I conclusion of contract
1. These General Terms and Conditions of Sale apply to all - including future - contracts, deliveries and other services for which we are the seller or contractor. By placing an order, our client agrees to the following terms of delivery and payment. If the order is only confirmed by our client on the basis of his own purchasing conditions, these are hereby contradicted. Our terms and conditions are deemed to have been accepted at the latest when our goods are accepted or when shipping authorization is granted.

2. Our employees, insofar as they are not organs of the company, authorized signatories or authorized persons, are not authorized to make binding declarations on our behalf.

3. Information such as for example dimensions, weights, illustrations, assembly sketches in product catalogs and other printed matter are only approximate, but determined as best as possible.

4. Written contractual conditions must also be in writing in order to be amended.

5. Orders and commissions from the customer only become binding after we have confirmed the order in writing. We can make the order confirmation effective within four weeks after receipt of the order or the order. The order confirmation can also take the form of an invoice or a delivery note.

II Oral ancillary agreements

Verbal ancillary agreements and any changes or additions to a contract require our express written confirmation to be effective.

III Prices and terms of payment
1. We are bound to the confirmed prices for 3 months from the conclusion of the contract. For deliveries after this point in time, we are entitled to increase the prices in accordance with the changed costs for wages, administration and material purchases since the last price determination. If the price difference is more than 10% of the confirmed price, the client is entitled to withdraw from the contract for the services not yet provided.

2. Section III.1. applies accordingly if our purchase prices increase due to exchange rate changes

3. The prices do not include value added tax at the rate prescribed by law on the day of invoicing.

4. Unless otherwise agreed, the invoice amount is due 30 days after invoicing without any discount.

5. After default has occurred, interest on arrears can be charged at the statutory rate. The assertion of further default damages remains reserved.

6. Payments may only be withheld or set off on the basis of counterclaims that have been legally established or are not disputed by us.

7. The purchaser does not acquire any right to this tool by paying a share of the costs for tools.

8. The client is not entitled to transfer claims from this contract to third parties.

9. Packaging will be charged and cannot be returned.

IV Nature and Quantities
1. The quality, in particular quality and material properties (for example plastics), is initially determined according to our applicable technical specifications; if such are not available, according to the DIN standards valid at the time of the conclusion of the contract. If there are no DIN standards, the corresponding European standards valid at the time of conclusion of the contract shall apply;

2. Unless otherwise agreed, we are obliged to make the delivery free of industrial property rights and copyrights of third parties only in the country of the place of delivery.

3. The quantities to be delivered are determined by weighing, provided the delivery products are bulk products or bulk goods. Minor excess or short deliveries caused by this are irrelevant, but full fulfillment still occurs. No rights arise from this for the customer.

4. In the case of custom-made products, we reserve the right to deliver up to 10% more or less than the quantity ordered.

5. Bendler products are components that our customers install in electrical devices such as lights.

V Right of withdrawal in the event of impossibility
1. We are entitled to withdraw from the contract if, despite timely cover transactions, we are not supplied or not supplied correctly or on time and other cover purchases are unreasonable or have failed, or if we or our sub-suppliers are unable to deliver on time for reasons that conclusion of the contract or were not known to us and which are not in our sphere of influence, such as e.g. e.g. strikes, lockouts, operational disruptions through no fault of our own, including at our suppliers (e.g. tool breakage), supply blockages, plant shutdowns, refusal of import or export licences, other government interventions and other circumstances that are to be regarded as force majeure. We therefore do not assume the procurement risk.

2. We undertake to inform the customer immediately about the non-availability and to reimburse the customer's consideration without delay.

VI Right of withdrawal, etc. in the event of late payment and deterioration in assets
1. We are entitled to withdraw from the contract or, at our discretion, only deliver against advance payment if the customer is in default with the fulfillment of our existing payment obligations to us, or adverse changes occur in the customer's circumstances during the contract period, which in each case affect the Fulfillment of the customer's obligations from the transaction in the way a prudent businessman would do is no longer to be expected.

2. In the event of a delay in payment, all of our other claims will become due immediately. In these cases, we are also entitled to demand cash payment in advance for further (partial) deliveries.

