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General terms and conditions of delivery and sale of

t-s-i.de Mixing and Dosing Technology GmbH
Georg-Fleischer-Straße 6
66914 Waldmohr / Germany

Applicable in business transactions with entrepreneurs, legal entities under public law and special funds under public law.

§ 1 General – Scope

1. Our terms and conditions of delivery and payment apply exclusively, to which our customer agrees upon placing an order. This also applies to future transactions, even if they are not expressly referred to but have been received by the customer with an order confirmed by us. If the order is placed in deviation from our terms and conditions of delivery and payment, only our terms and conditions of delivery and payment apply, even if we do not object. Deviations are therefore only valid if they have been expressly acknowledged by us in writing.
   
2. Any individual agreements made with the customer in individual cases (including ancillary agreements, supplements, and amendments) shall always take precedence over these General Terms and Conditions of Delivery and Sale. Subject to proof to the contrary, a written contract or our written confirmation shall prevail over the content of such agreements.
   
3. Our terms and conditions apply only to entrepreneurs, legal entities under public law and special funds under public law.
   
4. Our terms and conditions also apply to all future deliveries and services to the customer.
   
5. We are entitled to assign claims arising from our business relationships.
   

§ 2 Offer and conclusion; rights to documents and know-how

1. Our offers are subject to change, including delivery options. Cost estimates and indicative offers are non-binding.
   
2. If the order qualifies as an offer according to Section 145 of the German Civil Code (BGB), we can accept it within four weeks.
   
3. Our written order confirmation is decisive for the scope of delivery and services.
   
4. We reserve all ownership and copyright to illustrations, drawings, calculations, and other documents; they may not be made accessible to third parties. This applies in particular to written documents designated as confidential; the customer requires our express written consent before any disclosure to third parties.
   
5. If the order placed with us involves the creation of software, the customer is only entitled to the usage rights expressly agreed upon in the order. Further rights, in particular the granting of licenses, sublicenses, other usage rights, independent exploitation, etc., including all rights to the source code, belong exclusively to us and require a separate license agreement for their transfer to the customer. Even the provision of software, source code, etc. to the customer for testing purposes does not result in the customer acquiring any rights to this software.
   
6. We reserve the right to make design or shape changes, as well as changes to the scope of delivery, during the delivery period, provided that the changes or deviations are reasonable for the customer, taking our interests into account. If we use symbols or numbers to designate the order or the ordered item, no rights can be derived from this alone with regard to the specification of the delivery item or the scope of delivery.
   
7. When shopping in the online shop, the customer places a binding order via the provided ordering system by selecting the type and quantity of the goods and services listed therein. The order represents an offer to us to conclude a purchase contract. Representations and pricing in the online shop by tsi. de Misch- und Dosiertechnik GmbH do not constitute an offer in the legal sense. When the customer places an order in the online shop, they will receive an email, letter, or fax confirming receipt of their order and listing its details (order confirmation). The purchase contract is concluded upon the order confirmation. Otherwise, the contract text can no longer be viewed after the order has been placed. The customer is therefore asked to save the contract text.
   

§ 3 Prices – Terms of payment

1. Unless otherwise stated in the order confirmation, our prices are ex works, excluding packaging; this will be invoiced separately and is non-returnable. Value-added tax is not included in the prices; it will be shown separately on the invoice at the statutory rate applicable on the date of invoicing. Furthermore, our prices do not include customs duties, other incidental costs, or charges of any kind. Waybill stamps, siding fees, and cartage are borne by the customer. In the event of increases in labor, material, raw material, manufacturing, or transport costs, etc., we reserve the right to charge the prices valid on the date of delivery. This does not apply if the agreed deliveries and services are to be provided within four months of the conclusion of the contract.
   
