General Terms and Conditions of Business and Delivery for Spare Parts (GTC)

§ 1 Scope of application
1.1 These GTC apply to all business transactions between Yanmar Compact Germany GmbH (hereinafter:
“Seller”) and its customers (hereinafter: “Buyer”) if they are entrepreneurs (§ 14 German Civil Code (BGB)), a
legal entity under public law or a special fund under public law. They also apply to all online business
transactions between the Buyer and the Seller in e-commerce via the Seller's online store. Unless otherwise
agreed in writing, they shall apply even if they are not mentioned in subsequent contracts.
1.2 These GTC apply exclusively to all present and future supply contracts for spare parts (hereinafter:
“Goods”). Conflicting, additional or deviating terms and conditions of the Buyer shall not become part of the
contract unless the Seller has expressly agreed to their validity in writing. Written notifications can be sent by
e-mail and in other text formats. Personal or electronic signatures are not required to comply with the written
form requirement under these GTC.
1.3 Individual agreements made in individual cases shall in any case take precedence over these GTC. Verbal
declarations prior to or upon conclusion of the contract shall only be binding if they are confirmed in writing.
Rights to which the Seller is entitled under the applicable mandatory statutory provisions over and above these
GTC shall remain unaffected.
1.4 The contract language is English. If the contracting parties also use another language, the English version
of these GTC shall take precedence.

§ 2 Offer and conclusion of contract
2.1 Offers made by the Seller are subject to change and non-binding, unless they are expressly designated in
writing as a binding offer. They only represent an invitation to the Buyer to submit a corresponding offer to the
Seller by placing an order.
2.2 All information in catalogs and brochures, their presentation on the website and in the Seller's online store,
in e-commerce and in other advertising media are only intended to provide an overview of the goods. They
are not part of the contract unless the order expressly refers to them in writing.
2.3 Orders placed by the Buyer contain binding offers. The Seller may accept orders within 14 calendar days
of receipt, unless a specific acceptance period is expressly stipulated. Orders shall be accepted by means of
a separate order confirmation from the Seller or the unconditional delivery of the ordered goods. If the contract
is concluded without an order confirmation, the content of the contract shall be determined by the information
on the delivery bill.
2.4 Every order must be placed via the Seller's e-commerce portal “YParts”, taking into account the separate
“YParts” terms of use. These conditions specifically prohibit any attempt to obtain materials, documents or
information by any means not provided by “YParts” or to assist another person's attempt, including the use of
“deep-links”, “page-scrape”, “robots” or other automatic devices, programs, algorithms or methods or similar
or equivalent manual procedures. For the use of the e-commerce portal “YParts”, the Seller may charge an
annual net fee of euro 500.
2.5 For the first order via the “YParts” e-commerce portal, the Buyer must register using the process provided
for this purpose and will then receive a user password, which he may not disclose to unauthorized third parties.
Furthermore, he must confirm the validity of these GTC by clicking the confirmation button which appears on
first login.
2.6 If the Buyer orders via the e-commerce portal “YParts”, the Seller will confirm receipt of the order
electronically. This confirmation of receipt only serves as information about the receipt of the order and does
not constitute acceptance of the contract.
2.7 If the Buyer has objections to the content of the order confirmation or the goods sent, he must object to
this immediately in writing. Otherwise, the contract shall be concluded in accordance with the terms and content
of the order confirmation and delivery.
2.8 Insofar as the Seller provides technical information on the goods or their use or otherwise acts in an
advisory capacity in the course of the commissioning or execution of the order, this is not part of the contractual
scope of services. This is non-binding and voluntary for the purpose of sales promotion and customer care.
2.9 Conclusion and fulfillment of the contract are subject to the proviso that there are no impediments due to
German, US or other applicable EU regulations of foreign trade law or embargoes or sanctions. The Buyer is
responsible for compliance with export control regulations.
2.10 The Seller is entitled to withdraw from the contract if the Buyer provides incorrect information about its
creditworthiness, the Buyer has suspended payments or insolvency proceedings have been applied for against
its assets and the Buyer fails to make the payments owed within two weeks of being requested to do so again.
2.11 Cancellation of orders placed by the Buyer is generally not permitted. In justified individual cases, the
Seller may accept the cancellation of orders for standard catalog goods. In such cases, the Seller reserves the
right to charge 15% of the agreed net sales price, but at least EUR 100 net.

