IMPRINT/AGB’S

Bernd Kussmaul GmbH
Grunbacher Str. 55
71384 Weinstadt, Germany

Managing Director: Bernd Kussmaul

Tel.: +49 7151 369010
Fax: +49 7151 3690110

Email: impressum@bernd-kussmaul-gmbh.de

Register Court: Stuttgart District Court
Register Number: HRB 263642

VAT Identification Number according to § 27a UStG: DE 188 975 608
Person Responsible for Content: Bernd Kußmaul (Address above)

 

General Terms and Conditions of Sale

Bernd Kußmaul GmbH

Version: 02/2026

§1Section 1 Scope, form

(1) These General Terms and Conditions of Sale (GTCS) apply to all business relationships of Bernd Kußmaul GmbH (hereinafter referred to as: “KUSSMAUL)” with its customer(s) (hereinafter referred to as: “Customer”).

These GTCS apply only if the Customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

(2) The GTCS apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether we manufacture the goods itself or purchase them from other suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTCS in the version valid at the time of the order by KUSSMAUL or, in any case, in the version last communicated to the Supplier in text form shall also apply as a framework agreement for similar future contracts without KUSSMAUL having to refer to them again in each individual case.

(3) Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall only become part of the contract if we have expressly agreed to their applicability in writing. This requirement for consent also applies if the Customer refers to their general terms and conditions when placing the order and KUSSMAUL does not expressly object to this.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information contained in our order confirmation shall take precedence over the GTCS. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

(5) Legally relevant declarations and notifications by the Customer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Writing within the meaning of this GTCS includes both written and text form (e.g. letter, email, fax). Legal formal requirements and further evidence, particularly in cases of doubt regarding the legitimacy of the declarant, remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly excluded in these GTCS.

Section 2 Conclusion of contract

(1) Offers made by KUSSMAUL are subject to change and non-binding. 

(2) If the Customer orders the goods, this is considered a binding offer of contract. Unless otherwise specified in the order, KUSSMAUL shall be entitled to accept this contract offer within 10 days of its receipt by KUSSMAUL.

(3) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Customer.

Section 3 Delivery period and delay in delivery

(1) The delivery period shall be agreed individually or specified by KUSSMAUL upon acceptance of the order. 

(2) If KUSSMAUL is unable to meet binding delivery deadlines for reasons beyond its control (non-availability of the service), KUSSMAUL shall inform the Customer of this immediately and at the same time notify them of the expected new delivery deadline. If the service is still unavailable within the new delivery period, KUSSMAUL shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the Customer. Non-availability of the service shall be deemed to exist, for example, in the event of late delivery by KUSSMAUL’s supplier, if KUSSMAUL has concluded a congruent covering transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if KUSSMAUL is not obliged to procure the goods in individual cases.

(3) The occurrence of a delay in delivery on the part of KUSSMAUL shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Customer is required. If KUSSMAUL is in default of delivery, the Customer may demand lump-sum compensation for the damage caused by the delay. The flat-rate compensation for damages shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay, but shall not exceed a total of 5% of the delivery value of the goods delivered late. KUSSMAUL reserves the right to prove that the Customer has not incurred any damage or has incurred significantly less damage than the above lump sum.

(4) The rights of the Customer pursuant to Section 8 of these GTCS and the statutory rights of KUSSMAUL, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

Section 4 Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be ex works from KUSSMAUL, which shall also be the place of performance for the delivery and any subsequent performance. At the Customer’s request and expense, the goods will be shipped to another destination (sale by delivery). Unless otherwise agreed, KUSSMAUL shall be entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) itself.

(2) The risk of potential loss and accidental deterioration of the goods shall pass to the Customer at the latest upon delivery. In the case of mail order purchases, however, the risk of potential loss and accidental deterioration of the goods, as well as the risk of delay, shall pass to the carrier, the freight forwarder or any other person or institution designated to carry out the shipment upon delivery of the goods to the carrier, freight forwarder or 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 governing contracts for work and services shall apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed to have taken place if the Customer is in default of acceptance.

