1. GENERAL & SCOPE
1.1 These General Terms and Conditions of Delivery and Service ("GTCS") apply to all our business relationships with our customers ("Purchaser").
1.2 These GTCS apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB - German Civil Code). Unless otherwise agreed, the GTCS in the version valid at the time of the Purchaser's order or, in any case, in the version last communicated to them in text form, shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
1.3 Our deliveries, services and offers are made exclusively on the basis of these GTCS; we do not recognize any conflicting or deviating terms and conditions of the Purchaser unless we have expressly agreed to their validity in writing. Our GTCS shall also apply if, in knowledge of conflicting or deviating terms and conditions of the Purchaser, we unconditionally carry out the delivery to the Purchaser or if the Purchaser refers to their general terms and conditions in the context of the order and we do not expressly object to them.
1.4 Our GTCS apply only to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law.
1.5 Individual agreements made with the Purchaser in individual cases (e.g. framework supply contracts or quality assurance clauses) and information in our order confirmation shall in any case take precedence over these GTCS. Trade clauses shall be interpreted in case of doubt in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
1.6 Legally relevant declarations and notices by the Purchaser with regard to the contract (e.g. setting of deadlines, reminders or withdrawal) must be made in writing. Writing within the meaning of our GTCS includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in cases of doubt as to the legitimacy of the declarant, remain unaffected.
1.7 If reference is made below to the validity of statutory provisions, this is for clarification purposes only. Even without such clarification, the statutory provisions therefore apply, unless we have directly amended or expressly excluded them in our GTCS.
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2. CONCLUSION OF CONTRACT
2.1 Our offers are subject to change and non-binding and subject to prior sale, unless they are expressly marked as binding. This also applies if we have provided the Purchaser with samples, catalogs, other product descriptions or documents - including in electronic form - to which we reserve proprietary and copyright rights.
2.2 The order of the goods by the Purchaser is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within two (2) weeks after its receipt by us.
2.3 Acceptance of contractual offers can be declared by us either in writing (e.g. by order confirmation) or by delivery of the goods to the Purchaser.
2.4 The documents supplied by the Purchaser (information, drawings, samples, or the like) are decisive for us; the Purchaser is liable for their factual correctness, technical feasibility, and completeness; we are not obliged to carry out a review of them.
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3. PRICES & PAYMENT TERMS
3.1 Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract (ex warehouse, plus statutory VAT) apply.
3.2 Unless otherwise stated in the order confirmation, our prices are EXW (ex works in Hückeswagen) according to Incoterms 2020 or the current version. Packaging costs are not included in the prices, unless expressly agreed otherwise.
3.3 Unless otherwise stated in the order confirmation, our invoices are due for payment net (without deduction) within twenty-one (21) days from the invoice date and receipt of the invoice. For payment within eight (8) days from the invoice date, we grant a two (2) % discount. Shipping, printing, screen printing and film costs on invoices are prime costs, on which we do not grant a discount. However, we are entitled, even within an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation.
3.4 The Purchaser is not entitled to withhold payments due to counterclaims or to offset them against counterclaims, unless these have been recognized by us, are undisputed or have been legally established. Counter-rights of the Purchaser arising from the same contract due to defects, non-performance and/or unfinished or incomplete performance remain unaffected by this.
3.5 If, after conclusion of the contract, it becomes apparent (e.g. due to cancellation of trade credit insurance or application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the Purchaser's inability to pay, we are entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we can declare the withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.
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4. DELIVERY TIME, DELAY IN DELIVERY & FORCE MAJEURE
4.1 Unless expressly agreed otherwise, delivery time information is only approximate. A delivery period only begins when all details of the execution have been clarified and both parties agree on the terms of the order. Agreed delivery dates will be postponed accordingly.
4.2 Compliance with our delivery obligation further requires the timely and proper fulfillment of the Purchaser's obligations. This includes in particular the timely and complete delivery of the documents to be provided by the Purchaser, insofar as we provide services based on drawings, specifications, samples, guidelines and/or other documents of the Purchaser. The defense of non-performance of the contract remains reserved.
4.3 The occurrence of our delay in delivery is determined by the statutory provisions. In any case, a reminder is required.