§ 3 Description of goods, changes
3.1 Information about the goods sold by the Seller (e.g. about weights, dimensions, performance, load capacity,
tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations), in
particular in brochures, catalogs, advertising material and other documents as well as on the seller's website
and in the e-commerce portal “YParts” are only approximate, unless the quality and usability of the goods for
a specific purpose is expressly agreed in writing.
3.2 Safety data sheets, technical data sheets and other manufacturer data sheets serve only to describe the
goods. Their contents and information shall not be deemed to be an assurance of a specific property or
guarantee. An assurance or guarantee shall only be assumed if the Seller expressly declares this in writing.
3.3 Insignificant changes to the quality of the goods and their manufacture shall be conceded by the Buyer.
This applies in particular to dimensional, weight or color deviations, raw material and auxiliary material
tolerances specified by the Seller, as well as production-related production changes and unavoidable
production-related deviations. These shall not constitute grounds for complaint insofar as the usability of the
goods for the contractually agreed purpose is not significantly impaired.
3.4 The Seller is entitled to manufacture and deliver the goods in accordance with the latest state of
development, provided that the usability for the contractually agreed purpose is not significantly impaired.
Corresponding deviations due to changes in legal or technical regulations are also permissible.

§ 4 Prices, price adjustment, payment security
4.1 Unless otherwise agreed in writing, the prices stated in the Seller's order confirmation shall apply in euros.
In the absence of an order confirmation, the prices listed in the e-commerce portal “YParts” on the day of
acceptance by delivery shall apply. The prices apply ex works of the Seller and only for the scope of services
and delivery listed in the order confirmation. In particular, costs for packaging, freight, insurance, customs,
public charges and VAT are not included, unless otherwise agreed in writing.
4.2 The statutory value added tax shall be shown separately on the invoice at the rate applicable on the date
of invoicing.
4.3 For tax reasons, buyers within the EU are obliged to complete a confirmation of receipt and send it to the
Seller. If this confirmation is not sent to the Seller by the Buyer in due time for a delivery, the Seller shall be
entitled to subsequently charge the tax due on this delivery.
4.4 If, between conclusion of the contract and delivery of the goods, cost increases occur which cannot be
justified by the Seller and were unforeseeable at the time of conclusion of the contract, in particular due to
changes in procurement, material and/or raw material prices, and which result in the Seller only being able to
purchase the goods from its suppliers under worse economic conditions than were foreseeable at the time of
conclusion of the contract with the Buyer, the Seller shall be entitled to adjust the price agreed with the Buyer
within the scope of the changed circumstances and without charging an additional profit if the goods are not
to be delivered until more than four months after conclusion of the contract. If the increase in the purchase
price agreed with the Buyer for standard catalog goods is more than 15%, the Buyer may withdraw from the
contract within 2 weeks of notification of a corresponding purchase price increase. The Buyer shall not be
entitled to a corresponding right of withdrawal for goods manufactured or procured on a customer-specific
basis.
4.5 The Seller shall be entitled to execute or render outstanding deliveries or services only against advance
payment or provision of security if, after conclusion of the contract, he becomes aware of circumstances which
are likely to significantly reduce the creditworthiness of the Buyer and which jeopardize the payment of
outstanding claims. This applies in particular if the Buyer refuses or fails to pay outstanding claims of the Seller
against which the Buyer has no undisputed or legally established objections. If the Buyer does not comply with
the Seller's request within a period of two weeks after being requested to do so or if the payment debt is not
settled, the Seller is entitled to withdraw from the contract. In the event of withdrawal, the Seller is entitled to
demand a lump-sum compensation of 15% of the net order amount as compensation. This shall not affect the

Seller's right to assert further claims for damages or rights under § 321 BGB. The Buyer shall be entitled to
prove that the Seller has not incurred any damage or that the damage incurred is lower.
4.6 In the case of new business relationships, the Seller reserves the right to demand advance payment of the
order amount from the Buyer for the first 6 months and/or the first order. In addition, the Seller reserves the
right to demand an advance payment of up to 25% for orders with a net order value of more than euro 10,000
from the date of acceptance of the order. 

