General terms and conditions of business

Weinmann GmbH

§ 1 Scope

§ 2 Conclusion of the contract, form

(1) The user's offers are subject to change and non-binding. This also applies if he has provided the customer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - including in electronic form - to which he has retained ownership and ownership
Copyright reserved.

(2) A written or telephone order is viewed by the user as an offer in accordance with Section 145 of the German Civil Code (BGB), which he can accept within two weeks. An effective contract is only concluded if the customer's offer is accepted by the user in writing (fax is sufficient) or by delivery of the goods. If the user's declaration of acceptance differs in content from the offer, this does not result in a contract being concluded, but rather represents a new offer in accordance with Section 150 Paragraph 2 of the German Civil Code (BGB).

(3) The concluded purchase contract, including these General Terms and Conditions, is the only decisive factor for the legal relationship between the user and the customer. This fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by the user before the conclusion of this contract are legally non-binding and oral agreements between the contracting parties are replaced by the contract unless they expressly state that they continue to be binding.

(4) Information provided by the user regarding the purchased item (e.g. weights, dimensions, usage values, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately relevant unless the usability for the contractually intended purpose requires exact agreement. They are not guaranteed characteristics, but rather descriptions or labels of the purchased item. Customary deviations and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permitted provided that they do not jeopardize the usability for the contractually intended purpose
affect.

(5) Legally relevant declarations and notifications by the customer regarding the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, ie in writing or text form (e.g. letter, email, fax). Statutory formal requirements and other evidence, particularly in the event of doubts about the legitimacy of the person making the declaration, remain unaffected.

(6) In the case of an order via the user's online shop, the following applies: The customer can select products from the user's range and collect them in a so-called shopping cart using the "add to shopping cart" button. Using the “order with payment” button, he submits a binding request to purchase the items in the shopping cart
Goods off. Before submitting the order, the customer can change and view the data at any time. However, the application can only be submitted and transmitted if the customer has accepted these contractual conditions by clicking on the “Accept Terms and Conditions” button and thereby included them in their application. The user then sends the customer an automatic confirmation of receipt by email, in which the customer's order is listed again and which the customer can print out using the "Print" function. The automatic confirmation of receipt merely documents that the customer's order has been received by the user and does not constitute acceptance of the application. The contract is only concluded when the user submits the declaration of acceptance, which is sent with a separate email (order confirmation). In this email or in a separate email, but no later than upon delivery of the goods, the contract text (consisting of the order, general terms and conditions and order confirmation) will be sent to the customer (contract confirmation). The text of the contract will be
stored in compliance with data protection. The final contract is in German

§ 3 Delivery, shipping costs, online invoice

(1) The user is entitled to make partial deliveries and partial services at any time, provided that these are reasonable for the customer. If partial deliveries are made by the user, the user will bear the additional postage costs.

(2) Information about the expected delivery period is non-binding unless the user has given the customer a binding promise in writing in individual cases.

(3) When purchasing by mail order, the customer bears the applicable transport and shipping costs from the warehouse and the costs of any transport insurance requested by the customer. The customer is responsible for any customs duties, fees, taxes and other public charges. The user reserves the right to pass on price increases from the transport and logistics companies used to the customer. Upon request, the user will provide the customer with proof of the price increase.

(4) The user can - without prejudice to his rights arising from the customer's default - demand from the customer an extension of the delivery and service deadlines or a postponement of the delivery and service dates by the period in which the customer does not properly fulfill his contractual obligations to the user .

(5) If the user is unable to deliver the ordered goods through no fault of his own because the user's supplier does not fulfill his contractual obligations, the user is entitled to withdraw from the contract with the customer. However, this right to withdraw only exists if the user has concluded a congruent hedging transaction with the supplier in question (binding, timely and sufficient order of the goods) and is not responsible for the non-delivery of the goods in any other way. In such a case, the user will immediately inform the customer that the ordered goods are not available. Any consideration already provided by the customer will be paid immediately
Reimbursed.

(6) If the user is prevented from fulfilling his delivery obligations due to the occurrence of unforeseen events, e.g. war, natural disasters, strikes, and force majeure, which affect the user or their suppliers, and the user also does so with the care that is reasonable under the circumstances could not avert this, the delivery period will be extended appropriately. The user will also inform the customer about this immediately. The legal rights of the customer remain unaffected.

(7) By placing an order, the customer declares his consent to receive the user's invoice by email as a PDF document in the mailbox specified by him. If the customer would like an invoice in paper form, this must be communicated separately when placing the order. For sending in paper form, the user charges a processing fee of €1.45 plus the applicable VAT.

(8) Small quantity surcharge: For orders up to a value of €50.00 (net) we charge a small quantity surcharge of €15.00.