(3) If the Customer is in default of acceptance, fails to cooperate or delays our delivery for other reasons for which the Customer is responsible, KUSSMAUL shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). 

Section 5 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, the prices of KUSSMAUL valid at the time of conclusion of the contract shall apply, ex works, plus statutory value added tax.

(2) In the case of mail order purchases (Section 4 (1)), the Customer shall bear the transport costs ex works. Any customs duties, fees, taxes and other public charges shall be borne by the Customer.

(3) The purchase price is due and payable to KUSSMAUL within 30 days of invoicing and delivery or acceptance of the goods.

However, KUSSMAUL is 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. KUSSMAUL shall declare any such reservation at the latest upon confirmation of the order.

(4) Upon expiry of the above payment period, the Customer shall be in default. Interest shall be charged on the purchase price or remuneration at the applicable statutory default interest rate during the period of default. KUSSMAUL reserves the right to claim further damages caused by default. KUSSMAUL’s claim to commercial interest on arrears (Section 353 of the German Commercial Code) against merchants remains unaffected.

(5) The Customer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the Customer’s counter-rights, in particular in accordance with Section 7 (6) sentence 2 of these GTCS, remain unaffected.

(6) If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is at risk due to the Customer’s inability to pay, KUSSMAUL shall be entitled to refuse performance in accordance with the statutory provisions and – if necessary, after setting a deadline – to withdraw from the contract (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (custom-made products), KUSSMAUL may declare its withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

Section 6 Retention of title

(1) Until all current and future claims of KUSSMAUL arising from the contract and/or an ongoing business relationship between KUSSMAUL and the Customer (secured claims) have been paid in full, KUSSMAUL retains ownership of the goods/products delivered by KUSSMAUL.

(2) The services/goods with a retained title products may not be pledged to third parties nor assigned as a security until the secured claims have been paid in full. The Customer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. seizures) have access to goods/products belonging to KUSSMAUL.

(3) In the event of breach of contract by the Customer, in particular non-payment of the purchase price due, KUSSMAUL shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The demand for surrender does not simultaneously constitute a declaration of withdrawal; rather, KUSSMAUL is entitled to demand only the return of the goods and to reserve the right to withdraw. If the Customer does not pay the purchase price due, KUSSMAUL may only assert these rights if KUSSMAUL has set an appropriate payment period for the Customer beforehand or if such a deadline is expendable according to the legal regulations.

(4) Until revoked in accordance with (c) below, the Customer is authorised to resell and/or process the goods/products subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

(a) The retention of title extends to the full value of the products created by processing, mixing or combining KUSSMAUL’s goods/products, we being the manufacturer. If a retention right remains after processing, mixing and assembling third party goods/products, KUSSMAUL shall acquire joint ownership in relation to the invoice value of the processed, mixed and assembled goods/products. In all other cases, the same shall apply to the resulting product as to goods delivered with a retention of title.

(b) The Customer shall already transfer to the supplier the payment claims against third parties resulting from the sale of goods or products as a security, either in full or up to the KUSSMAUL’s potential shared ownership according to the section above. KUSSMAUL accepts the assignment. The Customer’s duties as set out under 2 shall still apply irrespective of the transferred claims.

(c) In addition to KUSSMAUL, the Customer remains authorised to collect the claim. KUSSMAUL undertakes not to collect the claim as long as the Customer meets its payment obligations to KUSSMAUL, there is no deficiency in its ability to pay and we do not assert our retention of title by exercising a right in accordance with paragraph 3. If this is the case, however, KUSSMAUL may demand that the Customer informs KUSSMAUL of the assigned claims and their debtor, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case, KUSSMAUL shall be entitled to revoke the Customer’s authority to further sell and process the goods/products subject to retention of title.