§ 5 Terms of payment
5.1 Unless otherwise agreed in writing, all invoices of the Seller shall be paid immediately without any
deductions, free of postage and charges, to the Seller's account shown on the invoice within 30 calendar days
of receipt of the invoice.
5.2 Ongoing warranty claims by the Buyer shall not entitle him to delay payment. Clause 11.2 shall apply
accordingly.
5.3 If the Buyer defaults on a due payment, the Seller shall be entitled to charge interest from the due date on
each invoice at a rate of 9 percentage points above the respective base interest rate plus a lump sum for
default of euro 40.00, reasonable collection costs and legal fees and to demand immediate payment of all
outstanding invoice amounts. The assertion of higher damages caused by default remains reserved.
5.4 The Seller is entitled to offset payments made by the Buyer against the Buyer's oldest debt first. If costs
and interest have been incurred, the Seller shall be entitled to offset the payment against the costs, then
against the interest and finally against the principal claim.
5.5 If the Buyer does not accept purchased goods after expiry of a grace period set by the Seller with the
declaration of readiness for dispatch (default of acceptance), the claim for payment shall become due on the
date of the Seller's declaration of readiness for dispatch. At the same time, the Seller may demand a lump sum
for storage costs from the date of default of acceptance. This shall amount to 0.5% of the net order value per
week or part thereof of the delay in acceptance and shall be limited to 5% of the net order value. The parties
are at liberty to prove that no, lower or higher storage costs and other damages have been incurred.

§ 6 Offsetting, retention, assignment

6.1 Counterclaims of the Buyer shall only entitle him to offset and to assert a right of retention if they have
been legally established or are undisputed. This restriction shall not apply to counterclaims due to a defect in
the goods which are based on the same contractual relationship as the claim for remuneration.
6.2 The assignment of any claims of the Buyer against the Seller arising from the contractual relationship
requires the written consent of the Seller in order to be effective. The Seller may only refuse his consent for
objectively justified reasons.

§ 7 Delivery, partial delivery, acceptance
7.1 Unless otherwise agreed in writing, deliveries shall be made ex works of the Seller (FCA Incoterms® 2020).
The Buyer is obliged to accept the goods by collecting them within 8 calendar days of receipt of the Seller's
notification of readiness.
7.2 Delivery periods and dates stated by the Seller are estimated, non-binding periods and dates. The Seller
shall not be liable for delays. Delivery periods and dates shall only be binding for the Seller if it has expressly
designated or confirmed them as binding in writing. Unless otherwise agreed, deliveries shall be deemed to
have been made by the Seller on time if the goods are handed over to a carrier for transportation to the Buyer
at the Seller's place of business or warehouse or if the Seller has notified the Buyer that the goods are ready
for dispatch in a manner justifying default of acceptance.
7.3 If the Seller does not receive deliveries or services from manufacturers, upstream suppliers or
subcontractors for reasons for which it is not responsible, or does not receive them correctly or on time despite
proper congruent cover, or if events of force majeure, i.e. unforeseeable obstacles to performance for which
the Seller is not responsible and which last more than twelve (12) weeks, occur, the Seller shall inform the
Buyer of this in good time. In this case, the Seller shall be entitled to postpone the delivery for the duration of
the hindrance or to withdraw from the contract in whole or in part due to the part of the contract not yet fulfilled.
Force majeure shall include strikes or lockouts, including at upstream suppliers, official interventions, energy
and raw material shortages, transport bottlenecks through no fault of the Seller, operational hindrances through
no fault of the Seller, for example due to fire, water and equipment damage, cyber attacks, war, epidemics or
pandemics and all other hindrances that were not foreseeable from an objective point of view and were not
culpably caused by the Seller.
7.4 Partial deliveries are permissible if the delivery of the remaining ordered goods is ensured and the Buyer
does not incur any significant additional expense as a result. Different goods from one order process may be
manufactured and/or delivered from different locations of the Seller. The Seller reserves the right to deliver
individual goods or all goods from an order only when the goods are fully available.
7.5 The Seller shall only be liable for default in the event of intent and negligence. In this case, the Buyer's
claims for damages shall be limited to an amount of 0.5% of the net sales price for each full week of delay in
relation to the part of the order affected by the delay, and in the case of slight negligence to a maximum total
of 10% of the net sales price. Otherwise, claims for damages are excluded, in particular those for loss of profit
or loss of use.