4.4 If we are prevented from timely delivery or service by force majeure, such as industrial disputes for which we are not responsible, official measures, energy or raw material shortages, transport bottlenecks or obstacles, pandemics or epidemics and measures to combat them, operational disruptions, e.g. due to fire, water and/or machine damage or other disruptions in our operations or those of our upstream suppliers/subcontractors for which we are not responsible, which are demonstrably of significant influence, we are obliged to inform the Purchaser without delay. In these cases, we are entitled to postpone the delivery or service period by the duration of the event of force majeure or disruption, provided that we have fulfilled our above-mentioned information obligation. If delivery or service becomes impossible as a result, our obligation to perform lapses to the exclusion of damages. If the Purchaser proves that subsequent fulfillment is of no interest to him as a result of the delay, he may withdraw from the contract to the exclusion of further claims. If the event of force majeure or the disruption lasts longer than one (1) month, we may withdraw from the contract with regard to the unfulfilled part, if we have fulfilled our above-mentioned information obligation and insofar as we have not assumed the procurement risk or a delivery guarantee. Force majeure is any external event not attributable to the operation, caused by elemental forces of nature or by acts of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means even with the utmost care reasonably to be expected in the circumstances, and is also not to be accepted by us due to its frequency.
4.5 Clause 4.4 applies accordingly insofar as we have concluded a congruent hedging transaction with the Purchaser before concluding the contract, which would have enabled us to fulfill our contractual delivery obligations towards the Purchaser if properly carried out, and we are not supplied by our supplier, not correctly and/or not in time, and we are not responsible for this.
4.6 If we are in default, the Purchaser is entitled to set a reasonable grace period in writing and, after its unsuccessful expiry, to withdraw from the contract. A grace period is not required if we seriously and definitively refuse performance or if the underlying contract is a fixed-date transaction within the meaning of Section 323 (2) No. 2 BGB or Section 376 HGB or if there are special circumstances which, after weighing the interests of both parties, justify immediate withdrawal.
4.7 The rights of the Purchaser according to Section 10 of these GTCS and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or supplementary performance), remain unaffected.
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5. PASSING OF RISK & SHIPMENT
5.1 Unless otherwise stated in the order confirmation, delivery EXW (ex works) according to Incoterms 2020 or the current version is agreed. The place of delivery and performance is our location in Hückeswagen. This also applies if we have borne the transport costs or advanced them for the Purchaser or if partial deliveries are made.
5.2 At the request and expense of the Purchaser, the goods will be shipped to another destination (sale by dispatch).
5.3 If dispatch has been agreed, the risk of accidental loss and accidental deterioration of the goods passes to the Purchaser upon handover to the forwarder, the carrier or the person or institution otherwise designated to carry out the dispatch. This also applies if we have borne the transport costs or advanced them for the Purchaser or if partial deliveries are made. If dispatch or handover is delayed for reasons for which the Purchaser is responsible, the risk passes to the Purchaser from the day on which the goods are ready for dispatch and we have notified the Purchaser of this.
5.4 Insofar as acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of the contract for work and services apply accordingly to an agreed acceptance, unless otherwise specified below.
5.5 Insofar as an acceptance is to take place, the goods shall be deemed accepted if (i) the delivery and, insofar as we also owe the installation, the installation is completed, (ii) we have notified the Purchaser of this, referring to the acceptance fiction according to this Clause 5.5 and requested him to accept, (iii) twenty (20) working days have passed since delivery or since installation, and (iv) the Purchaser has failed to accept within this period, unless the failure to accept was due to a defect notified to us that makes the use of the purchased item impossible or significantly impairs it.
5.6 The handover or acceptance is equivalent if the Purchaser is in default of acceptance.
5.7 The Purchaser must inform us in writing if he desires a special type of transport and/or coverage by transport insurance for the shipment. The costs incurred in this respect shall be borne by the Purchaser, even if we have exceptionally borne the transport costs in other cases.
5.8 We are entitled to make partial deliveries, insofar as this is reasonable for the Purchaser taking into account his interests.
5.9 If the Purchaser is in default of acceptance or if the delivery is delayed for reasons for which the Purchaser is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses. In these cases, we will store the products at the Purchaser's risk and charge the Purchaser for storage.
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6. PACKAGING
Unless otherwise agreed, packaging is at our reasonable discretion. The costs of packaging shall be borne by the Purchaser.
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7. RETENTION OF TITLE
7.1 We reserve title to the sold goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims).
7.2 The reserved goods may not be pledged to third parties or transferred by way of security by the Purchaser before full payment of the secured claims without our express written consent. In the event of seizures or other interventions by third parties, the Purchaser must notify us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the action was successful and the third party is not able to reimburse us for the judicial or extrajudicial costs of an action pursuant to § 771 ZPO, the Purchaser shall be liable for the costs incurred by us.