(d) If the realisable value of the collateral exceeds our claims by more than 10%, KUSSMAUL shall release collateral of its choice at the Customer’s request.

Section 7 Customer’s claims for defects

(1) Unless otherwise specified below, the statutory provisions shall apply to the Customer’s rights in the event of material defects and defects of title (including incorrect and short delivery and improper assembly/installation). The statutory provisions governing the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) shall remain unaffected only insofar as they apply to the specific contractual relationship. In all cases, the statutory provisions governing the sale of consumer goods (Sections 474 et seq. of the German Civil Code (BGB)) and the Customer’s rights arising from separately issued guarantees, in particular those provided by the manufacturer, remain unaffected.

(2) KUSSMAUL’s liability for defects is based primarily on the agreement made regarding the quality and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer information that are the subject of the individual contract or goods/products publicly announced by us (in particular in catalogues or on our website) at the time of conclusion of the contract shall be deemed to be quality agreements in this sense. If no condition was agreed, the presence or absence of a defect shall be determined based on the statutory regulations (Section 434 (3) BGB). Public statements made by the manufacturer or on its behalf, particularly in advertising or on the product label, take precedence over statements made by other third parties.

(3) In the case of goods with digital elements or digital content, KUSSMAUL shall only be obliged to provide and update them if this has been expressly agreed. KUSSMAUL accepts no liability for public statements made by third parties.

(4) KUSSMAUL shall not be liable for defects that the Customer is aware of at the time of conclusion of the contract or is unaware of due to gross negligence (Section 442 BGB). Furthermore, the Customer’s claims for defects presuppose that it has fulfilled its statutory obligations to inspect and give notice of defects (Sections 377, 381 of the German Commercial Code (HGB)). In the case of goods/products intended for installation or further processing, an inspection must always be carried out immediately prior to processing. If a defect becomes apparent upon delivery, inspection or at any later point in time, KUSSMAUL must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within ten (10) working days of delivery, and defects that are not apparent upon inspection must be reported in writing within the same period of time after discovery. If the Customer fails to carry out the proper inspection and/or notification of defects, KUSSMAUL’s liability for defects that are not reported, not reported in a timely manner or not reported properly is excluded in accordance with the statutory provisions. In the case of goods intended for installation, attachment or fitting, this shall also apply if the defect only became apparent after processing as a result of a breach of one of these obligations; in this case, the Customer shall have no claims for reimbursement of corresponding costs (“Removal and Installation Costs”).

(5) If the delivered item is defective, KUSSMAUL shall first provide entrepreneurs with warranty by, at KUSSMAUL’s option, either removing the defect (remedy) or delivering a defect-free item (replacement). If the type of subsequent performance chosen by KUSSMAUL is unreasonable for the Customer in individual cases, the Customer may reject it. KUSSMAUL’s right to refuse subsequent performance under the statutory conditions remains unaffected.

(6) KUSSMAUL shall be entitled to make the subsequent performance owed conditional upon the Customer paying the purchase price due. However, the Customer shall be authorised to retain a part of the purchase price which is appropriate in view of the defect.

(7) The Customer shall give KUSSMAUL the time and opportunity required to provide the subsequent performance owed, and especially hand over the rejected goods for testing. In the event of a replacement delivery, the Customer must return the defective item to KUSSMAUL at KUSSMAUL’s request in accordance with the statutory provisions; however, the Customer has no right to demand a return. Subsequent performance shall not include the removal, dismantling or de-installation of the defective item, nor the installation, fitting or addition of a non-defective item, if KUSSMAUL was not originally obliged to provide these services. The Customer’s claims for reimbursement of corresponding costs (“Removal and Installation Costs”) remain unaffected.

(8) KUSSMAUL shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any Removal and Installation Costs, in accordance with the statutory provisions and these GTC, if a defect actually exists. Otherwise, KUSSMAUL may demand reimbursement from the Customer for the costs incurred as a result of the unjustified request to remedy the defect if the Customer knew or could have recognised that there was in fact no defect.

