injection molded parts, tools

                  (1) The customer shall bear sole responsibility for the correct design of injection molded parts and for their practical suitability for the customer's purposes. Insofar as the supplier provides technical information or consultancy and this information or consultancy is not part of the contractually agreed scope of services owed by the supplier, this is done free of charge and to the exclusion of any liability. The unlimited liability for intent and gross negligence as well as in the event of injury to life, limb or health and in accordance with the provisions of the Product Liability Act remains unaffected.

                  (2) Injection moulds, press moulds or other moulds and tools manufactured by the supplier themselves or by a third party on their behalf are, in principle, their property in view of the supplier's design work. The costs of producing the moulds shall be borne by the customer.

                  (3) The supplier shall carefully store and maintain the moulds for repeat orders. They shall only bear the costs arising from normal mould wear. The supplier shall only be liable for other damages within the limits of the § 7. The retention obligation expires if no repeat orders are received within 2 years of the last delivery.

                  (4) The supplier is not obliged to accept follow-up orders and is not bound by the prices agreed in a previous order.

                    § 10 Third-party property rights

                    (1) If the delivered goods are exported by the customer to territories outside the Federal Republic of Germany, the supplier assumes no liability if his products infringe upon the industrial property rights of third parties, unless it has been agreed between the parties that the goods are intended for export to a third country. Liability for intent and gross negligence remains unaffected. The customer is obliged to compensate the supplier for all damages caused to the supplier by the export of the delivered goods, unless it has been agreed between the parties that the goods are intended for export to a third country.

                    (2) If the supplier has to deliver items according to the customer's exact specifications, in particular according to drawings, models or samples provided by the customer, the customer warrants to the supplier that the manufacture and delivery of the items does not infringe upon the industrial property rights of third parties.

                    (3) If the supplier is prohibited from manufacturing and/or delivery by a third party with reference to a property right to which the third party is entitled, the supplier shall be entitled, without being obliged to examine the legal situation, to discontinue manufacture and delivery and to demand reimbursement of the costs incurred from the customer, to the exclusion of all claims for damages by the customer.

                    (4) Samples or drawings sent in will only be returned to the customer on request. The shipping costs shall be borne by the customer. If an order does not materialize, the supplier is entitled to destroy samples and drawings provided to him 4 weeks after submission of the customer's offer if the customer does not request their return within this period.

                      § 11 Reinforcement parts

                      (1) If reinforcement parts, e.g. metal parts to be pressed in or injected, are delivered by the customer, then the customer is obliged to deliver them free to the supplier's facility with a surcharge of 10% for any rejects. The delivery must be made in good time, in perfect condition and in such quantities that the supplier is able to process the goods without interruption.

                      (2) In the event of late or insufficient delivery of reinforcement parts for which the customer is responsible, the customer shall be obliged to reimburse the supplier for any additional costs incurred as a result. In such cases, the supplier shall be entitled to interrupt production and only resume it at a later date.

                        § 12 Force majeure

                        (1) Events of force majeure, such as natural disasters, labor disputes, riots, armed or terrorist conflicts, etc. shall release the affected party from its performance obligations for the duration of the disruption (and a reasonable start-up time) and to the extent of its effect.

                        (2) The parties are obliged to inform each other immediately of the occurrence of force majeure events within the scope of what is reasonable and to agree on how to proceed. Notwithstanding the foregoing, either party shall be entitled to withdraw from the affected orders if the force majeure lasts for more than 3 months. The parties' rights under Section 275 BGB remain unaffected.

                          § 13 Place of fulfilment and jurisdiction

                          (1) The place of fulfilment for both parties is Steinfeld-Mühlen.

                          (2) The exclusive place of jurisdiction for all disputes between the parties arising from or in connection with these GTC and the orders concluded hereunder shall be the supplier's registered office.

                            § 14 Final provisions

                            (5) German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of the conflict of laws rules of private international law.

                            (6) Should any provision of the individual order including these GTC be or become invalid in whole or in part, the invalidity of this provision shall not affect the validity of all other provisions of these GTC and the individual order. The invalid provision shall be replaced by a legally valid provision that comes closest to the economic purpose of the invalid provision. The same applies to any omissions.