Terms of delivery and payment

The following terms and conditions apply to contractual relationships with merchants within the scope of their business operations and with legal entities under public law, including special funds under public law.

§ 1 Validity of the conditions
Our deliveries, services and offers are exclusively based on these terms and conditions (hereinafter also referred
to as "GTC"). These are therefore also valid for all future business relations in the version valid at the time of the
order from the contractual partner, or in any case in the version last communicated to the contractual partner in
text form as a framework agreement, without us having to refer to them again in each individual case.
At the latest with the receipt of the goods or services, these General Terms and Conditions shall be deemed
accepted. The validity of business conditions of the contractual partner is contradicted. This shall also apply if
the contractual partner refers to its terms and conditions of business or purchase by means of counter-
confirmations or in any other way.
Individual agreements made with the contractual partner in individual cases (including subsidiary agreements,
supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the
contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
These terms and conditions replace all previous terms and conditions.

§ 2 Offer and conclusion of contract
Our offers are subject to change and non-binding.
This shall also apply if we have provided the contractual partner with drawings, illustrations, dimensions,
weights or other performance descriptions or documents – also in electronic form – for which we reserve
ownership and copyrights.
The orders from the buyer are considered to be binding contract offers.

§ 3 Prices
Prices are subject to change. All orders are only accepted on the basis of the prices valid at the time of the order.
Our prices are exclusive of value added tax EXW (INCOTERMS 2020) ex works of the seller.
In the case of successive delivery contracts and all orders on call, we shall charge the prices valid on the day of
delivery. The same applies to all other orders, provided that delivery is made later than four months after the
order has been placed.

§ 4 Shipping and transfer of risk
Delivery is ex warehouse, which is also the place of performance for the delivery and any subsequent
performance. At the request and expense of the contractual partner, the goods will be sent to another
destination (sale to destination).
Unless a special mode of shipment has been agreed upon, the mode of shipment shall be selected at our
discretion without obligation for the most favorable shipment rate. Freight costs shall be reimbursed to us.
The risk of accidental loss and accidental deterioration of the goods shall pass to the contractual partner at the
latest upon delivery. In the case of sale by delivery to a place other than the place of performance, the risk of
accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass upon delivery of
the goods to the forwarding agent, the carrier or any other person designated to carry out the shipment. If
acceptance has been agreed, this is decisive for the transfer of risk. The statutory provisions of the law on
contracts for work and services also apply accordingly to an agreed acceptance.
If the contractual partner is in default of acceptance, this shall be deemed equivalent to handover or
acceptance.

§ 5 Excess and short deliveries, partial deliveries
Excess or short deliveries of up to 10 % and usual minor dimensional tolerances are permissible and do not
constitute a defect in the delivery.
Partial deliveries are permitted, provided they are reasonable for the contractual partner and will be invoiced
separately.

§ 6 Order on call
In the case of orders on call or similar, our contractual partner is obliged to accept the ordered goods within a
reasonable period of time, at the latest within 6 months from the date of order, unless otherwise agreed in individual
cases.

§7 Payment
Unless otherwise agreed, our invoices are payable within 10 days of the invoice date and delivery or acceptance
of the goods without deduction.
We are entitled to offset payments of the contractual partner against its older debts first and will inform the
contractual partner about the type of offsetting that has taken place. If costs and interest have already been
incurred, we shall be entitled to set off the payment first against the costs, then against the interest and finally
against the principal claim.
The receipt of the payment by us is decisive for the payment. Upon expiry of the above payment period, the
contractual partner shall be in default. During the period of default, the purchase price shall be subject to
interest at the statutory interest rate applicable at that time. We reserve the right to assert further damages
caused by delay. Our entitlement to the commercial interest on maturity (§ 353 HGB) remains unaffected vis-à-
vis merchants.
If, after the conclusion of the contract, we become aware of circumstances which are likely to substantially
reduce the creditworthiness of the contractual partner and as a result of which the payment of outstanding
claims by our contractual partner is jeopardized, we shall be entitled to make or provide outstanding deliveries
or services only against advance payment or provision of security.
The contractual partner shall only be entitled to offset and retention if the counterclaims have been legally
established or are undisputed. In the event of defects in the delivery, the counter-rights of our contractual
partner, in particular in accordance with § 9 of these General Terms and Conditions, shall remain unaffected.

