General Terms and Conditions of Sale

§ 1 Application, General Information(1) These
terms and conditions of sale shall apply exclusively. Deviating,
conflicting or supplementary general terms and conditions of the buyer
shall only become part of the contract if and to the extent that we have
expressly agreed to their validity in writing. This requirement of
consent shall apply in any case, for example even if we carry out the
delivery to the buyer without reservation in the knowledge of the
buyer’s general terms and conditions.(2)
These General Terms and Conditions of Sale apply in particular to
contracts for the sale and/or delivery of movable goods („goods“),
irrespective of whether we manufacture the goods ourselves or purchase
them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, these
GTCS shall apply in the version valid at the time of the Buyer’s order
or, in any case, in the version last notified to the Buyer in text form.(3) These
terms and conditions of sale shall also govern all future transactions
between the parties and shall also apply if we perform delivery without
reservation despite our knowledge of differing or contrary terms.(4) These
terms and conditions of sale shall only apply vis-à-vis entrepreneurs,
governmental entities, or special governmental estates within the
meaning of sec. 310 para. 1 BGB (German Civil Code). We do not conclude
contracts with non-commercial consumers (B2C contracts).(5) Legally
relevant declarations and notifications of the buyer with regard to the
contract (e.g. setting of deadlines, notification of defects,
withdrawal or reduction) must be made in writing, i.e. in written or
text form (e.g. letter, e-mail, fax). Legal formal requirements and
further proof, in particular in case of doubts about the legitimacy of
the declarant, shall remain unaffected.(6)
Any references to the application of statutory provisions are made for
the purposes of clarification only. Therefore, the statutory regulations
shall also apply without such a clarification insofar as they are not
directly altered or are explicitly excluded in these GTCS.§ 2 Offer, Acceptance(1)
Our offers are non-obligatory and non-binding. This also applies if we
have handed over catalogues, technical documentation (e.g. drawings,
plans, calculations, references to EN standards), other product
descriptions or documents – also in an electronic form – to the buyer.

(2)
There is a minimum order value for all orders, the amount of which
varies depending on the country to which the goods are to be dispatched.
Our current order and freight conditions and the associated minimum
order values can be found at the following link:

https://shop.ootb.de/en/shippinginfo

(3)
The order of the goods by the buyer shall be deemed a binding offer of
contract. Unless otherwise stated in the order, we are entitled to
accept this contractual offer within a period of two weeks. The
acceptance can either be declared in text form (e.g. by order
confirmation) or by delivery of the goods to the buyer.§ 3 Prices, Payment(1) Unless
otherwise agreed in individual cases, our current prices at the time of
conclusion of the contract shall apply, ex warehouse, plus statutory
VAT, excluding the costs of packaging and shipping.(2) In
the event that, in the case of an item which we do not already have in
stock, after acceptance by us of an order from the buyer, the cost price
payable by us in procuring that item increases by at least 20% without
us being at fault for that increase, the following shall apply: We shall
be entitled, at our option, (a) to cancel the purchase contract with
the customer in respect of that item or (b) to adjust the purchase price
agreed with the customer by adding the increase in the cost price to
the purchase price agreed with the customer without any margin mark-up.
If we make use of the aforementioned option to adjust the price, the
customer shall in turn have the right to cancel the purchase contract
with us in respect of this item within five working days of receipt of
our notification of the price adjustment. In the event of a cancellation
in the aforementioned cases, further claims are excluded, in particular
claims for compensation for loss of profit and/or for compensation for
the customer’s additional costs in connection with the alternative
procurement of the cancelled item.(3) In
absence of a deviating statement from us, in the case of sale by
dispatch the Customer shall bear the actual cost of transport ex
warehouse and the cost of any transport insurance requested by the
Customer. Any customs duties, fees, taxes and any other public levies
shall be borne by the buyer.(4) The
purchase price shall be due and payable within 14 days of invoicing.
