General Terms and Conditions

01 Scope of application
1. the following General Terms and Conditions of contura Modellbau/Friedje Feldt (hereinafter also referred to as the Contractor) shall apply to all natural and legal persons such as entrepreneurs, legal entities under public law and special funds under public law (hereinafter also referred to as the Client). They shall apply to all contracts concluded between the Customer and us for the delivery of objects and prototypes to be manufactured - hereinafter also referred to as the subject matter of the contract - and the associated services. They also apply to services and design services that are not the subject of an independent contract.
2. they shall also apply to all future business relations, even if they are not expressly agreed again. Deviating terms and conditions of the customer which we do not expressly recognize are not binding for us, even if we do not expressly object to them. The following terms and conditions shall also apply if we carry out the customer's order without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
3. all agreements concluded between us and the client for the purpose of executing the contract are set out in writing in the contract and these terms and conditions.
4. if the subject matter of the contract is supplied with lighting, this is not intended for continuous operation. It is recommended that objects and prototypes are only shipped as art shipments.

02 Offer, conclusion of contract
1. our offers are subject to change and non-binding, unless we have expressly designated them as binding.
2. we can accept an order from the customer, which is to be qualified as an offer to conclude a contract, within two weeks by sending an order confirmation.
3. we reserve our property rights, copyrights and other industrial property rights to all illustrations, calculations, drawings, photos and other documents. The client may only pass these on to third parties with our written consent, irrespective of whether we have marked them as confidential.

03 Obligations of the client to cooperate, changes to the order
1. the client must support us in the execution of the order, in particular answer questions asked within a reasonable period of time, make decisions in good time, issue approvals and submit the necessary plans and documents to be provided by him in the form requested by us in good time so that agreed deadlines can be met. We shall inform the customer of the required documents and other information and the date by which the required documents must be available in full. Delivery dates are only binding insofar as the client submits the documents to be provided by him to us within the agreed period and fulfills his obligations to cooperate in accordance with sentence 1 and sentence 2.

2. if the client submits amended documents, for example amended sets of plans, to us after the agreed deadline in accordance with Clause 1 sentence 2, it shall be obliged to draw attention to the individual amendments made. Insofar as such changes result in additional expenses, these shall be subject to remuneration. We will announce an additional claim for payment prior to execution.
3. the client shall appoint a person authorized to represent the client who shall be solely responsible for the client's decisions and for receiving notifications and declarations from the contractor.
4. insofar as the Client becomes aware of defects in the subject matter of the contract during the execution of the order, Clause 07 (1) shall apply accordingly.

04 Terms of payment
1. our prices are ex works without packaging, unless otherwise specified in the order confirmation. Our prices do not include the statutory value added tax. We will show this separately in the invoice at the statutory rate on the day of invoicing.
2. the contractual agreements shall apply to the due date of payment. Payment is due at the latest upon delivery of the subject matter of the contract. The Client shall be in default 10 days after the due date without any further declaration by the Contractor if it has not made payment.
3. the client shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognized by us or are undisputed. In the event of the existence of defects, the client shall not be entitled to a right of retention unless the subject matter of the contract is obviously defective; in such a case, the client shall only be entitled to retention insofar as the amount retained is in reasonable proportion to the defects and the anticipated costs of subsequent performance (in particular rectification of defects).
4. the client is not entitled to assert claims and rights due to defects if the client has not made due payments and the amount due (including any payments made) is in reasonable proportion to the value of the subject matter of the contract - which is defective.

05 Delivery and performance time
1. delivery dates or deadlines are non-binding unless they have been expressly agreed in writing as binding. Compliance with agreed deadlines presupposes that the technical issues have been clarified and that the client has fulfilled all obligations incumbent upon it in accordance with Section 03 Clause 1 in a proper and timely manner. Delivery dates shall only be regarded as fixed dates if they are expressly agreed and designated as such.
2. we shall be liable to the client in the event of a delay in performance in accordance with the statutory provisions if this is due to an intentional or grossly negligent breach of contract for which we are responsible, whereby fault on the part of our representatives or vicarious agents shall be attributed to us. Our liability shall be limited to the foreseeable damage typical for the contract if the delay in delivery is not due to an intentional breach of contract for which we are responsible.
3. in the event that a delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation, whereby fault on the part of our representatives or vicarious agents is attributable to us, we shall be liable in accordance with the statutory provisions with the proviso that in this case the liability for damages shall be limited to the foreseeable damage typical for the contract.
4. otherwise, in the event of a delay in performance for which we are responsible, the client may claim liquidated damages of 2% of the net order amount for each completed week of delay, but not more than 12% of the net order amount.
5. any further liability for a delay in delivery for which we are responsible is excluded. The further statutory claims and rights of the customer to which he is entitled in addition to the claim for damages due to a delay in delivery for which we are responsible shall remain unaffected.
6. we are entitled to make partial deliveries and render partial services at any time, insofar as this is reasonable for the client.
7. if the customer is in default of acceptance, we shall be entitled to demand compensation for the resulting damage and any additional expenses. The same shall apply if the buyer culpably breaches its obligations to cooperate. The risk of accidental deterioration and accidental loss shall pass to the customer upon the occurrence of default of acceptance or debtor's delay.