(9) In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the Customer has the right to remedy the defect themselves and to demand that KUSSMAUL reimburse them for the objectively necessary expenses incurred in doing so. KUSSMAUL must be notified immediately, if possible in advance, of any such independent action. The right to such independent action does not apply if KUSSMAUL would be entitled to refuse corresponding subsequent performance in accordance with the statutory provisions.

(10) 10) If a reasonable period set by the Customer for subsequent performance has expired without success or is dispensable according to the statutory provisions, the Customer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right of withdrawal in the case of an insignificant defect.

(11) The Customer’s claims for reimbursement of expenses pursuant to Section 445a (1) of the German Civil Code (BGB) shall be governed by the statutory provisions. These claims shall not be excluded. Claims by the Customer for damages or reimbursement of futile expenses (Section 284 BGB) shall only exist in the event of defects in the goods in accordance with Sections 8 and 9 below.

Section 8 Other liability

(1) Unless otherwise specified in these GTC, including the following provisions, KUSSMAUL shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2) KUSSMAUL shall be liable for damages – regardless of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, KUSSMAUL shall only be liable, subject to statutory limitations of liability (e.g. diligence in its own affairs; insignificant breach of duty),

a) for damages resulting from injury to life, limb od health,

b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely); in this case, however, KUSSMAUL’s liability shall be limited to compensation for the foreseeable, typically occurring damage.

(3) The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons (including for their benefit) for whose fault KUSSMAUL is responsible in accordance with statutory provisions. They shall not apply if (i) a defect has been fraudulently concealed or a guarantee has been given for the quality of the goods and (ii) for claims by the Customer under the Product Liability Act.

(4) In the event of a breach of duty that does not constitute a defect, the Customer may only withdraw from the contract or terminate it if KUSSMAUL is responsible for the breach of duty. The Customer’s right to terminate the contract at will (in particular in accordance with Sections 650 and 648 of the BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

Section 9 Limitation period

(1) Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) The above limitation period under sales law also applies to contractual and non-contractual claims for damages by the Customer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the Customer pursuant to Section 8 (2) sentences 1 and 2 (a) and pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

Section 10 Choice of law and place of jurisdiction

(1) These GTCS and the contractual relationship between KUSSMAUL and the Customer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the Customer is a businessman within the meaning of HGB, a legal entity under public law or a special fund under public law, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of KUSSMAUL in D-71384 Weinstadt. The same applies if the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, KUSSMAUL shall also be entitled in all cases to bring legal action at the place of performance of the delivery obligation in accordance with these GTCS or a prior individual agreement, or at the Customer’s general place of jurisdiction. Priority legal provisions, in particular those relating to exclusive competences, remain unaffected.

Section 11 Compliance and Code of Conduct

The Customer undertakes to comply with all applicable laws and regulations, in particular those relating to anti-corruption, antitrust law and the protection of human rights and the environment, within the scope of its business relationship with KUSSMAUL. KUSSMAUL shall be entitled to withdraw from the contract or terminate it without notice in the event of serious breaches of these obligations.  

Section 12 Confidentiality

KUSSMAUL and the Customer undertake to treat all confidential information that becomes known to them within the scope of the business relationship, in particular technical documents, business and trade secrets, as confidential even after termination of the contract and not to make it accessible to third parties, unless there is a legal obligation to disclose it.

Section 13 Export control and sanctions

The fulfilment of the contract is subject to there being no obstacles due to national or international foreign trade regulations, embargoes or other sanctions. The Customer undertakes to comply with all relevant export and re-export control regulations.

Section 14 IT security

When communicating with KUSSMAUL electronically, the Customer is obliged to comply with appropriate technical and organisational measures for IT security, in particular to prevent malware and unauthorised access.

Section 15 Severability clause

Should any provision of these GTCS be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of an invalid or unenforceable provision, a provision shall be deemed to have been agreed which comes closest to the economic purpose intended by KUSSMAUL and the Customer. The same applies in the event of regulatory gaps.