VII Delivery period, assumption of risk and disposal of packaging
1. If no fixed transaction has been agreed, but a delivery period is specified in our offer or our order confirmation, this may be exceeded by 1 week. A reasonable period of grace must be set before exercising rights to compensation for damages due to non-performance. The delivery period is extended by the period in which delivery obstacles exist for the reasons stated in Section V. If such an obstacle persists for longer than 3 months, we are entitled to withdraw from the contract without any liability for damages arising as a result. The customer is free to exercise the rights to which he is entitled.

2. The risk passes to the customer at the latest when the goods are dispatched, even if partial deliveries are made or we have other services, for example have taken over the shipping costs or delivery. At the written request of the customer, we will insure the consignment against theft, breakage, transport, fire and water damage and other insurable risks at his expense.

3. If shipping is delayed due to circumstances for which the customer is responsible, the risk and storage costs are transferred to the customer from the day the goods are ready for shipment; however, we are obliged, at the request and expense of the customer, to take out the insurance that the customer requests. If the delivery is delayed by more than 4 weeks for reasons for which the customer is responsible, we are entitled to withdraw from the contract and to assert statutory claims.

4. Delivered goods are to be accepted by the customer without prejudice to the rights under Section VIII, even if they have minor defects.

5. Partial deliveries are permitted.

6. Unless otherwise agreed, the goods are shipped ex works.

7. The client undertakes to recycle the packaging on his own responsibility and at his own expense in accordance with Section 5, Paragraph 3 and Section 6 of the Closed Substance Cycle Waste Management Act (Krw-/AbfG).

VIII Notification of defects, claims due to a defect and damages due to breach of duty
1. The customer must inspect the goods immediately upon receipt and if a defect is found, notify us immediately in writing. Otherwise, the goods shall be deemed to have been approved if there is a defect that was recognizable during a proper inspection. The same applies if the client does not carry out an agreed acceptance, or does not carry it out on time or incompletely. If a defect appears later, this must be reported immediately after discovery. A later notification of defects is excluded.

2. If there is a defect and a complaint has been made in good time, we are entitled, at our discretion, to carry out supplementary performance in the form of remedying the defect or delivering a defect-free item within a reasonable period of time. If the supplementary performance fails or if it is unreasonable for the client, the latter is entitled to withdraw from the contract or to demand a reduction in payment (reduction). In the event of only a minor breach of contract, in particular in the case of only minor defects, the customer is not entitled to withdraw from the contract. We can refuse supplementary performance if it involves disproportionate costs. Otherwise, the statutory regulations on subsequent performance shall apply.

3. Unless otherwise specified in Sections VIII.2, VIII.5 and VIII.6, claims by the client for material defects or defects in title – for whatever legal reason – are excluded. In this respect, we are not liable for damage that has not occurred to the delivery item itself. In particular, we are not liable for lost profits or other financial losses on the part of the customer.

4. Unless otherwise specified in Sections VIII.5 and VIII.6, claims by the customer for breach of an obligation arising from the contractual relationship are excluded.

5. The above exemptions from liability (Sections VIII.3 and VIII.4) do not apply if we are legally liable, for example (1) under the Product Liability Act, (2) due to injury to life, limb or health resulting from a negligent or intentional breach of duty by us or one of our legal representatives or one of our vicarious agents, (3) insofar as the cause of the damage is based on intent or gross negligence on our part or one of our legal representatives or one of our vicarious agents, (4) if the customer has rights due to a defect from a guarantee for the quality or the specific duration of a quality, (5) we negligently breach an essential contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the contractual partner may regularly rely (cardinal obligation), infringe, (6) recourse claims in de r supply chain (according to § 445a BGB) are affected.

6. Insofar as we negligently violate a cardinal obligation, our obligation to pay compensation is limited to the contractually typical, foreseeable damage, unless there is intent or gross negligence or we are liable for injury to life, limb or health.

7. If we have performed a partial service, the client can only withdraw from the entire contract if he is no longer interested in the partial service. In the case of successive delivery contracts, the rights of the customer are limited to the respective partial delivery.
8. In the event of a defect being remedied or a replacement delivery (subsequent performance), Section VII. Nos. 1 and 2 shall apply accordingly.