However, we are entitled at any time, even within the framework of an
ongoing business relationship, to make a delivery in whole or in part
only against advance payment. We shall declare a corresponding
reservation at the latest with the order confirmation.(5) Upon
expiry of the aforementioned payment deadline, the buyer shall be in
default. During the period of default, an interest rate of 10% per year
shall be charged on the purchase price. We reserve the right to assert
further default damages. Our claim to the commercial due date interest
(§ 353 HGB) remains unaffected vis-à-vis merchants.(6) If
after conclusion of the contract it becomes apparent that our claim for
payment of the purchase price is jeopardized by the Customer’s
inability to pay (e.g. an application for commencement of insolvency
proceedings) we are entitled to withhold performance in accordance with
the statutory provisions of law and – if necessary after fixing a time
limit – to withdraw from the contract (sec. 321 BGB). In the case of
contracts for the manufacture of non-fungible goods (customised
products) we are entitled to withdraw from the contract immediately;
this shall not affect the statutory provisions concerning the
dispensability of fixing a time limit.§ 4 Offset, Right of RetentionThe
buyer shall only be entitled to rights of set-off or retention insofar
as his claim has been legally established or is undisputed. In the event
of defects in the delivery, the Buyer’s counter rights shall remain
unaffected, in particular pursuant to § 8 para. 6 sentence 2 of these
GTCS.§ 5 Delivery Deadline and Default in Delivery(1) The
delivery period shall be agreed individually or stated by us with the
acceptance of the order. If this is not the case, the delivery period is
approximately four weeks from conclusion of contract.(2) Individually
agreed delivery deadlines shall begin with the receipt of our order
confirmation by the buyer, but in any event not before clarification of
all details for the execution and the provision of necessary
certificates by the buyer. Any changes or modifications to the
to-be-delivered goods that are agreed after the start of the delivery
deadline lead to a restart of the delivery deadline. The delivery
deadline shall be deemed observed on the day we advise the buyer that
the delivery is ready for dispatch.(3) The
occurrence of default in delivery shall be determined by statutory
provisions of law. However, a written reminder by the buyer shall be
required in all cases. If we are in default of delivery the Customer may
demand lump-sum compensation for the loss he has thus suffered. The
lump sum for damages shall amount to 1% of the net price of the goods
delivered late (delivery value) for each completed calendar week of the
delay, but not more than 5% of the delivery value in total. We reserve
the right to prove that the buyer has suffered no loss at all or only a
substantially smaller loss than the above lump sum.(4) The
rights of the buyer according to § 9 of the GTCS and our statutory
rights, in particular the exclusion of the obligation to perform (e.g.
impossibility of service and/or supplementary performance or if these
are deemed unreasonable) remain unaffected.§ 6 Non-availability of the goods due to force majeure(1) If
we are unable to meet binding delivery deadlines due to a case of force
majeure, i.e. any unforeseeable, serious event, such as in particular
war, terrorist conflict, epidemics or industrial disputes, which is
beyond the control of one of the contracting parties and as a result of
which we are prevented in whole or in part from fulfilling our
obligations, including fire damage, floods, strikes as well as
operational disruptions for which we are not responsible or official
orders and lawful lockouts, we shall inform the buyer of this without
delay and at the same time inform him/her of the expected new delivery
period. We shall also inform the buyer immediately in the event that
force majeure ceases to exist. We shall use our best endeavours to
remedy the force majeure and to limit its effects as far as possible.(2) We
undertake to adapt the contract to the changed circumstances in good
faith. For the duration and to the extent of the direct and indirect
effect, the contracting parties shall be released from their obligations
under the purchase contract and shall not owe any damages in this
respect.  If the service is also not available within the new delivery
period, both contracting parties shall be entitled to withdraw from the
contract in whole or in part; we shall immediately reimburse any
consideration already paid by the buyer.(3) A
case of non-availability of the service in this sense shall also be
deemed to be the non-timely self-delivery by our supplier if we have
concluded a congruent covering transaction, neither we nor our supplier
are at fault or we are not obliged to procure in the individual case.