2. Unless another payment method has been agreed, invoices are to be paid as follows: 50% upon placing the order, 50% upon readiness for delivery, strictly net without deduction. For contracts concluded via our online shop, the following regulations apply: Payment is made in accordance with the terms and conditions contained in the order. The prices displayed in the online shop refer to the respective packaging units/roll lengths. Cutting rolls will incur cutting costs, which the seller will communicate to the customer separately. If the customer chooses advance payment by bank transfer, payment is to be made no later than 14 calendar days after order confirmation. For delivery on account, payment is due no later than 8 calendar days after invoicing. If payment is made cash on delivery, the purchase price plus shipping costs and cash on delivery fees are due upon delivery and presentation of the cash on delivery note by the commissioned transport company.
   
3. The buyer is not permitted to offset any counterclaims unless the counterclaims are undisputed or legally established. The buyer is not permitted to assert a right of retention unless it is based on the same contractual relationship or the counterclaims are undisputed.
   
4. Checks and bills of exchange are only accepted based on special agreements. Costs and discount charges are borne by the customer. Payments are only considered made on the day on which we have access to the invoice amount without loss.
   
5. In the event of default by the customer, we are entitled to default interest at the statutory rate (Section 288 Paragraph 2 of the German Civil Code, i.e., 9% above the base interest rate). We reserve the right to assert further damages for default.
   
6. If the buyer defaults on any payment obligations to us, all outstanding claims become immediately due. Alternatively, we are entitled to withdraw from the contract and/or demand the return of the goods based on our retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to simply demand the return of the goods and reserve the right to withdraw.
   
7. However, the buyer is not entitled to assert a right of retention unless it is based on the same contractual relationship and is undisputed or has been legally established.
   

§ 4 Delivery – Delivery time

1. Delivery dates and delivery periods are only binding if a specific delivery date or delivery period has been agreed upon in writing. Correct and timely delivery to us is subject to change.
   
2. Delivery periods only begin to run and delivery dates become binding after all details of the contract implementation have been clarified, in particular all technical questions have been clarified and both parties have agreed on all terms and conditions of the transaction.
   
3. If the shipment of the goods is not possible for reasons beyond our control, the provision of the goods shall be deemed to constitute fulfillment of the contract.
   
4. In the event of force majeure and other unforeseeable, extraordinary, and unavoidable circumstances – e.g., difficulties in procuring materials, operational disruptions, strikes, lockouts, lack of means of transport, official interventions, energy supply difficulties, etc. – even if they occur with sub-suppliers, the delivery period shall be extended appropriately if we are prevented from fulfilling our obligations on time. If the aforementioned circumstances make delivery or performance impossible or unreasonable, we are released from our delivery obligation. If the delivery delay lasts longer than three months, the customer is entitled to withdraw from the contract. We may only invoke the aforementioned circumstances if we notify the customer immediately.
   
5. We are entitled to make partial deliveries to an extent that is reasonable for the customer, as well as to make excess or short deliveries within the scope customary in the trade.
   
6. If we have allowed an agreed delivery period or an extended delivery period according to the above paragraphs to expire despite the customer granting a grace period for reasons for which we are demonstrably responsible, the customer may declare withdrawal from the contract.
   
7. If shipment is delayed at the customer's request, the customer will be charged the costs incurred for storage at our facility, starting one month after notification of readiness for shipment, at a rate of at least 0.5% of the invoice amount (but not more than 5% of the order value). We are entitled, after setting and unsuccessfully expiring a reasonable deadline, to dispose of the delivery item in another way and to deliver to the customer within a reasonably extended deadline.
   

§ 5 Transfer of risk

1. If the goods are sent to the customer at the customer's request, even if partial deliveries are made, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery to the shipping agent, but at the latest upon leaving the factory or warehouse, regardless of whether the goods are sent from the place of performance or who bears the freight costs.
   
2. If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for dispatch.
   
3. In the absence of specific instructions, the choice of route and means of transport will be made at our discretion, without liability for the cheapest and fastest shipping. We will only arrange transport insurance upon express instruction and at the customer's expense.
   

