General Payment, Performance and Delivery Terms of SH SULPHTEC GmbH

I. Scope of Application

1. The following conditions apply to all contracts concluded between the client and us regarding our deliveries and services. They also apply to all future business relationships, even if they are not expressly agreed upon again. Deviating conditions of the buyer, which we do not expressly acknowledge, are non-binding for us, even if we do not expressly contradict them. The following conditions also apply if we execute the order without reservation, knowing of conflicting or deviating conditions of the buyer.
2. The contract is concluded with the content of our order confirmation. All agreements made between our customer and us for the execution of the order are written down in the contracts.

II. Offer and Conclusion of Contract, Protective Rights

1. An order from the customer, which is to be qualified as an offer to conclude a contract, we can accept within two weeks by sending an order confirmation or by sending the ordered products within the same period.
2. Our offers are subject to change and non-binding, unless we have expressly designated them as binding.
3. We hold ownership and copyright in all samples, cost estimates, drafts, illustrations, drawings, calculations, and other documents of a physical and non-physical nature, also in electronic form. All property, copyright and protective rights may only be used or passed on to third parties by the buyer with our prior written consent, regardless of whether they have been marked as confidential by us. If we deliver based on drawings, samples or other specifications of the buyer, the latter guarantees that third-party protective rights are not violated and indemnifies us from all claims by third parties. If an order is not concluded, all the documents mentioned must be returned to us immediately upon request, including any copies made. The buyer must check the data and documents provided by him for suitability for the intended contractual purpose and the possibility of implementation. This also applies to the selection of suitable materials. He is obliged to inform himself about the possible uses. We are not obliged to check the buyer's specifications and/or specifications for correctness and/or legal conformity. We will inform the buyer about obvious inconsistencies. We undertake to make information and documents designated as confidential by the buyer accessible to third parties only with his consent.
4. Any assignment of claims of any kind by the customer is only permissible and effective with our written consent.

III. Prices, Payment Terms

1. Unless a separate agreement has been made, our prices apply ex works without loading, freight, unloading and packaging, unless otherwise specified in the order confirmation. Our prices do not include statutory sales tax. We will show this separately in the invoice at the statutory rate on the day of invoicing.
2. If no deviating agreement is made, the customer is to pay with our invoice issuance: 1/3 down payment upon receipt of our order confirmation and invoice, 1/3 as soon as we indicate readiness for delivery and 1/3 after delivery of the order. The fulfilled delivery is acknowledged on site by the customer or his authorized representative by signing the delivery note. It is considered as acceptance. Later acceptances in relation to the buyer and his clients have no influence on the due date of our claims. All payments are to be made by the customer within 10 days of due dates in EUR to one of our accounts without cash and free of charge.
3. We work with credit insurance companies. If an insurance company commissioned by us refuses a credit guarantee for the buyer, our customer is obliged to provide a self-guarantee and unlimited guarantee from a domestic and licensed banking institution in the order amount less any partial payments at our request. As long as this has not happened, we are entitled to withhold our obligation to perform. Further rights remain unaffected.
4. A discount deduction is only permitted with a special written agreement with us, otherwise it is excluded. A payment is only considered made when we can dispose of the amount. In the case of check payments, the payment is only considered made when the check is cashed.
5. If the customer is in default with a payment, the statutory regulations apply and we reserve the right to withhold further deliveries and services. If the buyer is in default with any payment obligations towards us, all existing claims become due immediately.
6. The customer is only entitled to offset, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, have been recognized by us or are undisputed. The customer is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship.
7. We are entitled to assign the claims from our business relationships.

IV. Delivery and Performance Time

1. Delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information. The delivery time stated by us only begins when the technical questions have been clarified. Likewise, the customer has to fulfill all his obligations properly and in time and, if necessary, obtain official permits. If there are delays here, our delivery time is extended accordingly, but we are still entitled to deliver or partial delivery. Compliance with delivery dates is subject to correct, complete and timely self-delivery and non-presentation of cases of force majeure such as strikes etc., which are beyond our control. We are entitled to partial deliveries and partial services at any time, as long as this is reasonable for the customer.
2. If the underlying contract is a fixed transaction within the meaning of § 286 para. 2 no. 4 BGB or of § 376 HGB, we are liable in accordance with IV.1 of these conditions under the statutory provisions. The same applies if the customer is entitled as a result of a delivery delay for which we are responsible to assert the loss of his interest in the further fulfillment of the contract. In this case, our liability is limited to the foreseeable, typically occurring damage, if the delivery delay is not based on an intentional breach of contract for which we are responsible, whereby a fault of our representatives or vicarious agents is attributable to us. We are also liable to the customer for delivery delay in accordance with the statutory provisions if this is based on an intentional or grossly negligent breach of contract for which we are responsible, whereby a fault of our representatives or vicarious agents is attributable to us. Our liability is limited to the foreseeable, typically occurring damage, if the delivery delay is not based on an intentional breach of contract for which we are responsible. Further damage compensation is excluded.
3. In the event that a delivery delay for which we are responsible is based on the culpable violation of an essential contractual obligation, whereby a fault of our representatives or vicarious agents is attributable to us, we are liable in accordance with the