§ 4 Transfer of risk when purchasing by mail order

(1) If the goods are sent to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer when the goods are handed over to the freight forwarder or carrier. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs, or whether the user has also provided other services.

(2) If shipping or handover is delayed due to a circumstance caused by the customer, the risk passes to the customer from the day on which the goods are ready for shipment and the user has notified the customer of this.

§ 5 Retention of title

(1) The user reserves ownership of the goods until all payments from the purchase contract have been received (reserved goods). The customer must immediately inform the user in writing of all access by third parties, in particular of compulsory enforcement measures and other impairments of his property. The customer must reimburse the user for all damages and costs resulting from a breach of this obligation and necessary intervention measures against access by third parties. If the customer behaves in violation of the contract, in particular if the customer does not meet his payment obligation despite a reminder from the user, the user may request a prior reasonable notice
withdraw from the contract after setting a deadline and demand the return of the goods that are still his property. Taking back the goods or seizing them by the user constitutes a withdrawal from the contract. The customer bears the shipping costs incurred. After receiving the goods back, the user is authorized to use them. The proceeds from the sale are up
Liabilities of the customer, less appropriate realization costs.

(2) The customer is entitled to resell the reserved goods in the normal course of business. The customer now assigns the customer's claims from the resale of the reserved goods to the user in the amount of the invoice amount agreed with him (including VAT). This assignment is already accepted by the user. This assignment applies regardless of whether the item was resold without or after processing. The customer remains authorized to collect the claim even after the assignment. The user's authority to collect the claims himself remains unaffected. However, he undertakes not to collect the claims as long as the customer meets his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended.

(3) The user undertakes to release the securities to which he is entitled at the customer's request if their value exceeds the claims to be secured by more than 20%.

(4) The processing of the purchased item by the customer is always carried out in the name and on behalf of the user. In this case, the customer's expectant right to the purchased item continues with the converted item. If the purchased item is processed with other items that do not belong to the user, he acquires co-ownership of the new item
in the ratio of the objective value of the purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing occurs in such a way that the customer's item is to be viewed as the main item, it is agreed that the customer transfers proportional co-ownership to the user and the resulting property
Sole ownership or co-ownership is kept for the user. The customer assigns to the user any claims that arise from the connection of the reserved goods with a third party property. The user accepts this assignment upon conclusion of the contract.

§ 6 Price, payment, offsetting

(1) Unless otherwise agreed in individual cases, our current prices at the time the contract is concluded apply, namely ex warehouse, plus statutory sales tax.

(2) Payment of the purchase price must be made exclusively to the account specified in the order confirmation. The deduction of a discount is only permitted if there is a special written agreement. Otherwise, payments must be made in the full amount of the invoice amount without deductions.

(3) The purchase price is due upon conclusion of the contract.

(4) The user's claims can only be offset against a customer claim that is undisputed or legally established.

(5) The user is entitled to carry out or make outstanding deliveries only against advance payment or security if, after conclusion of the contract, he becomes aware of circumstances which are likely to significantly reduce the customer's creditworthiness and which require payment of the outstanding claims of the user user by the
Customers are at risk from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

(6) If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that the user's claim to the purchase price is at risk due to the customer's inability to pay, the user is obliged to refuse performance in accordance with the statutory provisions and - if necessary - after setting a deadline – entitled to withdraw from the contract (§ 321 BGB). In the case of contracts for the production of unreasonable items (custom-made items), the user can declare withdrawal immediately; The legal regulations regarding the dispensability of setting a deadline remain unaffected.

§ 7 Liability for defects

(1) The legal regulations apply to the customer's rights in the event of material and legal defects (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special legal regulations remain unaffected when the unprocessed goods are finally delivered to a consumer, even if the consumer has further processed them (supplier recourse according to §§ 478 BGB). Claims from supplier recourse are excluded if the defective goods were further processed by the customer or another entrepreneur, for example by incorporating them into another product.

(2) The basis for liability for defects is primarily the agreement made regarding the quality of the goods. All product descriptions that are the subject of the individual contract or that were made known by the user are deemed to be an agreement on the quality of the goods.

(3) If the quality has not been agreed, it must be assessed according to the statutory regulations whether a defect exists or not. The user assumes no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(4) The customer's claims for defects presuppose that he has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect becomes apparent during delivery, inspection or at any later time, the user must be notified immediately in writing. In any case, obvious defects must be reported in writing within five working days of delivery and defects that are not apparent upon inspection must be reported in writing within the same period of discovery. If the customer fails to do so
proper inspection and/or notification of defects, the user's liability for defects not reported or not reported in a timely manner or not properly is excluded in accordance with statutory provisions.

(5) If the item delivered is defective, the user can initially choose whether to provide supplementary performance by eliminating the defect (repair) or by delivering an item free of defects (replacement delivery). His right to refuse supplementary performance under the legal requirements remains unaffected.