General Terms and Conditions of Purchase

Bernd Kußmaul GmbH

Version: 02/2026

Section 1 Scope, form

(1) These General Terms and Conditions of Purchase (GTCP) apply to all business relationships of Bernd Kußmaul GmbH (hereinafter referred to as: “KUSSMAUL”) with its supplier(s) (hereinafter referred to as: “Supplier”).

These GTCP apply only if the Supplier is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

(2) The GTCP apply in particular to contracts for the sale and/or delivery of movable goods (“Goods”), regardless of whether the Supplier manufactures the goods itself or purchases them from other suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTCP in the version valid at the time of the order by KUSSMAUL or, in any case, in the version last communicated to the Supplier in text form shall also apply as a framework agreement for similar future contracts without KUSSMAUL having to refer to them again in each individual case.

(3) These GTCP apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Supplier shall only become part of the contract if and to the extent that KUSSMAUL has expressly agreed to their validity in writing. Tacit consent is excluded. This requirement for consent applies in all cases, for example even if the Supplier refers to its general terms and conditions in the order confirmation and KUSSMAUL does not expressly object to this.

(4) Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information contained in our order shall take precedence over the GTCP. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

(5) Legally relevant declarations and notifications by the Supplier in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made at least in writing. Writing within the meaning of this GTCP includes both written and text form (e.g. letter, email, fax). Legal formal requirements and further evidence, particularly in cases of doubt regarding the legitimacy of the declarant, remain unaffected.

(6) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions therefore apply insofar as they are not directly amended or expressly excluded in these GTCP.

Section 2 Conclusion of contract

(1) Orders placed with KUSSMAUL shall only be deemed binding once they have been submitted or confirmed in writing. The Supplier must notify KUSSMAUL of any obvious errors (e.g. typing and calculation errors) and omissions in the order, including the order documents, for the purpose of correction or completion prior to acceptance; otherwise, the contract shall be deemed not to have been concluded.

(2) The Supplier is obliged to confirm our order in writing without delay or, in particular, to execute it without reservation by dispatching the goods (acceptance).

(3) Late acceptance shall be deemed a new offer and requires acceptance by KUSSMAUL.

Section 3 Delivery time and delivery delay

(1) The delivery time specified by KUSSMAUL in the order is binding. The Supplier is obliged to inform KUSSMAUL immediately in writing if, for whatever reason, it is unlikely to be able to meet the agreed delivery times.

(2) If the Supplier fails to deliver its service, does not do so within the agreed delivery period, or if it is in default, KUSSMAUL’s rights – in particular to withdrawal and compensation – shall be determined in accordance with the statutory provisions. The provisions in paragraph 3 remain unaffected.

(3) If the Supplier is in default, we may – in addition to further legal claims – demand lump-sum compensation for our damage caused by the delay in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late. We reserve the right to prove that higher damages have been incurred. The Supplier reserves the right to prove that no damage or only significantly less damage has been incurred.

Section 4 Performance, delivery, transfer of risk, default of acceptance

(1) The Supplier is not entitled to have the service owed by it performed by third parties (e.g. subcontractors) without our prior written consent. The Supplier bears the procurement risk for its services, unless otherwise agreed in individual cases (e.g. restriction to stock).

(2) Delivery within Germany shall be “Delivered at Place (DAP)” to the destination specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to our registered office in Weinstadt. The respective destination is also the place of performance for the delivery and any subsequent performance (obligation to deliver).

(3) The delivery must be accompanied by a delivery note stating the date (of issue and dispatch), the contents of the delivery (item number and quantity) and our order reference (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment.  

(4) The risk of accidental loss and accidental deterioration of the goods shall pass to us upon delivery at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall apply mutatis mutandis to acceptance. The handover or acceptance shall be deemed to have taken place if we are in default of acceptance.

