General Terms and Conditions

Teufelbeschlag GmbH

1. General

1.1 These terms apply to all of our deliveries and services to entrepreneurs, legal entities under public law and assets under public law as well as to consumers (hereinafter referred to as "Buyer"). An entrepreneur is every natural person or legal entity or partnership with a legal personality, who or which acts in exercise of his or its trade, business or profession when entering into a legal transaction; consumers are natural persons with whom we enter into a business relationship that cannot be attributed to their trade, business or profession. These terms are acknowledged as legally binding when an order is placed or our deliveries are accepted (including small partial deliveries).

1.2 Divergent agreements or the buyer's terms and conditions shall only be binding if we have confirmed them in writing. They do not affect the validity of the remaining terms and conditions.

2. Offer

2.1 Our offers are subject to confirmation. Even if we have submitted an offer, a contract only comes into effect when we have confirmed it in writing.

2.2 The buyer is obliged to check the seller's order confirmation immediately. Any discrepancies from the order must be reported immediately. Otherwise, the contents of the order shall comply with the contents of the seller's declaration of acceptance/order confirmation.

3. Prices

3.1 Prices are subject to change. They are quoted net. Statutory VAT must be added.

3.2 We are entitled to request part payments up to the value of the partial services we have provided.

3.3 In the event of an increase in prices between conclusion of the contract and delivery, we shall be entitled to charge the higher prices if delivery occurs more than 4 months after conclusion of the contract.

4. Delivery

4.1 Delivery deadlines are binding provided we receive timely deliveries from our own suppliers. Partial deliveries are permitted. In the event of our suppliers' failure to deliver or delayed delivery, for which we are not responsible, we have the right to withhold performance to our buyer. We are not obliged to procure the goods elsewhere in this case.

4.2 If delivery is overdue as a result of gross negligence on our part, the buyer can set a 4 week extension period by registered letter. If delivery is not carried out within this period, the buyer can withdraw from the contract.

4.3 Withdrawal from the contract for other reasons requires our approval, which we may make subject to the reimbursement of the expenses and outlays we have already incurred.

4.4 In cases of force majeure and strikes, we shall be released from obligations to fulfil certain delivery deadlines and deliveries.

5. Risk of loss - Transportation of goods

5.1 The buyer will bear transport risks, if transport is not carried out by us. Shipping is carried out to the best of our ability, without any liability on our part, provided we have not acted with gross negligence. We reserve the right to select the mode and route of transport.

5.2 Any discrepancies from the type or weight (shortage) of the goods indicated on the waybill or acknowledgement of receipt are to be immediately reported in writing by the buyer or the appointed consignee.

5.3 Our deliveries are ex works unless otherwise agreed. Packaging, fees, insurance etc. are not included (see sheet 1 of our price lists).

5.4 If delivery and assembly are delayed through the fault of the client or at his request, the goods are stored at the buyer's expense and risk. In this case notification of completion will be considered as the date of dispatch.

6. Terms of assembly

6.1 We undertake to assemble and commission the objects we have delivered against payment of an agreed fee.

6.2 Fees for our assembly service are calculated on the basis that
- the on-site preparatory work, necessary to ensure unhindered assembly, has been carried out
- the assembly area is freely accessible
- assembly can be carried out in one go without interruption during standard working hours. The provision of additional services shall be charged separately, provided this service was necessary or appropriate for the fulfilment of the order. Notice of the performance of such services shall be provided immediately in case it was not possible to obtain a supplementary order before they were performed.

6.3 The assembly site is handed over broom clean. Our prices do not include thorough cleaning.

7. Notice of defects

7.1 Notice of defects must be reported and specified to us in writing by no later than 10 days after receipt of the goods. Notice of defects can no longer be submitted after expiry of a three month period following delivery.

7.2 Latent defects are to be reported no later than 10 days after their detection; this must however be within the statutory warranty period. Goods sold as goods of inferior quality are not covered by the notice of defects clause.

7.3 No claims can be accepted once processing of delivered goods has begun.

7.4 Claims cannot be accepted for minor differences in the quality or nature of the goods, which are considered usual in trade or cannot be avoided for technical reasons. Orders with specified measurements and custom-made products cannot be returned or exchanged; our order confirmations must therefore be checked immediately and any errors are to be reported without delay. Subsequent complaints can only be considered if production has not yet begun with the specifications known to us.

7.5 In the event of the return of goods according to 7.4, all related costs shall be borne by the buyer. This also includes the cost of reprocessing and modification.

8. Warranty

8.1 In the event of a justified claim for defects, we shall take back the goods and either refund the paid purchase price or deliver non-defective goods, at our discretion.

8.2 In the event of failure to provide a replacement delivery or remedy, the buyer can demand rescission of the contract or a reduction in price. There may be no further claims against us, in particular no claims for damages on the grounds of indirect or direct damages, unless we are guilty of gross negligence.

8.3 We can refuse to remedy the defect if the buyer has not paid that portion of the purchase price which corresponds with the value of defective goods.

8.4 The buyer is obliged to grant us the time and the opportunity we judge necessary for the replacement delivery. Should the buyer refuse to do so, we shall no longer be held liable for the defect. The same shall apply if the buyer fails to make the defective goods available to us immediately, on request.
8.5 Our warranty obligation shall not apply if assembly, operating or maintenance instructions have not been observed, if modifications have been carried out or if replacement parts have been used which do not comply with our original specification.

8.6 With orders which include planning and assembly, possible movements of the structure (e.g. anticipated sagging of ceilings or beams, DIN 1045) are to be notified in writing when the order is placed.