§ 6 Delay in acceptance

1. If the customer does not accept goods delivered to him within normal business hours or after notification, even though they are in accordance with the contract, the freight carrier commissioned by us may, at its own discretion, nevertheless unload them at the customer's premises, store them at the nearest location or return them to us, in each case at the customer's expense and risk.
   
2. If the customer fails to accept the delivery item within a grace period accompanied by a threat of rejection, we may, at our discretion, withdraw from the contract or proceed with a self-help sale. Any resulting additional expenses shall in all cases be borne by the customer.
   

§ 7 Defect investigation – liability for defects – limitation period

1. Complaints regarding incomplete or incorrect deliveries or complaints regarding obvious defects in the delivery item must be reported to us immediately and in writing, specifying the individual defects, before use or processing, and no later than eight days after receipt of the delivery item. The customer's obligation to inspect the delivery item extends to the entire delivery.
   
2. Unless the delivery item exhibits any immediately recognizable, serious defects or a visible deviation from the agreed quality, it must be accepted and stored properly. Returning the delivery item requires our express and prior consent. We must be given the opportunity to inspect the delivery item in question.
   
3. Our liability for defects and breaches of duty is limited to a maximum period of 12 months after the transfer of risk to the customer (in single-shift operation); the statutory provisions regarding the purchase of consumer goods remain unaffected. Our liability is initially limited to the obligation to repair the defective delivery item, at our discretion, or to deliver a defect-free delivery item upon return of the defective item. Our liability for defects in a work to be performed by us (installation or repair; delivery of systems according to the customer's wishes or specifications) is limited to 12 months from the time the ordered item is made available for acceptance. Of the direct costs incurred through repair or replacement delivery, the supplier shall bear – provided the complaint proves to be justified – only the cost of the replacement part, but not any travel and labor costs, which shall be borne by the customer.
   
4. If the customer has agreed to provide support or training for its employees on the operation and maintenance of the system(s) supplied by us, our warranty is limited to the parts supplied.
   
5. If an item delivered by us is transported to a location other than the place of performance, we will not bear any resulting increased transport, travel or labor costs.
   
6. No liability is assumed for damages or defects caused by the following reasons:
   - unsuitable or improper use,
   - faulty assembly, repair, remedial work or commissioning by the customer or by third parties,
   - if the customer disregards the maintenance and operating instructions applicable to the delivery item,
   - if natural wear or climatic influences are present; this applies in particular to all types of seals and other parts that come into contact with the material to be processed.
   
7. The customer must grant us the necessary time and opportunity to remedy the defects. If and as long as the customer refuses to do so, we are released from liability for defects. Upon delivery or installation of equipment, the customer shall ensure the spatial, technical, and other installation and connection requirements necessary for us to ensure operational readiness by the agreed delivery date.
   
8. If a replacement delivery or repair proves impossible or fails, if we refuse to provide a replacement delivery or repair in bad faith or if we delay it unreasonably and culpably, the customer has the right, at his or her discretion, to withdraw from the contract or to demand a reduction in the price.
   
9. If a complaint proves to be unfounded upon inspection, we may charge not only the shipping costs but also a reasonable fee for the inspection of the defective goods.
   

§ 8 Retention of title

1. We retain title to all delivered items until all claims arising from the entire business relationship have been fully satisfied and any current account balance due to the customer has been settled. The issuance of invoice statements or acknowledgment of balances shall in no way affect the individual claim or the retention of title.
   
2. Resellers and manufacturers are permitted to resell goods delivered under retention of title in the ordinary course of business, subject to revocable consent at any time. Resale may only be made against cash payment or subject to retention of title.
   
3. The customer is not permitted to make any assignments by way of security, pledges, or other dispositions that jeopardize the reserved title. In the event of default in payment, we may withdraw from the contract and demand the return of the reserved title goods. Furthermore, in this case, we are entitled to remove the reserved title goods from the customer's warehouse and take immediate possession of them.
   