§ 8 Transfer of risk, shipment and return shipment
8.1 The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer when the
goods are made available to the forwarding agent, carrier or other person designated to carry out the shipment
to the Buyer. The Seller has thus fulfilled his obligation to deliver. This shall also apply if partial deliveries are
made or a shipment free of freight costs for the Buyer has been agreed or the Seller selects the type of
shipment, shipping route or shipping person. At the request and expense of the Buyer, the Seller shall insure
the goods against the risks to be specified by the Buyer by means of transportation insurance.
8.2 If the provision, handover or dispatch is delayed beyond the delivery date due to circumstances for which
the Buyer is responsible, the risk shall pass to the Buyer from the day on which the goods are ready for dispatch
and the Seller has notified the Buyer of this.
8.3 If the Seller selects the shipping method, the shipping route and/or the shipping person, the Seller shall
only be liable for intent or gross negligence in the selection in question.
8.4 If goods are returned by the Buyer, the Buyer shall bear the risk of damage and accidental loss.
8.5 Returns of goods are excluded unless the Buyer has such a right or the Seller grants the Buyer written
permission to do so as a gesture of goodwill.
8.6 If the Buyer does not have the right to return goods, the Seller reserves the right to charge a handling and
restocking fee. For standard catalog goods in unopened original packaging, we charge a restocking fee of 15%
of the net sales price for each type of goods returned, with a minimum charge of euro 25 net.
8.7 Returned goods must be undamaged, unused, in their original packaging, in the authorized quantity,
identifiable with Yanmar part number and designation and free of encumbrances and third party rights.
Otherwise, the Seller may return or dispose of them at its own discretion and at the Buyer's expense, the
delivery of goods shall be deemed approved and the Buyer shall owe payment of the agreed order amount.
This shall also apply if goods are returned to the Seller without the Buyer's authorization or without the Seller's
approval.

§ 9 Retention of title
9.1 The delivered goods shall remain the property of the Seller until full payment of all claims to which the
Seller is entitled from the business relationship with the Buyer. The Buyer is obliged to treat the goods subject
to retention of title with care for the duration of the retention of title. In particular, he is obliged to insure them
adequately at his own expense against fire, water and theft at replacement value. The Buyer hereby assigns
to the Seller all claims for compensation arising from this insurance. The Seller hereby accepts the assignment.
If an assignment is not permissible, the Buyer hereby irrevocably instructs its insurer to make any payments
only to the Seller. Further claims of the seller remain unaffected. Upon request, the Buyer shall provide the
Seller with proof of insurance coverage. If maintenance and inspection work has to be carried out, the Buyer
shall carry this out at its own expense.
9.2 The Buyer is not entitled to pledge the goods subject to retention of title, to assign them as security or to
make other dispositions that jeopardize the Seller's title. In the event of seizure or other interventions by third
parties, the Buyer must notify the Seller immediately in writing and provide all necessary information, inform
the third party of the Seller's ownership rights and cooperate in the measures taken by the Seller to protect the
goods subject to retention of title.
9.3 The Buyer hereby assigns to the Seller the claims arising from the resale of the goods together with all
ancillary rights, irrespective of whether the goods subject to retention of title are resold without or after
processing. The Seller hereby accepts this assignment. If an assignment is not permissible, the Buyer
irrevocably instructs the third-party debtor to make any payments only to the Seller. The Buyer is revocably
authorized to collect the claims assigned to the Seller in trust for the Seller. The collected amounts are to be
transferred to the Seller immediately. The Seller may revoke the Buyer's authorization to collect and the Buyer's
right to resell the goods if the Buyer does not properly meet its payment obligations to the Seller, is in default
of payment, suspends its payments or if insolvency proceedings are instituted against the Buyer's assets.
Upon notification of the assignment to the third-party debtor, the Buyer's right of collection shall expire. In the
event of revocation of the collection authorization, the Seller may demand that the Buyer discloses the
assigned claims and their debtors, provides all information necessary for collection, hands over the relevant
documents and notifies the debtors of the assignment.
9.4 At the Buyer's request, the Seller shall be obliged to release the securities to which it is entitled to the
extent that the realizable value of the securities, taking into account customary bank valuation discounts,
exceeds the Seller's claims arising from the business relationship with the Buyer by more than 10%.
9.5 If the Seller replaces goods under warranty or as a gesture of goodwill, it is agreed that ownership of the
goods concerned shall pass from the Buyer to the Seller as soon as the Seller receives the goods back from
the Buyer.
9.6 In the event of processing, combining or mixing with other items, the Seller shall acquire co-ownership of
the new item in the ratio of the value of the reserved goods delivered by the Seller to the other processed items
at the time of processing.
9.7 If insolvency proceedings are opened, the customer's rights to resell and use the reserved goods and the
authorization to collect assigned claims shall expire. The statutory rights of an insolvency administrator -
including provisional insolvency administrators - shall remain unaffected by this. 