7.3 The Purchaser is entitled to resell the delivered goods in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claims, which accrue to him from the resale against his customers or third parties, regardless of whether the purchased item has been resold without or after processing. The Purchaser remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as no bills of exchange or checks are protested, the Purchaser fulfills his payment obligations from the collected proceeds, is not in default of payment and no application for the opening of insolvency proceedings has been filed against his assets. If this is the case, however, we can demand that the Purchaser inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtors (third parties) of the assignment.
7.4 The processing or transformation of the reserved goods delivered by us by the Purchaser is always carried out for us. If the reserved goods delivered by us are processed with other items/materials not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods to the other processed items/materials at the time of processing. For the item created by processing, the same applies as for the goods delivered under reservation of title.
7.5 If the reserved goods delivered by us are inseparably mixed with other items/materials not belonging to us or combined in such a way that they become essential components of a single item, we acquire co-ownership of the new item in proportion to the value of the reserved goods to the other mixed or combined items/materials at the time of combination or mixing. If the combination or mixing takes place in such a way that the Purchaser's item is to be regarded as the main item, it is already agreed that the Purchaser transfers co-ownership to us on a pro rata basis. The Purchaser shall keep the co-ownership thus created for us. For the item created by combining or mixing, the same applies as for the goods delivered under reservation of title.
7.6 The Purchaser is obliged to treat the reserved goods with care, in particular he is obliged to insure them sufficiently at his own expense against fire, water damage and theft at replacement value. If maintenance and inspection work is required, the Purchaser must carry this out promptly at his own expense.
7.7 In the event of loss or damage to the reserved goods, the Purchaser hereby assigns to us as additional security in advance any claims for insurance benefits existing in this connection in the amount of the final invoice amount (including VAT) of our claims with regard to the delivery item.
7.8 If, in the case of deliveries to foreign countries, certain measures and/or declarations by the Purchaser are required in the importing country for the effectiveness of the retention of title regulated above or the other rights referred to in the preceding paragraphs, the Purchaser must inform us thereof immediately in writing or in text form and carry out or make these measures and/or declarations immediately at his own expense. If the law of the importing country does not permit a retention of title, the Purchaser is obliged to provide us immediately at his own expense with other suitable securities on the delivered goods or other securities at our reasonable discretion (§ 315 BGB).
7.9 We undertake to release the securities due to us at the Purchaser's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is our responsibility.
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8. INTELLECTUAL PROPERTY
8.1 Unless otherwise agreed, the rights to the results of our services (in particular any rights to inventions, copyright exploitation rights and other industrial property rights) shall accrue to us in relation to the Purchaser. Upon full payment of the agreed remuneration (or the respective partial amounts due), the Purchaser shall receive the non-exclusive, non-transferable, temporally and spatially unlimited right to use the results of the services (in compliance with any other conditions of our agreement with the Purchaser) for his own business purposes or the purposes specified in the offer and/or the order confirmation. The granting of further rights of use requires a separate agreement.
8.2 Unless otherwise agreed, the rights to the Purchaser's existing results shall remain with the Purchaser. We are entitled to use the Purchaser's existing results if and to the extent that this is necessary for the provision of the agreed services.
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9. WARRANTY & LIABILITY FOR BREACHES OF DUTY
9.1 The statutory provisions shall apply to the Buyer's rights in the event of defects in quality and title (including incorrect and short deliveries as well as improper assembly/installation or faulty instructions), unless otherwise stipulated below.
9.2 In all cases, the statutory provisions on the sale of consumer goods (Sections 474 et seq. German Civil Code [BGB]) and the Buyer's rights arising from separately issued guarantees, in particular by the manufacturer, shall remain unaffected. 9.3 The basis of our liability for defects is primarily the agreement made regarding the quality and the intended use of the goods (including accessories and instructions). Product descriptions or manufacturer's specifications shall only be deemed an agreement on quality in this sense if this has been contractually agreed or if such descriptions or specifications were publicly announced by us (in particular in catalogs) at the time of the conclusion of the contract.
9.4 If the quality has not been agreed, it shall be assessed according to the statutory provisions whether a defect exists or not (Section 434 (3) BGB). Public statements by the manufacturer or on its behalf, in particular in advertising or on the label of the goods, shall take precedence over statements by other third parties.