§ 7 Delivery, Passage of Risk, Shipment

(1) Unless
otherwise explicitly agreed in writing, the delivery is carried out ex
warehouse Lilienthal, Germany, which is also the place of performance
and the place of any potential supplementary performance. At the request
and costs of the buyer the goods will be shipped to another destination
(sale by dispatch), without any effect on the place of performance.
Insofar as not otherwise agreed we are entitled to determine the type of
shipment (in particular transport company, shipment route, packaging)
at our discretion.

(2) Delivery is
conditioned upon timely and proper performance of all duties of the
buyer. Defenses based on non-performance of the contract are reserved.(3) The
risk of accidental loss and accidental deterioration of the goods shall
pass to the buyer at the latest upon handover. In the case of sale by
delivery to a place other than the place of performance, however, the
risk of accidental loss and accidental deterioration of the goods as
well as the risk of delay shall already pass upon delivery of the goods
to the forwarding agent, the carrier or any other person or institution
designated to carry out the shipment. If acceptance has been agreed,
this shall be decisive for the transfer of risk. In all other respects,
the statutory provisions of the law on contracts for work and services
shall also apply mutatis mutandis to an agreed acceptance. The handover
or acceptance shall be deemed to have taken place if the buyer is in
default of acceptance or otherwise violates his obligations to
cooperate.(4) In case of default in
acceptance or other breach of duties to cooperate by the buyer we are
entitled to claim any resulting damage including but not limited to
additional expenses, if any. In this respect, we are entitled to charge a
lump-sum compensation of 1% of the value of the goods per calendar
week, starting with the delivery deadline or – in the absence of a
delivery deadline – with the notification that the goods are ready for
dispatch; however, a maximum of 5% of the value of the goods in the
event of final non-acceptance. The proof of higher damages and our
statutory claims (in particular reimbursement of additional expenses,
reasonable compensation, withdrawal, termination) remain unaffected; the
lump sum compensation is however to be offset against further monetary
claims. The buyer remains entitled to prove that we did not suffer any
damages at all or only substantially less damages than the
aforementioned lump sum.§ 8 Retention of Title(1) We
retain title to the sold goods until the full payment of all of our
current and future claims due from the purchase contract and from a
current business relationship (secured claims).(2) The
goods subject to retention of title may neither be pledged to third
parties, nor assigned as collateral before the full payment of the
secured claims. As long as the purchase price has not been completely
paid, the buyer shall immediately inform us in writing if the goods
become subject to rights of third persons or other encumbrances.(3) In
case of a conduct of the buyer which is in breach of the contract, in
particular non-payment of the due purchase price, we are entitled to
withdraw from the contract according to the statutory regulations and/or
to demand that that the goods are handed over to us owing to the
retention of title. Any demand for the return of the goods shall not be
deemed to include a simultaneous declaration of withdrawal; rather, we
shall be entitled to demand only the return of the goods subject to
retention of title and to reserve the right to withdraw from the
contract. If the buyer does not pay the due purchase price we may
however only assert these rights if we have unsuccessfully set the buyer
a reasonable deadline for payment or if setting such deadline is
expendable under statutory provisions.(4) The
buyer is entitled until further notice pursuant to subpara. (c) below
to resell the goods subject to the above retention of title in the
regular course of business. In this case, the following terms shall
apply in addition:(a) The retention of
title covers the products which are produced by processing, mixing or
combination of our goods at their full value, whereby we are deemed the
manufacturer. If the right of ownership of third parties continues to
exist despite the processing, mixing or combination with goods of third
parties, then we shall acquire co-ownership in the ratio of the invoice
values of the processed, mixed or combined goods. Apart from that the
same provisions that govern the goods delivered under retention of shall
also apply to the newly created product.(b) The
buyer hereby assigns to us the future claims against third parties,
which arise from the resale of the goods or of the newly created product