§ 10 Quality, use and notification of defects
10.1 The basis of the Seller's warranty, insofar as such exists, is primarily the agreed quality of the goods at
the time of the transfer of risk. In particular, the manufacturer's information on performance specifications, load
and intended use of the goods in the e-commerce portal “YParts” shall be deemed to be the agreed quality.
The Seller guarantees that the delivered goods have these characteristics and that the intended use, as
specified in the “YParts” e-commerce portal and customary for the goods, is observed at all times. The goods
are suitable for normal use in construction machinery and equipment of the Seller and comparable competitor
products (intended use). In all other respects, the statutory provisions shall apply.
10.2 The delivered goods are only intended for the specified and approved purposes. The Seller shall not
assume any liability for expenses and damage resulting from any use deviating from the intended use in
accordance with Clause 10.1 without prior express written confirmation. The Buyer undertakes to indemnify
the Seller against all claims of third parties for personal injury and/or damage to property, insofar as these
expenses and damages have arisen in connection with the use of the goods for non-approved, prohibited or
non-intended purposes in accordance with Clause 10.1 without the prior express written consent of the Seller.
10.3 Goods which are recognizably safety components, i.e. those which serve a safety function for the
protection of persons, are to be used and installed exclusively by trained specialist personnel. This also applies
to mechanical, electronic or hydraulic components or assemblies as well as other components which are
intended for installation in functionally relevant mechanical, electronic or hydraulic machine or device parts or
which are essential for the function of the machine or device mechanics, electronics or hydraulics.
10.4 The Buyer is obliged to check the suitability of the goods for the use intended by him and to clarify all
machine and device-related issues for their use in good time and to inform the Seller of these. Unless otherwise
expressly agreed in writing, the Seller shall not assume any warranty, in particular not for the use, composition,
quality or durability of the goods.
10.5 The Buyer's warranty rights presuppose that he has fulfilled his inspection and complaint obligations. In
particular, the Buyer must carefully inspect the delivered goods immediately upon receipt within two (2) working
days of delivery to determine whether they correspond to the type and quantity of goods ordered and whether
there is any recognizable transport damage or other defects that can be detected by a simple inspection.
Furthermore, the Buyer shall notify the Seller in writing immediately upon receipt of the goods of any obvious
defects or damage which are recognizable during such an inspection or which otherwise become apparent to
the Buyer, stating the specific complaints and symptoms of defects, the article number and the delivery batch
and quantity concerned. The notification shall be deemed immediate if it is made within five (5) working days
at the latest, whereby the dispatch of the notification or complaint shall suffice to meet the deadline. If the
Buyer fails to carry out the immediate and/or proper inspection and/or the immediate and/or proper notification
of defects, the Seller's liability for these defects shall be excluded in accordance with the statutory provisions.
10.6 If the goods are delivered to a third party named by the Buyer on the Buyer's instructions, delivery of the
goods shall be deemed to have taken place upon receipt of the goods by this third party or other persons
authorized by the Buyer or this third party to receive the goods, which the Buyer uses to fulfil its inspection and
notification obligations. Clause 10.5 shall apply accordingly.
10.7 Hidden defects and field failures must be reported by the Buyer to the Seller in writing immediately after
their discovery, stating the place and date of their occurrence, together with the information contained in Clause
10.5. If the Buyer fails to give immediate and/or proper notice of defects, the Seller's liability for such defects
shall be excluded in accordance with the statutory provisions.
10.8 The Buyer shall give the Seller the opportunity and the necessary time to inspect the notified defects -
also by third parties - immediately after the notification of defects. At the Seller's request, the Buyer shall
immediately send or make available to the Seller the goods complained about and submit any complaint and
service reports to the Seller. Otherwise, he may not invoke the defects complained of. At the Seller's request,
the Buyer shall also be obliged to have the condition of the goods and the complaints made recorded by a
neutral expert or to give the Seller or its upstream supplier the opportunity to inspect the identity and condition
of the goods complained about on site.
10.9 If a notice of defects is unjustified, the Seller shall be entitled to demand compensation from the Buyer
for the expenses incurred for the purpose of subsequent performance, unless the Buyer proves that he is not
at fault for the unjustified notice of defects.  