9.5 In the case of goods with digital elements or other digital content, we shall only be obliged to provide and, if applicable, update the digital content insofar as this expressly results from an agreement on quality pursuant to Section 9.3. We do not assume any liability for public statements by the manufacturer and other third parties in this respect.
9.6 The Buyer's warranty rights are conditional on the Buyer having duly complied with its obligations to examine and give notice of defects as required by Sections 377, 381 German Commercial Code (HGB). If the Buyer fails to properly examine and/or give notice of defects, our liability for the defect not reported or not reported in good time or not reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for installation, attachment or assembly, this shall also apply if the defect only became apparent after the corresponding processing as a result of the breach of one of these obligations; in this case, the Buyer shall in particular have no claims for reimbursement of corresponding costs ("removal and installation costs"). If the contractual relationship between us and the Buyer is a contract for work, Section 377 HGB shall apply mutatis mutandis.
9.7 If an acceptance or an initial sample inspection has been agreed with the Buyer, complaints about defects that the Buyer could have discovered during a careful acceptance or initial sample inspection are excluded.
9.8 If the delivered goods or the work produced are defective, we can initially choose whether to remedy the defect (rectification) or to deliver defect-free goods (replacement delivery). If the type of subsequent performance chosen by us is unreasonable for the Buyer in individual cases, the Buyer may refuse it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.
9.9 We are entitled to make the subsequent performance owed dependent on the Buyer paying the due purchase price. However, the Buyer is entitled to withhold a reasonable part of the purchase price in proportion to the defect.
9.10 The Buyer must grant us the time and opportunity required for the owed subsequent performance, in particular to hand over the complained goods for inspection purposes. In the event of a replacement delivery, the Buyer must return the defective goods to us upon request in accordance with the statutory provisions; however, the Buyer has no right of return. Subsequent performance does not include the removal, dismantling or deinstallation of the defective goods nor the installation, attachment or installation of defect-free goods if we were not originally obliged to perform these services. Claims of the Buyer for reimbursement of corresponding costs ("removal and installation costs") remain unaffected.
9.11 We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as any removal and installation costs, in accordance with the statutory provisions and these GTC, if a defect actually exists. Otherwise, we may demand reimbursement from the Buyer for the costs incurred from the unjustified request for rectification of defects if the Buyer knew or could have recognized that no defect actually existed.
9.12 In urgent cases, e.g. if operational safety is jeopardized or to prevent disproportionate damage, the Buyer has the right to remedy the defect himself and to demand reimbursement from us for the objectively necessary expenses. We must be notified immediately of such self-remedy, if possible in advance. The right to self-remedy does not exist if we would be entitled to refuse corresponding subsequent performance according to the statutory provisions.
9.13 If subsequent performance has failed or a reasonable deadline for subsequent performance to be set by the Buyer has expired unsuccessfully or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price according to the statutory provisions. However, there is no right of withdrawal for an insignificant defect.
9.14 Claims of the Buyer for reimbursement of expenses pursuant to Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c S. 2, 327 (5), 327u BGB). Claims of the Buyer for damages or reimbursement of futile expenses (Section 284 BGB) also exist in the event of defects in the goods only in accordance with the following Section 10 and are otherwise excluded. For the limitation periods, Section 11 of these GTC applies.
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10. EXCLUSIONS & LIMITATIONS OF LIABILITY
10.1 Subject to the provision of Section
10.2 we shall be liable for damages – for contractual, non-contractual or other claims for damages, regardless of the legal reason, in particular due to defects, delay and impossibility, culpa in contrahendo and tort – only in the case of intent and/or gross negligence, including intent and/or gross negligence of our representatives or vicarious agents. Furthermore, we shall also be liable for simple negligence, including simple negligence of our representatives and vicarious agents, for damages arising from the breach of a material contractual obligation, i.e., an obligation the fulfillment of which enables the proper execution of the contract in the first place and on the fulfillment of which the Buyer can regularly rely (cardinal obligation). Insofar as we are not accused of intentional breach of duty, liability for damages is limited to the foreseeable, typically occurring damage. 10.2 Claims for damages arising from injury to life, limb and health as well as claims of the Buyer under the Product Liability Act, the special statutory provisions for final delivery of goods to a consumer and other mandatory statutory liability regulations remain unaffected by the exclusions and limitations of liability regulated in Section 10.1. The aforementioned exclusions or limitations of liability also do not apply insofar as we have fraudulently concealed a defect or insofar as we are liable for assuming a guarantee or for assuming the procurement risk.