9. We can refuse to remedy defects as long as the customer has not paid for the unobjectionable part of the delivery.

10. There are no claims against us for damage for which the client is responsible. In particular, the customer is responsible for damage caused by the following reasons: - faulty assembly or commissioning by the customer or third parties, - chemical attacks and light irradiation (UV light) on plastic and metal parts,

      - incorrect ordering data and standards in relation to the intended use,
      - Exceeding specified rated values
                     (for example voltage, current, operating temperature, ignition voltage),
      - natural wear and tear,
      - incorrect or negligent handling, unsuitable equipment or replacement materials,
chemical, electrochemical or electrical influences, unless they affect ours
are attributable to fault.

11. All claims directed against us due to a material defect or defect in title become statute-barred 12 months after the start of the statutory warranty, unless the Product Liability Act or other laws, in particular § 438 Paragraph 1 No. 2 BGB (buildings and items for buildings), § 445b BGB (rights of recourse in the supply chain) or § 634a paragraph 1 no. 2 BGB (construction defects) prescribe longer periods. The statute of limitations for claims for liability for damage resulting from injury to life, limb or health that is based on a negligent or intentional breach of duty by us or one of our legal representatives or vicarious agents and for other damage that is based on an intentional or grossly negligent breach of duty Breach of duty by us or one of our legal representatives or vicarious agents is based on the statutory provisions.

IX Retention of Title
1. We reserve ownership of all goods delivered by us until the customer has paid all claims, including future claims, arising from the business relationship. This also applies if some of our claims are included in a current account and the balance has been drawn; the retention of title then relates to the respective balance claims. The submission of bills of exchange and checks does not count as payment as long as the paper has not been redeemed.

2. Subject to Section IX.3. entitled to resell the reserved goods in the ordinary course of business. If the purchase price is deferred to the buyers, the customer must reserve ownership under the same conditions as above. The customer hereby assigns the purchase price claims to which he is entitled from the resale to the seller. In the case of resale together with goods from third parties, this assignment only applies to the amount of the value of the reserved goods at the time of resale. The assignment is provisionally silent; however, the seller has the right to collect the claims himself as soon as the customer does not properly meet his payment obligation. At the request of the seller, the customer must inform the buyer of the assignment and provide the seller with all necessary and useful information for the assertion of the assigned claims.

3. The customer is only entitled to resell the reserved goods if it is ensured that the claim from the sale contract is transferred to the seller. Therefore, the resale may not take place within the framework of a current account relationship, nor may the assignability of the claims from the resale be excluded with the customer.

4. If the value of the securities existing for us exceeds our claims by a total of more than 20%, we are obliged to release securities of our choice at the customer's request; however, only fully paid deliveries need to be released from the reserved goods.

5. The customer is obliged to insure the reserved goods appropriately against all usual risks, in particular fire, burglary and water hazards, and to treat and store them with care. Insurance claims arising in the event of damage are to be assigned to the seller.

6. In the event of seizure and confiscation of the goods and/or the assigned claim by third parties, the seller must be informed immediately in writing and a copy of the seizure report must be sent.

X pattern
The customer bears sole responsibility and is liable for ensuring that the samples provided by him do not infringe the rights of third parties. We do not carry out any verification in this regard.

XI Provision of Services
In the event that we only provide services, the service law of the German Civil Code applies with the proviso that these General Terms and Conditions of Sale apply accordingly.

XII Final Provisions
1. This contract is exclusively subject to German substantive law, excluding the rules of the Vienna UN Convention on the International Sale of Goods dated April 11, 1980 (CISG). The place of performance for the obligations arising from this contract is Arnsberg.

2. The courts of Arnsberg are locally and internationally responsible for all disputes arising from this contract,

a) if the other party is a merchant, a legal entity under public law or a special fund under public law,
b) if the other party has no general place of jurisdiction (residence, registered office or habitual abode within the Federal Republic of Germany or
c) after the conclusion of the contract, he moves his domicile or usual place of residence outside the territory of the Federal Republic of Germany or his domicile or usual place of residence is not known at the time the action is filed.

3. The statutory provisions apply to the dunning procedure.

4. Should a provision of these conditions and the other agreements made be or become invalid, the validity of the rest of the contract shall not be affected. The contractual partners are obliged to replace the invalid provision with a provision that comes as close as possible to the economic success.

D.W. Bendler Leuchtenzubehör GmbH & Co.