4. If the customer sells the reserved goods, he hereby assigns to us as security, until all our claims have been fully settled, the claims against his customers arising from the resale, including all ancillary rights. If the goods delivered by us subject to retention of title are sold by the customer together with other goods for a total price, the claim from the resale shall be assigned only to the amount of the invoiced value of the goods delivered by us (including VAT).
   
5. The customer is entitled to collect the claims assigned to us as long as they fulfill their payment obligations to us in accordance with the contract. In the event of default by the customer, we are entitled to collect the assigned claims in our own name and, for this purpose, to inspect the customer's invoices and other relevant accounting documents. At our request, the customer must at any time send us a detailed list of the claims assigned to us and notify the respective third-party debtors of the assignment. To the extent that incoming amounts exceed the outstanding claims to us, they will be transferred to the customer.
   
6. If our delivery items are combined or processed by the customer with other goods, we shall be entitled to co-ownership of the new item resulting from the combination or processing, in proportion to the value of the reserved goods to the value of the other combined or processed items at the time of combination or processing. The customer shall take custody of the new item for us free of charge.
   
7. The customer must notify us immediately of any third-party access to the reserved goods or claims assigned to us, enclosing the attachment documents. Any intervention costs shall be borne by the customer.
   
8. If the realisable value of the securities to which we are entitled under the above provisions exceeds our secured claims by more than 20%, we are obliged to release them to the customer upon request.
   
9. In order to assert the rights arising from retention of title, withdrawal from the contract is not necessary unless the debtor is a consumer.
   

§ 9 Damages

1. In accordance with statutory provisions, we are liable without limitation for damages based on a guarantee (assurance) declared by us.
   
2. We are also liable for damages resulting from injury to life, body, or health, unless we are not responsible for the breach of duty, as well as for damages resulting from a breach of duty by us, unless we committed the breach neither intentionally nor with gross negligence. Our liability under the Product Liability Act remains unaffected, to the extent that it is mandatory.
   
3. Furthermore, we are not liable for damages due to defects or other breaches of duty. Except for damages resulting from a culpable breach of essential contractual obligations, our liability is limited to the damage that we foresaw as a possible consequence of the breach of duty at the time of conclusion of the contract, or that we should have foreseen, taking into account the circumstances of which we were aware or should have been aware.
   
4. Our liability for defects or other breaches of duty pursuant to the above paragraph (3) is additionally limited in the case of property damage to the insured amount of the liability insurance we maintain, and in the case of financial loss to the lost profit from the use of the specific delivery.
   
5. A breach of duty by our legal representatives or vicarious agents shall be deemed to be a breach of duty by us.
   
6. Any existing statutory rights of withdrawal are not restricted by the above provisions.
   

§ 10 Place of jurisdiction – Place of performance – Severability clause – Applicable law

1. The place of jurisdiction is the registered office of t-s-i.de Misch- und Dosiertechnik GmbH in Waldmohr. However, we are also entitled to sue the customer at his or her registered office.
   
2. Notwithstanding the foregoing, our registered office shall be the place of jurisdiction if the customer has relocated his registered office or habitual residence outside the scope of the Code of Civil Procedure after conclusion of the contract or if his registered office or habitual residence is not known to us at the time our claims are asserted in court.
   
3. Unless otherwise stated in the order confirmation, our registered office is the place of performance.
   
4. All legal relationships between us and the customer are governed exclusively by the law of the Federal Republic of Germany, excluding the CISG (Convention on Contracts for the International Sale of Goods), or German law, excluding the UN Convention on Contracts for the International Sale of Goods.
5. Regarding data processing, we refer to our data protection information on our homepage at www.t-s-i.de/pages/datenschutz
6. Should any provision of these General Terms and Conditions of Sale and Delivery be or become invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties are obligated to agree on a provision in the individual agreement that comes as close as possible to the economic meaning and purpose of the invalid provision.