10.3 Sections 10.1 to 10.2 also apply if the Buyer demands compensation for futile expenses instead of a claim for damages instead of performance.
10.4 Insofar as liability for damages is excluded or limited with regard to us, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents, which are based on the same legal reason.
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11. STATUTE OF LIMITATIONS
11.1 Claims of the Buyer arising from defects in quality and title shall become time-barred within one (1) year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.
11.2 Mandatory limitation provisions remain unaffected. The facilitation of limitation specified in Section 11.1 does not apply to claims for injury to life, limb or health, to claims based on intent and/or gross negligence and to claims based on the assumption of a guarantee or the assumption of the procurement risk. The longer limitation periods according to Section 438 (1) No. 1 BGB (real rights of a third party), Sections 438 (1) No. 2, 634a (1) No. 2 BGB (buildings, building materials and building components as well as planning services for a building), Sections 438 (3) and 634a (3) BGB (fraud) also remain unaffected. If the last contract in the supply chain is a consumer goods purchase within the meaning of Section 474 BGB (i.e. for final delivery of the goods to a consumer), the limitation periods according to Section 445b BGB also remain unaffected.
11.3 The limitation periods for claims due to defects in quality and title resulting from Sections 11.1 and 11.2 apply mutatis mutandis to competing contractual and non-contractual claims for damages of the Buyer based on a defect in the contract goods. However, if in individual cases the application of the statutory limitation rules should lead to an earlier limitation of the competing claims, the statutory limitation period applies to the competing claims. The statutory limitation periods under the Product Liability Act remain unaffected in any case.
11.4 Insofar as the limitation of claims against us is shortened in accordance with Sections 11.1 to 11.3, this shortening applies mutatis mutandis to any claims of the Buyer against our legal representatives, employees, staff, agents as well as performing and vicarious agents, which are based on the same legal reason.
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12. RIGHT OF WITHDRAWAL & TERMINATION
12.1 Due to a breach of duty on our part that does not constitute a defect, the Buyer is only entitled to withdraw from the contract if we are responsible for the breach of duty.
12.2 If the contract is a contract for work or a contract for the supply of work for movable, non-fungible items, the Buyer's free right of termination (Sections 650, 648 BGB) is excluded.
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13. COMPLIANCE WITH LAWS & COMPLIANCE
13.1 The Buyer is obliged to comply with the legal provisions applicable to it in connection with the contractual relationship. This particularly applies to anti-corruption and anti-money laundering laws as well as antitrust, labor and environmental protection regulations.
13.2 The Buyer shall comply with the applicable export control and sanctions regulations and laws of the European Union (EU), the United States of America (US/USA) and other jurisdictions ("Export Control Regulations").
13.3 The Buyer shall inform us in advance and provide all information (including end-use) necessary for us to comply with the Export Control Regulations, in particular if our products, technology, software, services or other goods are ordered for use in connection with (i) a country or territory, a natural or legal person that is subject to restrictions or prohibitions under EU, US or other applicable export control and sanctions regulations, or (ii) the design, development, production or use of military or nuclear goods, chemical or biological weapons, missiles, space or aircraft applications and their carrier systems.
13.4 Our fulfillment of contractual obligations is subject to the condition that applicable export control regulations do not preclude it. In such a case, we are therefore particularly entitled to refuse or withhold performance of the contract without any liability to the Buyer.
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14. JURISDICTION; CHOICE OF LAW & PARTIAL INVALIDITY
14.1 If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Hückeswagen; however, we are also entitled to sue the Buyer at his domicile.
14.2 The law of the Federal Republic of Germany shall apply to the contractual relationship. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
14.3 Should a provision in these general terms and conditions of sale and delivery or a provision in the context of other agreements be or become invalid, the validity of all other provisions or agreements shall not be affected thereby.
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15 Special notes on AI-generated content and product images
15.1 Use of AI technology: We expressly inform our customers that the visual content used in our online shop (in particular product images, lifestyle shots and illustrations) has been created with the aid of artificial intelligence, specifically the AI generator "Banana Pro".
15.2 Symbolic nature of the images: The AI-generated images serve to illustrate and symbolize our products and offers. Despite the utmost care taken in their creation, these representations may deviate slightly from the actual nature of the physical goods (e.g. in terms of nuances in color, texture or proportions).
15.3 Copyright notice: All AI-generated images displayed in the shop are protected by copyright. Reproduction, editing or use of these images by third parties is not permitted without our express consent.
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Status: 05/2026