(5) The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Supplier must also expressly offer us its services if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Supplier may demand compensation for its additional expenses in accordance with the statutory provisions (Section 304 of the German Civil Code (BGB)). If the contract relates to a non-fungible item to be manufactured by the Supplier (custom-made product), the Supplier shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.

Section 5 Prices and terms of payment

(1) The price stated in the order is binding. All prices include statutory value added tax, unless this is shown separately.

(2) Unless otherwise agreed in individual cases, the price shall include all services and ancillary services provided by the Supplier (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance).

(3) The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If KUSSMAUL makes payment within 10 calendar days, the Supplier shall grant KUSSMAUL a 2% discount on the net amount of the invoice. In the case of bank transfers, payment shall be deemed to have been made on time if the transfer order is received by KUSSMAUL’s bank before the expiry of the payment deadline; KUSSMAUL shall not be responsible for any delays caused by the banks involved in the payment process.

(4) KUSSMAUL shall not owe any interest on arrears. The statutory provisions apply to late payments.

(5) KUSSMAUL is entitled to set-off and retention rights as well as the defence of non-performance of the contract to the extent permitted by law. KUSSMAUL shall in particular be entitled to withhold due payments as long as KUSSMAUL still has claims against the Supplier arising from incomplete or defective services.

(6) The Supplier shall only have a right of set-off or retention in respect of legally established or undisputed counterclaims. A prohibition on offsetting disputed or non-legally established claims is permissible and complies with Section 309 No. 3 of the German Civil Code (BGB).

Section 6 Confidentiality and retention of title

(1) KUSSMAUL reserves ownership rights and copyrights to illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents shall be used exclusively for the contractual service and shall be returned to KUSSMAUL upon request after completion of the contract. The documents must be kept confidential from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and legal regulations on the protection of secrets remain unaffected.

(2) The above provision shall apply mutatis mutandis to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items provided by KUSSMAUL to the Supplier for manufacturing purposes. Such items shall be stored separately at the Supplier’s expense and insured to an appropriate extent against destruction and loss, provided they are not processed.

(3) Any processing, mixing or combining (further processing) of items provided by the Supplier shall be carried out on behalf of KUSSMAUL. The same applies to further processing of the delivered goods by KUSSMAUL, so that KUSSMAUL is considered the manufacturer and acquires ownership of the product at the latest upon further processing in accordance with the statutory provisions.

(4) The transfer of ownership of the goods to KUSSMAUL must take place unconditionally and regardless of payment of the price. However, if KUSSMAUL accepts an offer of transfer of ownership from the Supplier in individual cases, conditional upon payment of the purchase price, the Supplier’s retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. KUSSMAUL remains authorised in the ordinary course of business, even before payment of the purchase price, to resell the goods with advance assignment of the resulting claim (alternatively, simple retention of title or extended to resale applies). This excludes all other forms of retention of title, in particular extended retention of title, transferred retention of title and retention of title extended to further processing.

Section 7 Defective delivery

(1) The statutory provisions and, exclusively in favour of KUSSMAUL, the following additions and clarifications shall apply to KUSSMAUL’s rights in the event of material defects and defects of title in the goods (including incorrect and short deliveries as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the Supplier.

(2) In accordance with the statutory provisions, the Supplier shall be liable in particular for ensuring that the goods have the agreed quality at the time of transfer of risk to us. In any case, the product descriptions that are the subject of the respective contract – in particular through designation or reference in KUSSMAUL’s order – or that have been incorporated into the contract in the same way as these GTC shall be deemed to be an agreement on the quality. It makes no difference whether the product description comes from KUSSMAUL, the Supplier or the manufacturer.

(3) In the case of goods with digital elements or other digital content, the Supplier shall be obliged to provide and update the digital content in any case to the extent that this results from a quality agreement in accordance with paragraph 2 or other product descriptions by the manufacturer or on its behalf, in particular on the Internet, in advertising or on the product label.