§ 8 Delivery and acceptance obligations
The delivery period is agreed individually or is specified by us when the order is accepted. The delivery dates for
EXW deliveries refer to the provision in our factory. If shipment has been agreed, delivery periods and delivery
dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the
transport.
Our delivery times are given to the best of our knowledge and are always approximate, unless a fixed deadline
or date has been expressly agreed.
We shall not be responsible for delays in delivery and performance due to force majeure and due to events
which make delivery difficult or impossible for us – these include in particular strikes, lock-outs, official orders,
etc., even if they occur at our suppliers or their sub-suppliers – even if binding deadlines and dates have been
agreed. They entitle us to postpone the delivery or service by the duration of the hindrance plus a reasonable
start-up time or to withdraw from the contract in whole or in part due to the unfulfilled service. If the non-
availability of the service lasts longer than three months, the contractual partner is entitled to withdraw from
the contract with regard to the not yet fulfilled service after setting an appropriate grace period. If the delivery
time is extended or if we are released from our obligation, the contractual partner may not derive any claims for
damages from this.
The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any
case, a reminder from the contractual partner is required. If we are in default of delivery, our contractual
partner may demand lump-sum compensation for its damage caused by the delay. The lump-sum compensation
shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total
no more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that our
contractual partner has not incurred any damage at all or only a considerably lower damage than the above
lump sum.
If the contractual partner is in default of acceptance, if it fails to cooperate or if our delivery is delayed for other
reasons for which our contractual partner is responsible, we are entitled to demand compensation for the
expenses incurred by us.

§ 9 Warranty
With regard to the contractual partner's obligations to examine and give notice of defects, the provision of § 377
HGB (German Commercial Code) shall always apply to our deliveries.
We shall not be liable if the products are modified, parts are replaced or consumables are used which do not
comply with the original specifications or if our products are used for purposes other than those for which they
are intended. Any use which contradicts our technical specifications of our online product information service
(please refer to the product information at www.akustik-plus.com, menu item "Products") shall be deemed to
be improper in any case.
At our request, the contractual partner shall make the rejected goods available to us for the purpose of
inspection.
In case of a justified notice of defect, we are obliged to supplementary performance in the form of rectification
of the delivered goods or, at our discretion, replacement delivery. Our right to refuse subsequent performance
in accordance with the statutory requirements remains unaffected.
Subsequent performance does not include the removal of the defective item or the reinstallation if we were not
originally obliged to install it.

The expenses necessary for the purpose of inspection and subsequent performance, in particular transport,
travel, labor and material costs (not: dismantling and installation costs) shall be borne by us if a defect actually
exists. However, if the purchased goods are taken to a place other than the agreed place of delivery, our
contractual partner may not demand compensation for the associated expenses in the course of subsequent
performance. If a demand for rectification of defects by the contractual partner subsequently proves to be
unjustified, we shall be entitled to demand reimbursement of the costs incurred by us from the contractual
partner.
Construction-related crosspieces and/or fastening areas can lead to color deviations of the decorative surface.
This is due to production and material (especially in the case of real wood veneers, e.g. oak) and does not
constitute a defect.
If the supplementary performance fails or if a reasonable period to be set by our contractual partner for the
supplementary performance has expired unsuccessfully or is dispensable according to the legal requirements,
our contractual partner may, at his discretion, reduce the purchase price or withdraw from the purchase
contract. In the case of an insignificant defect, however, there is no right of withdrawal.
Liability for normal wear and tear is excluded.
Only the direct contractual partner is entitled to warranty claims against us and these are not transferable to
third parties.
Claims of the contractual partner for damages or compensation for futile expenditure shall only exist in
accordance with § 10, even in the case of defects, and shall otherwise be excluded.

§ 10 Limitation of liability
Unless otherwise provided for in these General Terms and Conditions, we shall be liable in accordance with
statutory provisions in the event of a breach of contractual and non-contractual obligations.
We shall be liable for damages – regardless of the legal grounds – within the scope of liability for culpability in
the case of intent and gross negligence. In the event of simple negligence we shall only be liable
for damages resulting from injury to life, body or health,
for damages resulting from the breach of an essential contractual obligation (obligation whose fulfillment is
essential for the proper execution of the contract and on whose compliance the contractual partner regularly
relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable,
typically occurring damage.
The limitations of liability resulting from § 10 para. 2 of these General Terms and Conditions shall also apply to
breaches of duty by or in favor of persons whose fault we are responsible for according to the statutory
provisions.
The limitations of liability resulting from § 10 para. 2 of these General Terms and Conditions shall not apply if we
have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods and for claims
under the Product Liability Act.

§ 11 Limitation period
Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects
and defects of title is one year from delivery. Insofar as acceptance has been agreed, the limitation period shall
commence upon acceptance.
If, however, the goods are a building or an object that has been used for a building in accordance with its usual
purpose and has caused its defectiveness (building material), the limitation period shall be five (5) years from
delivery in accordance with the statutory provisions (§ 438 para. 1 no. 2 BGB). Other statutory special
regulations on the statute of limitations (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall also
remain unaffected.
The aforementioned limitation periods of the law on the sale of goods shall also apply to contractual and non-
contractual claims for damages of our contractual partner which are based on a defect of the goods, unless the
application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period
in individual cases. Claims for damages of our contractual partner according to [please insert] as well as
according to the Product Liability Act shall, however, become statute-barred exclusively according to the
statutory periods of limitation.