in total or in the amount of our co-ownership share, if any, as
collateral according to the afore-mentioned paragraph. We hereby accept
the assignment. The obligations of the buyer stated in para. 2 and 3
shall also apply in respect of the assigned claims.(c) Notwithstanding
our right to claim direct payment the buyer shall remain authorized to
collect the claim on the assigned claims. To this end, we agree to not
demand payment on the assigned claims to the extent the buyer meets its
payment obligations, is not in default of payment, no application has
been filed for the opening of insolvency proceedings and we have not
exercised our rights pursuant to para. 3 to invoke the retention of
title. However, if this is the case we are entitled to request that the
buyer informs us of the assigned claims and their debtors, provides all
information which is necessary for the collection, hands over the
relevant documents and informs the debtors (third parties) of the
assignment. In this event we shall also be entitled to revoke the right
of the buyer to resell or process the goods that are subject to our
retention of title.(5) Insofar as the
above securities exceed the secured claim by more than 10%, we are
obligated, at our choice, to release such securities upon the buyer’s
request.(6) If our retention of title
ceases to be valid in the event of deliveries to foreign countries or
for other reasons, the Customer must immediately provide to us
collateral over the delivered goods or another form of security for our
claims which is effective pursuant to the law of the country concerned
and which is as close as possible to retention of title under German
law.§ 9 Warranty(1) 
The basis for our warranty is the properties of the goods that are
agreed in writing with the buyer. All product specifications, which are
binding subject of the particular contract, are deemed agreed
properties. If there is no agreement on properties, statutory provisions
shall apply in determining whether a good is defective or not.(2) Only
such features of the goods are considered guaranteed features of the
goods that are explicitly designated as such. This applies in particular
to agreements on certifications of the goods or of our company, for
which we do not assume an implied or conclusive warranty.(3) As
a matter of principle, we are not liable for defects of which the buyer
is aware at the time of conclusion of the contract or is not aware due
to gross negligence (§ 442 BGB). Precondition for any warranty claim of
the buyer is the buyer’s full compliance with all requirements regarding
inspection and objection established by sec. 377 HGB (German Commercial
Code). If a defect is determined during the inspection or subsequently,
then this is to be reported to us immediately in writing. Irrespective
of this obligation for inspection and reporting of defects the buyer
must report obvious defects (including false and shortfall in delivery)
within two weeks from delivery in writing. If the buyer fails to
properly inspect the goods and/or give notice of defects, our liability
for the defect not reported or not reported in time or not reported
properly shall be excluded in accordance with the statutory provisions.(4) Warranty claims shall be time-barred after 12 months of the delivery.(5) In
case of non-conformity of the goods we have the choice whether the
supplementary performance is to be effected by remedying the defect
(rectification) or by delivering an item which is free of defects
(replacement). Our right to refuse the chosen type of supplementary
performance under the statutory pre-requisites remains unaffected. If
the supplementary performance has failed, the buyer is entitled to
reduce the purchase price or to withdraw from the contract. However, in
case of an insignificant defect the buyer shall not have a right to
withdraw from the contract.(6) We are
entitled to make the owed supplementary performance dependent on the
buyer’s payment of the due purchase price. The buyer is, however,
entitled to retain a part of the purchase price which is appropriate
relative to the defect.(7) The buyer must
give us the time and opportunity required for the subsequent performance
owed, in particular to hand over the rejected goods for inspection
purposes. In the event of a replacement delivery, the buyer must return
the defective item to us in accordance with the statutory provisions.(8) We
shall bear or reimburse the expenses required for the purpose of
inspection and subsequent performance, in particular transport, travel,
labour and material costs, in accordance with the statutory provisions
if there is actually a defect. Otherwise, we may demand reimbursement
from the buyer of the costs incurred as a result of the unjustified
request to remedy the defect (in particular inspection and transport