(4) KUSSMAUL is not obliged to inspect the goods or make special enquiries about any defects upon conclusion of the contract. In partial deviation from Section 442 (1) sentence 2 of the German Civil Code (BGB), KUSSMAUL shall therefore be entitled to claims for defects without restriction even if KUSSMAUL was unaware of the defect at the time of conclusion of the contract as a result of gross negligence.

(5) The statutory provisions (Sections 377, 381 of the German Commercial Code (HGB)) apply to the commercial obligation to inspect and give notice of defects, subject to the following proviso: KUSSMAUL’s obligation to inspect is limited to defects that are apparent during KUSSMAUL’s incoming goods inspection upon external examination, including the delivery documents (e.g. transport damage, incorrect or short delivery) or that are recognisable during KUSSMAUL’s quality control by sampling. If acceptance has been agreed, there is no obligation to inspect. Furthermore, it depends on the extent to which an investigation is feasible in the ordinary course of business, taking into account the circumstances of the individual case. KUSSMAUL’s obligation to give notice of defects discovered at a later date remains unaffected. Notwithstanding our obligation to inspect, the complaint (notification of defects) by KUSSMAUL shall in any case be deemed to have been made immediately and in good time if it is sent within five (5) working days of discovery or, in the case of obvious defects, of delivery.

(6) Subsequent performance also includes the removal of the defective goods and their reinstallation, provided that the goods were installed in or attached to another item in accordance with their nature and intended use before the defect became apparent; KUSSMAUL’s statutory claim for reimbursement of corresponding expenses (removal and installation costs) remains unaffected.

The Supplier shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, as well as any removal and installation costs, even if it transpires that there was in fact no defect. KUSSMAUL’s liability for damages in the event of unjustified requests for the rectification of defects remains unaffected; however, KUSSMAUL shall only be liable in this respect if KUSSMAUL recognised or, through gross negligence, failed to recognise that no defect existed.

(7) Notwithstanding the statutory rights of KUSSMAUL and the provisions in paragraph 5, the following shall apply: If the Supplier fails to fulfil its obligation to remedy the defect – at our discretion either by rectifying the defect (repair) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by KUSSMAUL, KUSSMAUL may remedy the defect itself and demand reimbursement from the Supplier for the necessary expenses or a corresponding advance payment. If the Supplier’s subsequent performance has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety or imminent disproportionate damage), no deadline need be set; KUSSMAUL shall inform the Supplier of such circumstances without delay, if possible in advance.

(8) Furthermore, in the event of a material defect or defect of title, KUSSMAUL shall be entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. Furthermore, KUSSMAUL is entitled to compensation for damages and expenses in accordance with the statutory provisions.

(9) Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims for defects is 36 months from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 36-month limitation period also applies accordingly to claims arising from legal defects, whereby the statutory limitation period for claims for surrender of property (Section 438 (1) No. 1 BGB) remains unaffected.

(10) (10) The limitation periods under sales law, including the above extension, shall also apply – to the extent permitted by law – to all contractual and non-contractual claims for damages by KUSSMAUL based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a longer limitation period in individual cases.

(11) (11) The statutory limitation periods pursuant to Section 438 (1) Nos. 1 and 2, (3) and Section 634a (1) No. 2 of the German Civil Code (BGB) remain unaffected.

(12) (12) If claims are made against KUSSMAUL by third parties or authorities due to a defect in the goods delivered by the Supplier, the Supplier undertakes to indemnify KUSSMAUL against all third-party claims upon first request, insofar as it is responsible for the defect.

Section 8 Supplier recourse

(1) KUSSMAUL is entitled to the statutory claims for expenses and recourse within a supply chain (Supplier recourse pursuant to Sections 478, 445a, 445b and Sections 445c, 327(5) and 327u of the German Civil Code (BGB)) without restriction in addition to its claims for defects. KUSSMAUL shall in particular be entitled to demand from the Supplier precisely the type of subsequent performance (repair or replacement delivery) that KUSSMAUL owes its customer in the individual case; in the case of goods with digital elements or other digital content, this shall also apply with regard to the provision of necessary updates. This does not restrict KUSSMAUL’s statutory right of election (Section 439 (1) of the German Civil Code (BGB)).