8.7 We do not offer any warranty for breakage of glass.

8.8 Parts which we have not manufactured ourselves (door closers, fittings etc.) are subject to the manufacturer's warranty. The warranty period for new electrical and moving parts on items delivered by us is 6 months.

8.9 The warranty period begins upon delivery of the article of sale.

8.10 The German Construction Contract Procedures (VOB, part B) apply to construction services provided by us.

8.11 In the event of contracts with assembly work, acceptance is to be carried out immediately after completion of the work for the respective items or after each phase of construction.

8.12 A warranty bond can only be granted above a total order value of EUR 25,000 net. Retention can be redeemed against presentation of a directly enforceable bank guarantee.

9. Payment

9.1 Terms of payment:
The purchase price is payable within 30 days of the date of invoice, irrespective of receipt of goods and without prejudice to right to give notice of defects, unless otherwise agreed in writing. If payment is carried out within an agreed discount period, a 2% discount is granted. For orders involving assembly by us, the total value is payable strictly net, 10 days after receipt of invoice. Invoices for partial deliveries / part payments are payable in full within 10 days. Payment orders, cheques and bills of exchange are only accepted as payment by special agreement, and are not accepted in lieu of performance. All collection and discount fees will be borne by the buyer; renegotiation and prolongation are not considered as settlement. We are authorized to return the bill of exchange at any time before expiry without refunding the discount fees and assert a claim.

9.2 Default:
The buyer is in default after expiry of the last day of the agreed payment period. The buyer in default shall pay interest on the debt at 8 % above the basic rate of interest according to § 247 of the German Civil Code (BGB), unless the buyer can prove a lower interest penalty. We expressly reserve the right to assert claims for additional damages caused by default, which can be specifically demonstrated. We have the following rights in the event of default:
We can
a) withdraw from the contract and demand a return of the goods or compensation due to failure to perform.
b) take back goods not yet accepted
c) demand payment in advance or a security deposit for goods not yet accepted or delivered
d) make use of securities already provided
e) terminate all contracts not yet processed after setting an additional extension of at least 1 week or demand compensation for failure to perform.
f) claim other additional damages caused by default
A flat rate of 20% of the sales price will be invoiced as damages due to delayed payment or decrease in value after delivery of the goods, notwithstanding our right to prove that higher damages have been incurred. The buyer reserves the right to prove that no damage or decrease in value occurred or that this was considerably lower than the flat rate.

10. Credit-worthiness

If circumstances come to our attention which may, in our opinion, reduce the credit-worthiness of the buyer, we are entitled to demand immediate payment of all our receivables from the buyer, by stating these circumstances. This shall apply to deferred receivables and bills of exchange.

11.Retention of title and extended retention of title

11.1 Our deliveries shall only be performed under retention of title. Ownership shall only be transferred
to the buyer when he has fulfilled all his obligations relating to the goods we have delivered.
If acceptance bills, notes receivable and cheques are taken as payment, the invoice is only considered
as paid when they have actually been honoured.

11.2 The buyer is entitled to combine, mix, process and sell the supplied goods (reserved ownership)
within the scope of his normal business operations. Transfer of security and pledging are not,
however, considered proper normal business operations and are, therefore, prohibited to the buyer.

11.3 Combining, mixing or processing goods delivered by us, to which we still retain the title, is
always carried out on our order, without incurring any obligation on our part.

11.4 If the goods supplied by us are mixed or combined with other objects, the buyer shall assign
his ownership or co-ownership rights to the mixed or new object to us, at this point, and shall safeguard
it for us with the requisite care as far as is possible.

11.5 If the goods are sold or delivered directly to a third party by the buyer or us, or mixed, combined
or processed with other objects by the buyer on the premises of a third party, the buyer shall,
at this point, cede his claims for consideration from his contracting partner with all ancillary rights to
the extent of the invoice amount of the goods supplied by us, plus interest, costs and an additional
flat rate fee of 10% of the value of the goods, so that no particular acts of transfer are required
should the claim arise against the third party.

11.6 The buyer may not agree to a prohibition of assignment with his contracting partner; he must
impose an appropriate retention of title clause on him.

11.7 Should the value of the assignments and securities transferred to us exceed our claim by a
total of more than 20%, we undertake to release appropriate securities of our choice, at the buyer's

11.8 Our rights to retention of title also remain valid when our purchase price claims are included in
running accounts and the balance is drawn and acknowledged.

11.9 At our request, the buyer is obliged to notify us of the name of his contracting partner (customer),
to inform him of the assignment, and provide us with the information and documents necessary
to pursue our claims against his buyer. We are also entitled to inform our buyer's contracting
partner (customer) of the assignment.

11.10 In the event of seizure or any intervention by a third party, the buyer must notify us immediately
and provide us with the necessary documents.

11.11 In the event of infringement of articles 11.6 to 11.9 we retain the rights listed under article 10.

12. Liability

Claims against us for damages of any kind due to consulting errors, negligence when entering into
the contract, assembly errors, breach of contractual ancillary obligations, repair damage and unlawful
acts shall be excluded unless they are the result of wilful intent or gross negligence on the part
of our employees and agents.

13. Place of performance and court of jurisdiction

The place of performance for all obligations resulting from transactions concluded with us shall be
Munich. If claims are enforced through a collection procedure, the court of jurisdiction is agreed as
Munich. In the event that the buyer moves his residence or usual place of abode abroad after conclusion
of the contract, or that his residence or usual place of abode is unknown at the time of the
institution of legal proceedings, the court of jurisdiction shall be agreed as Munich.
All our deliveries are subject to the law of the Federal Republic of Germany.

14. Severability

Should individual clauses of these terms of sale, delivery and payment contradict mandatory, statutory
provisions, the validity of the remaining provisions remains unaffected.