§ 12 Retention of title, securities
We shall retain title to the goods sold until all our claims (including all balance claims from current account) to
which we are entitled against the contractual partner now or in the future for any legal reason have been
settled. The goods subject to retention of title (hereinafter also referred to as "reserved goods") may not be
pledged to third parties or transferred by way of security before full payment of the secured claims. Our
contractual partner must inform us immediately in writing if an application for the opening of insolvency
proceedings is filed or if third parties have access (e.g. seizure) to the goods in our ownership.

In the event of conduct in breach of contract on the part of our contractual partner, in particular non-payment
of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory
provisions and/or to demand the return of the goods on the basis of the reservation of title. The demand for
return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only
the return of the goods and to reserve the right of withdrawal. If our contractual partner does not pay the due
purchase price, we may only assert these rights if we have previously set a reasonable deadline for payment
without success or if such setting of a deadline is dispensable according to the statutory provisions.
Our contract partner is entitled until revocation to process and sell the reserved goods in the ordinary course of
business. Our contractual partner hereby assigns to us in full the claims arising from the resale of the reserved
goods or products by way of security. We accept the assignment.
The retention of title extends to the full value of the products resulting from the processing, mixing or
combination of our goods, whereby we are considered the manufacturer. If, in the event of processing, mixing
or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in the
ratio of the invoice values of the processed, mixed or combined goods. Otherwise, the same applies to the
resulting product as to the goods delivered under reservation of title.
Our contractual partner remains authorized to collect the claim in addition to us. We undertake not to collect
the claim as long as our contractual partner meets its payment obligations to us, there is no defect in its ability
to pay and we do not assert the reservation of title by exercising a right in accordance with § 12 Para. 2
In the event of access by third parties to the reserved goods, our contract partner shall point out our ownership
and inform us immediately.
At our request, our contractual partner shall be obliged to provide us with an exact list of the claims transferred
to us in accordance with this provision, including the names and addresses of the customers, and to provide us
with all information necessary for the assertion of the assigned claims.
All costs arising from the repossession of the delivery item shall be borne by the contractual partner. We are
entitled to freely dispose of the returned delivery item.
If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our
choice at the request of the contractual partner.

§ 13 Design modifications
We reserve the right to make design modifications at any time. However, we are not obliged to make such
modifications to products already delivered.

§ 14 Confidentiality, no reverse engineering
Unless expressly agreed otherwise, the information submitted to us in connection with orders shall not be
considered confidential.
On cost estimates, drawings. We reserve our ownership of and other rights to documents and other confidential
information that we provide to our contractual partner. Confidential information is information that is marked
as confidential or whose treatment as confidential can be expected from an objective point of view.
Confidential information may not be used for purposes other than those specified by us or made available to
third parties and must be returned to us upon request after termination of the contractual relationship.
Our contractual partner may not obtain trade secrets and/or confidential information from us by observing,
examining, dismantling or testing the deliveries, goods or objects, unless we have expressly agreed to this
beforehand.

§ 15 Third-party rights
We shall only be liable for the rights of third parties (industrial property rights, patents, copyrights, trademarks,
etc.) if the property right exists under the law of the country in which our contractual partner has its billing
address. Liability for freedom from the rights of third parties under the laws of other states shall only be
assumed if this has been expressly agreed.
The liability according to paragraph 1 shall not apply if the delivery items are manufactured according to
drawings, drafts, models or other equivalent descriptions or information provided by the contractual partner. In
this case, the contractual partner shall indemnify and hold us harmless from all claims of third parties arising
from an alleged or actual infringement of rights.
Our contractual partner is obliged to inform us immediately in writing of any claims asserted or alleged by a
third party. Without our consent, our contractual partner is not entitled to acknowledge an infringement, and it
will reserve the right to all defensive measures and settlement negotiations for us. If our contractual partner
ceases to use the products, the partner is obliged to point out to the third party that the cessation of use does
not imply any acknowledgment of an infringement of property rights. Our contractual partner will provide us
with all necessary information and other appropriate support.
Otherwise, §§ 9 and 10 of these terms of delivery and payment shall apply. The contractual partner shall be
obliged to give notice of any rights of third parties in analogous application of the provisions of § 9 para. 1
sentence 3.

§ 16 Return of goods
In the event that the goods are taken back by mutual agreement or returned in the event of insolvency, we will credit
the current value, taking into account the condition of the goods, provided that they can be used for other purposes. A
return of goods is only possible with our express consent.

§ 17 Applicable law, place of performance, jurisdiction, partial invalidity
These General Terms and Conditions and the entire legal relationship between us and the contractual partner
shall be governed by German law to the exclusion of international uniform law, in particular the UN Sales
Convention.
The place of performance for all mutual obligations is the location of our supplying plant.
Insofar as the contractual partner is a merchant within the meaning of the German Commercial Code, a legal
entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes
arising directly or indirectly from the contractual relationship is the court that is responsible for the
headquarters of akustik plus Behringen GmbH & Co KG.
Should a provision in these terms and conditions or a provision within the framework of other agreements be or
become invalid, the validity of all other provisions or agreements shall not be affected