§ 11 Warranty
11.1 In the event of defects in the goods existing at the time of transfer of risk, the Buyer shall initially have the
right to demand subsequent performance from the Seller within a reasonable period of time at the Seller's
discretion by remedying the defect or delivering replacement goods free of defects. Only in urgent cases of
danger to life, limb and health or to prevent disproportionate damage, of which the Seller must be informed
immediately in writing, may the Buyer remedy the defect himself or have it remedied by a third party. The right
to refuse subsequent performance under the statutory conditions remains unaffected. If the Seller is unwilling
or unable to remedy the defect after a reasonable period of time, the Buyer may, at his discretion, withdraw
from the contract or reduce the purchase price. The same applies if subsequent performance is unreasonable
for the Seller. There is no right of withdrawal in the case of an insignificant defect.
11.2 The Seller is entitled to make the subsequent performance owed dependent on the Buyer paying the
remuneration due. The Buyer has the right to withhold a reasonable part of the remuneration in proportion to
the defect.
11.3 Expenses required for the purpose of subsequent performance, such as transport, travel, labor and
material costs, shall be borne by the Seller if it turns out that a defect existed at the time of the transfer of risk.
Necessary expenses are those that are necessary and reasonable for successful supplementary performance
according to objective standards under these GTC. Removal and installation costs associated with the
subsequent performance of the goods processed by the Buyer or attached to another item are excluded if the
goods have not been used by the Buyer as intended or have been used improperly. The necessary expenses
expressly do not include expenses or costs incurred by the Buyer that exceed his own direct costs or damages
that are not necessarily associated with the rectification measure, in particular loss of use damages and
useless expenses.
11.4 If the Seller is not responsible for the defective delivery, the Buyer may only demand reimbursement of
its expenses for dismantling and installation costs necessary for subsequent performance to a proportionate
and reasonable extent up to a maximum of twice the net sales price of the goods concerned. If the Seller is
responsible for the defective delivery, the Buyer may demand reimbursement of the necessary dismantling
and installation costs in excess of this as compensation for damages under the conditions specified in § 12.
11.5 The Buyer's warranty claims shall lapse if it attempts to repair, repairs or modifies the goods itself or
through third parties without the Seller's prior consent, if this also makes it impossible or unreasonably difficult
to remedy the defect.
11.6 The warranty does not extend to goods that are impaired after delivery to the Buyer as a result of faulty,
improper or negligent handling, assembly or commissioning, disregard of the operating instructions, excessive
use, incorrect operation, violent destruction, unsuitable operating materials or due to special external
influences that do not correspond to the intended use, insofar as the associated defects are not attributable to
a fault on the part of the Seller.
11.7 Warranty claims shall also not exist for safety and/or functionally relevant goods whose replacement
and/or installation in construction machinery and equipment has not been carried out by specialist personnel
trained by the Seller. The Buyer must provide proof of this. 
11.8 Claims for reimbursement of expenses instead of compensation in lieu of performance are excluded
unless they were necessary or a reasonable third party would have incurred the expenses, which the Buyer
must demonstrate.
11.9 The limitation period for warranty claims and claims for damages by the Buyer, including those under
Clause 12, is one year from the start of the statutory limitation period. If the goods are used for a building in
accordance with their intended use, the statutory limitation provisions shall apply. The Seller's unlimited liability
for damages arising from breach of a guarantee or from injury to life, body or health, for intent and gross
negligence on the part of the Seller and for product defects under the Product Liability Act shall remain
unaffected; the statutory provisions shall apply exclusively to these.
11.10 If, as a result of a defect in the goods, the Buyer has to take them back from a business end customer,
accept a reduction in the purchase price or pay compensation for damages or expenses, the Buyer must set
a deadline for subsequent performance in accordance with Clause 11.1, unless there is a risk to life, limb or
health.
11.11 A statement by the Seller to the Buyer regarding a notice of defect shall not be deemed to be an
acknowledgement of the defect or an entry into negotiations regarding a claim for defects or the circumstances
giving rise to such a claim, unless negotiations are expressly entered into in writing. This shall also apply to
the involvement of third parties if the Seller has rejected any claims.
11.12 The place of performance for subsequent performance is the registered office of the Seller. The Seller
is also entitled to provide subsequent performance at the Buyer's registered office.