costs), unless the lack of defectiveness was not recognisable to the
buyer.(9) In urgent cases, e.g. if
operational safety is endangered or to prevent disproportionate damage,
the buyer has the right to remedy the defect himself and to demand
reimbursement from us of the expenses objectively necessary for this. We
are to be informed immediately of such self-execution, if possible in
advance. The right of self-execution does not exist if we would be
entitled to refuse a corresponding subsequent performance in accordance
with the statutory provisions.(10) In case
of a defect, claims of the buyer for damages or reimbursement of
fruitless expenses shall be limited according to § 9. Further claims are
excluded.§ 10 Liability(1) We
shall be liable for damages – irrespective of the legal grounds –
within the scope of fault liability in the event of intent and gross
negligence. In the event of simple negligence, we shall only be liable,
subject to statutory limitations of liability (e.g. care in own affairs;
insignificant breach of duty), fora) for damages resulting from injury to life, body or health,b) for
damages arising from the breach of an essential contractual obligation
(obligation, the fulfilment of which is a prerequisite for the proper
execution of the contract and on the observance of which the contractual
partner regularly relies and may rely); in this case, however, our
liability shall be limited to compensation for the foreseeable,
typically occurring damage.(2) The
limitations of liability resulting from para. 1 also apply to third
parties as well as to breaches of duty by persons (also in their favour)
whose fault we are responsible for according to statutory provisions.
They do not apply insofar as a defect has been fraudulently concealed or
a guarantee for the quality of the goods has been assumed and for
claims of the buyer under the Product Liability Act.(3) Our
liability for culpable damage to life, body or health as well as our
liability under the Product Liability Act shall remain unaffected.(4) Any liability not expressly provided for above shall be disclaimed.(5) The
buyer can only withdraw from the contract due to a breach of an
obligation not constituted by a defect in the goods, if we are in
culpable breach. A free right of termination of the buyer (in particular
according to §§ 650, 648 BGB) is excluded. Aside from that, the
statutory preconditions and legal consequences are applicable.(6) Contractual penalties are not owed between the parties under any circumstances.§11Export and Import ControlIt
is exclusively the buyer’s duty to observe the applicable import and
export control regulations. It is incumbent exclusively on the buyer to
assess whether a product requires an import or export license and is
subject to export control provisions. The buyer must obtain all the
required approvals in due time, at his own cost and responsibility and
submit such approvals to us unrequested.§ 12 Applicable Law, Jurisdiction, Language(1) These
GTCS and the contractual relationship between us and the buyer are
solely governed by the substantive laws of the Federal Republic of
Germany (excluding the Convention on Contracts for the International
Sale of Goods).(2) Place of performance
and exclusive place of jurisdiction for all disputes arising out of or
in connection with the contractual relationship between us and the buyer
shall be Lilienthal, Germany. We are however also entitled to file an
action at the place of general jurisdiction of the buyer. Mandatory
statutory regulations, in particular regarding exclusive jurisdictions,
remain unaffected.(3) This text shall be
construed in accordance with the laws of Germany. The list of terms
attached as the annex entitled „List of Terms“ forms part of this text
and shall have the same full force and effect as if expressly set out in
the operative part of this text. If the meaning of any English term
contained in the list of terms or in this text differs from the meaning
of the respective German term, the meaning of the German term shall
prevail.List of TermsPlace of acceptance(general) terms and conditions of saledefault in acceptanceoffsetretention of titledefence based on non-performance of the contractassistant in performanceplace of performancedue and payablepassage of riskcounterclaimstatutory VATwarrantygovernmental entitymerchantscommercial interest after due dateterminationdelivery deadlinedefault in deliveryreminderremedy of defectreduction of priceduty/obligation to cooperatesupplementary performance(course of) normal businessspecial governmental estateProduct Liability ActwithdrawalcollateralConvention on Contracts for the International Sale of Goods (CISG)Entrepreneurrequirements regarding inspection and objectionsale by dispatchdefault intereststay of paymentsright of retention