(6) The user is entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to withhold a portion of the purchase price that is appropriate in relation to the defect.

(7) The customer must give the user the time and opportunity necessary for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the customer must return the defective item in accordance with legal regulations. The supplementary performance does not include the removal of the defective item
re-installation if the user was not originally obliged to install it.

(8) The user will bear or reimburse the expenses necessary for the purpose of testing and subsequent performance, in particular transport, travel, labor and material costs as well as any removal and installation costs in accordance with the statutory regulations if there is actually a defect. Otherwise, he can demand reimbursement from the customer for the costs arising from the unjustified request to rectify the defect (in particular testing and transport costs), unless the lack of defect was not apparent to the customer.

(9) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses. The user must be notified immediately of such self-implementation, if possible in advance. The right of self-remedy does not exist if the user would be entitled to refuse subsequent performance in accordance with the statutory provisions.

(10) If the subsequent performance has failed or a reasonable deadline set by the customer for the subsequent performance has expired without success or is dispensable according to legal regulations, the customer can withdraw from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal.

(11) The customer's claims for damages or reimbursement of wasted expenses, even in the event of defects, only exist in accordance with Section 8 and are otherwise excluded.

§ 8 Liability

(1) Unless otherwise stated in these General Terms and Conditions, including the following provisions, the user is liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) The user is liable for damages - regardless of the legal basis - within the scope of liability for fault in the event of intent and gross negligence. In the event of simple negligence, the user is only liable subject to a more lenient standard of liability in accordance with legal regulations (e.g. for care in one's own affairs).
a) for damages resulting from injury to life, body or health,
b) for damages resulting from the not insignificant breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly trusts and may rely); In this case, however, liability is limited to replacement of what was foreseeable, typically
damage occurring is limited.

(3) The limitations of liability resulting from paragraph 2 also apply in the event of breaches of duty by or on behalf of persons whose fault is the responsibility of the user according to legal regulations. They do not apply if the user has fraudulently concealed a defect or has given a guarantee for the quality of the goods and for customer claims under the Product Liability Act.

(4) Due to a breach of duty that does not consist of a defect, the customer can only withdraw or terminate the contract if the user is responsible for the breach of duty. The customer's free right of termination (in particular in accordance with Sections 651 and 649 of the German Civil Code) is excluded. Otherwise, the legal requirements and legal consequences apply.

(5) It should be noted that certain products in the user's range constitute medical devices within the meaning of the Medical Devices Act (MPG). In the event that such user products are resold by a customer, the user is not liable for the violation of behavioral obligations under the MPG, which are violated by the resale. Liability for this is assumed exclusively by the person who resells the user's products, unless the user has culpably violated a duty of conduct under the MPG.

(6) Likewise, the user is not liable for someone who unauthorizedly resells medical devices manufactured or supplied by the user and thereby violates the MPG's conduct obligations or puts medical devices manufactured by the user into circulation in a modified form.

§ 9 Limitation

(1) Deviating from Section 438 Paragraph 1 No. 3 BGB, the general limitation period for claims based on material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.

(2) However, if the goods are a structure or an item that was used for a structure in accordance with its normal use and caused its defect, the limitation period in accordance with the statutory regulation is 5 years from delivery (§ 438 para. 1 No. 2 BGB). Other special legal regulations also remain unaffected
Statute of limitations.

(3) The above limitation periods of the sales law also apply to contractual and non-contractual claims for damages by the customer that are based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases lead. However, the customer's claims for damages in accordance with Section 8 Paragraph 2 Sentence 1 and Sentence 2(a) as well as under the Product Liability Act and the Medical Devices Act only expire according to the statutory limitation periods.

§ 10 Traceability of medical devices

Every customer is obliged to maintain the traceability of his end customers so that in the event of a recall, in accordance with the EC directives on medical devices of July 14, 1993 (93/42/EEC), his end users can be contacted and the corresponding medical device removed from the market can be taken.

§ 11 Final provisions

(1) German law applies to the legal relationships between the parties, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) If the customer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Aschaffenburg. The same applies if the customer is an entrepreneur
§ 14 BGB is. However, in all cases we are also entitled to bring an action at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the customer's general place of jurisdiction. Priority legal regulations, in particular regarding exclusive responsibilities, remain unaffected.

(3) If individual provisions of these terms and conditions are/become invalid or contain a gap, the remaining provisions remain unaffected. The parties undertake to replace the invalid regulation with a legally permissible regulation that comes closest to the economic purpose of the ineffective regulation,
or fills this gap.

*Our offers are aimed exclusively at resellers, entrepreneurs, tradespeople, freelancers and legal entities under public law. Consumers are excluded from purchasing. All prices plus VAT and plus shipping costs. Subject to change.

Mömbris, December 31, 2023