06 Transfer of risk - shipping/packaging
1. unless otherwise stated in the order confirmation, delivery "ex works" is agreed.
2. loading and shipment shall take place uninsured at the risk of the customer. We shall endeavor to take into account the wishes and interests of the customer with regard to the type and route of shipment; any additional costs incurred as a result - even if carriage paid delivery has been agreed - shall be borne by the customer.
3. if dispatch is delayed at the request of or for reasons for which the customer is responsible after the agreed delivery date or, if no exact delivery date was agreed, after notification of readiness for dispatch, we shall store the subject matter of the contract free of charge for two weeks at the customer's risk. Thereafter, the Contractor may charge a flat-rate storage fee of 0.5% of the purchase price of the subject matter of the contract for each month or part thereof, up to a maximum of 10%. The Client shall be entitled to prove that the Contractor has suffered no loss or a significantly lower loss. The Contractor shall be entitled to prove that it has incurred higher damages.

07. rights in the event of defects / liability / limitation period
1. claims for defects on the part of the client shall only exist if he has duly and immediately fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). Notices of defects must be made in writing.
2. insofar as we are responsible for a defect in the subject matter of the contract, we shall be obliged to provide subsequent performance to the exclusion of the client's rights to withdraw from the contract or to reduce the remuneration (reduction), unless we are entitled to refuse subsequent performance on the basis of the statutory provisions. The customer shall grant us a reasonable period of time for subsequent performance. Subsequent performance may, at our discretion, take the form of rectification of the defect (repair) or delivery of a new contractual item. In the event of rectification of the defect, we shall bear the necessary expenses insofar as these are not increased because the subject matter of the contract is located at a place other than the place of performance. If the subsequent performance has failed, the customer may demand a reduction of the purchase price (reduction). Rectification shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at rectification are appropriate and reasonable for the client due to the subject matter of the contract. The client may only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The right of the client to assert further claims for damages under the following conditions remains unaffected by this.
3. claims for defects shall not exist in the event of only insignificant deviation from the agreed quality or in the event of only insignificant impairment of usability, nor in the event of damage arising after the transfer of risk as a result of incorrect or negligent handling, non-compliance with site conditions appropriate to the object, excessive use or due to special external influences which are not provided for under the contract. If improper modifications or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.
4. we shall be liable for damages in accordance with the statutory provisions. In this case, however, our liability for damages shall be limited to the foreseeable damage typical for the contract, unless we have acted with intent. To the extent that we have given a guarantee of quality and/or durability with regard to the subject matter of the contract or parts thereof, we shall also be liable within the scope of this guarantee. However, we shall only be liable for damages which are based on the absence of the guaranteed quality or durability but which do not occur directly on the subject matter of the contract if the risk of such damage is clearly covered by the guarantee of quality and durability. 5.
5. any further liability is excluded regardless of the legal nature of the asserted claim. This also applies in particular to tortious claims or claims for reimbursement of futile expenses instead of performance. This shall not affect our liability in accordance with Section 05 No. 2 to Section 05 No. 5 of this contract. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, staff, representatives and vicarious agents.

08 Retention of title
1. the delivered object of the contract (goods subject to retention of title) shall remain our property until all claims to which we are entitled against the customer under the contract have been satisfied. In the event of breach of contract by the customer, e.g. default of payment, we shall be entitled to take back the subject matter of the contract after setting a reasonable period of grace. If we take back the subject matter of the contract, this shall constitute a withdrawal from the contract. If we seize the subject matter of the contract, this shall constitute a withdrawal from the contract. We are entitled to utilize the subject matter of the contract after taking it back. After deduction of a reasonable amount for the costs of realization, the proceeds of realization shall be set off against the amounts owed to us by the customer.
2. the client must treat the reserved goods with care and insure them adequately at his own expense against fire, water damage and theft at replacement value. Any maintenance and inspection work that becomes necessary must be carried out by the client in good time at its own expense.
3. the client is entitled to sell and/or use the goods subject to retention of title in an orderly manner as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The client hereby assigns to us in full by way of security any claims arising from the resale or any other legal grounds (insurance, tort) in respect of the reserved goods (including all current account balance claims); we hereby accept the assignment. We revocably authorize the client to collect the claims assigned to us for his account in his own name. The direct debit authorization can be revoked at any time if the client does not properly meet his payment obligations. The client is also not authorized to assign this claim for the purpose of debt collection by way of factoring, unless the obligation of the factor is simultaneously established to effect the consideration in the amount of the claims directly to us as long as we still have claims against the client.
4. in the event of access by third parties to the reserved goods, in particular seizures, the client shall draw attention to our ownership and inform us immediately so that we can enforce our ownership rights. If the third party is not in a position to reimburse us for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for these.
5. we are obliged to release the securities to which we are entitled insofar as the realizable value of our securities exceeds the claims to be secured by more than 10 %; we are responsible for selecting the securities to be released.

09 Confidentiality, copyright
1. unless expressly agreed otherwise in writing, the information provided to us in connection with the order shall not be deemed confidential. We are entitled to take photographs and samples of the subject matter of the contract and to name and publish these as reference objects.
2. in the context of the execution of the order, the client shall indemnify us against any third-party claims arising from the infringement of copyrights, utility models or other industrial property rights (hereinafter referred to as property rights), insofar as the infringement of property rights has occurred due to specifications of the client, due to a use of the subject matter of the contract not foreseeable by us or due to a modification of the subject matter of the contract by the client. Claims of the client against us are excluded if the client is responsible for the infringement of property rights.

10 Place of performance, place of jurisdiction, applicable law
1. the place of performance and jurisdiction for deliveries and payments (including actions on checks and bills of exchange) as well as all disputes arising between us and the customer from the contracts concluded between us and the customer shall be the registered office of our company.
2. the relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.