§ 12 Compensation for damages
12.1 The Buyer's right to claim damages shall be governed by the statutory provisions, unless otherwise
stipulated in the GTC.
12.2 The Seller shall be liable without limitation for damages resulting from the breach of a guarantee or from
injury to life, limb or health. The same applies to intent and gross negligence on the part of the Seller, to
mandatory statutory liability under the Product Liability Act and to liability for fraudulent concealment of defects.
The application of the statutory provisions on the limitation or exclusion of liability due to contributory
negligence on the part of the Buyer shall remain unaffected.
12.3 The Seller shall only be liable for simple negligence in the event of a breach of a material contractual
obligation which arises from the nature of the contract, the fulfillment of which is essential for the proper
execution of the contract and on which the Buyer may regularly rely. Such essential contractual obligations of
the Seller are in particular his main performance obligations such as the defect-free delivery of the goods. In
the event of a simple negligent breach of essential contractual obligations by the Seller and in the event of
impossibility, the Seller's liability shall be limited to the foreseeable, typically occurring damage up to a
maximum of euro 25,000.00 per claim. Otherwise, the liability of the Seller and its employees for simple
negligence is excluded.
12.4 The Seller shall not be liable for the actions of its suppliers and subcontractors.
12.5 The Seller shall not be liable for consequential damage, loss or culpable damage or as a result of improper
or non-contractual assembly, installation, use or other handling of the goods by the Buyer, its customers or
their agents or employees.
12.6 If the Seller claims damages for non-performance of the contract in the event of a declared withdrawal
and the goods have not yet been delivered by him, he shall be entitled to a lump sum of 15% of the net order
amount as compensation without special proof. If the Seller proves that he has incurred further damages, he
may demand additional compensation. The Buyer reserves the right to prove that the Seller has incurred no
or less damage.

§ 13 Product liability
13.1 The Buyer shall not modify the goods without the Seller's prior consent; in particular, the Buyer shall not
modify or remove existing warnings about hazards. In the event of a breach of this obligation, the Buyer shall
indemnify the Seller internally against product liability claims by third parties, insofar as the Buyer is responsible
for the defect giving rise to liability.
13.2 If the Seller is prompted to issue a product recall or warning due to a product defect in the goods, the
Buyer shall support the Seller, take all reasonable measures and make the goods and all information and
documents available to the Seller without delay.
13.3 The Buyer is obliged to bear the costs of the product recall or warning insofar as it is responsible for the
product defect and the damage incurred. Further claims of the Seller remain unaffected.
13.4 The Buyer shall immediately inform the Seller in writing of any risks in the use of the goods and possible
product defects or product failures of which it becomes aware.