(2) Before KUSSMAUL acknowledges or fulfils a claim for defects asserted by its customer (including reimbursement of expenses in accordance with Sections 445a (1), 439 (2), (3), (6) sentence 2, 475 (4) BGB) or fulfils it, KUSSMAUL shall notify the Supplier and request a written statement, briefly explaining the facts of the case. If a substantiated statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by KUSSMAUL shall be deemed to be owed to KUSSMAUL’s customer. In this case, the Supplier is responsible for providing evidence to the contrary.

(3) Claims by KUSSMAUL arising from Supplier recourse shall also apply if the defective goods have been connected to another product or further processed in any other way by KUSSMAUL, KUSSMAUL’s customer or a third party, e.g. through assembly, attachment or installation.

Section 9 Producer liability

(1) If the Supplier is responsible for product damage, it shall indemnify KUSSMAUL against third-party claims insofar as the cause lies within its sphere of control and organisation and it is liable in external relations.

(2) As part of its indemnification obligation, the Supplier shall reimburse expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) arising from or in connection with claims by third parties, including recall campaigns carried out by KUSSMAUL. KUSSMAUL shall inform the Supplier of the content and scope of recall measures – as far as possible and reasonable – and give the Supplier the opportunity to comment. Further legal claims remain unaffected.

(3) The Supplier shall take out and maintain product liability insurance with a lump sum coverage of at least EUR 5.0 million (in words: five million euros) per personal injury/property damage.

Section 10 Limitation period

(1) The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise specified below.

(2) Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims for defects is 3 months from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The three-year limitation period also applies accordingly to claims arising from legal defects, with the statutory limitation period for third-party claims for surrender of property remaining unaffected (Section 438 (1) No. 1 BGB). Furthermore, claims arising from legal defects shall not become time-barred in any case as long as the third party can still assert the right against KUSSMAUL, in particular due to the absence of a limitation period.

(3) The limitation periods under sales law and contract law, including the above extension, apply – to the extent permitted by law – to all contractual claims for defects. Insofar as KUSSMAUL is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (Sections 195, 199 BGB) shall apply, unless the application of the limitation periods in individual cases leads to a longer limitation period.

Section 11 Choice of law and place of jurisdiction

(1) These GTC and the contractual relationship between KUSSMAUL and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the Supplier is a businessman in the sense of the Commercial Code, a legal entity according to public law or a special fund under public law, KUSSMAUL’s place of business in D-71384 Weinstadt shall be the exclusive – including international – jurisdiction for all disputes arising from the contractual relationship. The same applies if the Supplier is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, KUSSMAUL shall also be entitled in all cases to bring legal action at the place of performance of the delivery obligation in accordance with these GTCP or a prior individual agreement, or at the Supplier’s general place of jurisdiction. Priority legal provisions, in particular those relating to exclusive competences, remain unaffected.

Section 12 Supply chain due diligence and sustainability

The Supplier undertakes to comply with the statutory due diligence obligations in the supply chain in accordance with the Supply Chain Due Diligence Act (LkSG) and all minimum standards relating to environmental and human rights. In the event of breaches, KUSSMAUL shall be entitled to withdraw from the contract or terminate it without notice.

Section 13 Confidentiality and data protection

The Supplier undertakes to use all confidential information and personal data received within the scope of the business relationship in accordance with the statutory provisions and exclusively for the purpose of fulfilling the contract.

Section 14 Severability clause

Should any provision of these GTCP be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of an invalid or unenforceable provision, a provision shall be deemed to have been agreed which comes closest to the economic purpose intended by KUSSMAUL and the Supplier. The same applies in the event of regulatory gaps.