§ 14 Industrial property rights and copyrights
14.1 The technical documents and data produced by the Seller or obtained from suppliers for the purpose of
producing or selling the goods shall remain the property of the Seller.
14.2 Unless otherwise expressly agreed, no licenses or rights of use, industrial property rights, rights
equivalent to industrial property rights or other rights to intellectual property and industrial property rights are
transferred to the Buyer with the purchase of the goods. This does not apply to rights that are necessarily
associated with the delivery.
14.3 The goods may be subject to patent, trademark, copyright, design rights and other industrial property
rights of third parties. The Seller shall not be responsible or liable for claims in connection with an infringement
of any of these rights.

§ 15 Compliance, data protection, disposal
15.1 The Buyer undertakes, on its own behalf and on behalf of any third party it engages, to ensure compliance
with all applicable laws, including but not limited to laws against corruption in the public sector and corruption
in business transactions, anti-money laundering, anti-boycott and anti-terrorism, export control including
economic sanctions, applicable to it or its services and obligations.
15.2 In addition, the Buyer undertakes that it and any third parties engaged or compensated by it shall comply
with all applicable laws relating to export control, sanctions, embargoes, export of goods, re-export, marketing
and sales, including but not limited to export control laws, regulations, directives and decrees applicable in the
United States of America and the European Union.
15.3 The Buyer further undertakes not to export or otherwise export the Goods covered by these GTC directly
or indirectly, including without limitation through third parties, with its knowledge, to Sudan, Russia, North
Korea, Cuba or Iran or to any other country or deliver to any person or entity subject to an export prohibition
under applicable laws, regulations, directives or decrees of the United States of America and the European
Union on its own behalf and on behalf of any third party it engages or compensates. Knowingly failing to comply
with the provisions on embargoes, sanctions, export and re-export shall constitute good cause for the
immediate suspension of deliveries and the cancellation of all existing delivery orders.
15.4 Personal data of the Buyer shall be processed and stored in computerized form exclusively for the
performance of the contract to which the Buyer is a party as a data subject, for the implementation of necessary
pre-contractual measures taken at the Buyer's request, or for marketing and analysis purposes, to the extent
permitted by law.
15.5 To the extent required by law, the Buyer is obliged to dispose of goods that fall under the ElektroG,
BatterieG or the VerpackungsVO as well as separately applicable corresponding statutory provisions at its
registered office in accordance therewith on its own responsibility and at its own expense. The Buyer shall
assume all associated notification and documentation obligations insofar as this is legally possible and shall
impose the same obligations on its customers.

§ 16 Final provisions
16.1 The transfer of rights and obligations of the Buyer vis-à-vis the Seller to third parties is only permissible
and effective with the written consent of the Seller.
16.2 The place of performance for the contractual obligations is the Seller's place of business.
16.3 In the event of disputes concerning or relating to goods, in particular their order, delivery and/or defects
and associated payments, the parties shall attempt to find an amicable solution. Only if the dispute lasts longer
than 30 days or if a party considers the dispute to be urgent, shall either party have the right to initiate legal
proceedings before the competent court in accordance with Clause 16.4.
16.4 The place of jurisdiction for all disputes arising from the contractual relationship shall be the Seller's place
of business. The Seller shall also be entitled to bring an action at the Buyer's registered office and at any other
permissible place of jurisdiction. Furthermore, the Seller shall have the right to bring an action as plaintiff before
the court of arbitration at the Stuttgart Chamber of Industry and Commerce (IHK). In this case, the arbitration
court shall finally decide the legal dispute in accordance with the Arbitration Rules of the German Institution of
Arbitration (DIS) to the exclusion of recourse to the ordinary courts of law. The initiation of legal dunning
proceedings by the seller does not constitute an exercise of the right of choice and is permissible in any case. 
16.5 The contractual relationship, including its interpretation and implementation, shall be governed by the law
of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the
International Sale of Goods (CISG).
16.6 Should any provision of these GTC be or become invalid or unenforceable in whole or in part, or should
there be a loophole in these GTC, this shall not affect the validity of the remaining provisions. In their place,
the valid or enforceable provision that comes closest to the purpose of the invalid or unenforceable provision
shall be deemed to have been agreed; the same shall apply if a matter requiring regulation is not expressly
regulated.

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