§ 1. Validity of the Conditions

1.1. The following general terms and conditions are intended exclusively for use in the commercial business transactions of ensutec Products GmbH and in its dealings with legal entities under public law or special funds under public law. The deliveries and services of ensutec Products GmbH are carried out exclusively on the basis of these terms and conditions. However, they also claim validity for all other commercial business relationships and legal relationships such as pre-contractual relationships, offers and order confirmations. These general terms and conditions apply exclusively between the parties. (Purchasing) conditions of the business partner that deviate from the general terms and conditions of ensutec Products GmbH do not become part of the contract even if the order is accepted. In the event that the business partner demands the validity of its general terms and conditions using a defense clause, the principle of congruence developed by case law shall apply.

1.2 The general terms and conditions of ensutec Products GmbH shall only apply to the extent that no provisions deviating from these general terms and conditions have been made within the framework of individual agreements.

 § 2. Offers and conclusion of contract

2.1. Offers contained in brochures, advertisements, etc. are subject to change and non-binding, including with regard to price information. The binding period of the offer can be found in the respective offer document.

2.2 Subsidiary agreements, changes, additions and/or other deviations from these terms and conditions are only valid if ensutec Products GmbH has given its consent to them. Such agreements must be made in writing.

2.3. Information in offers and/or order confirmations from ensutec Products GmbH that are based on an obvious error, namely a typo or calculation error, does not bind ensutec Products GmbH. Instead, the obviously intended declaration applies.

2.4. The offer documents, images, drawings, descriptions, operating instructions, samples and cost estimates of ensutec Products GmbH may not be passed on, published, reproduced or otherwise made available to third parties without their permission. The documents must be returned on request without retaining copies.

§ 3. Prices, price changes

3.1. All prices are exclusive of any applicable statutory sales tax at the applicable rate.

3.2 Prices do not include packaging, insurance and freight costs.

3.3.  If taxes, customs duties or other government charges are newly introduced or increased after the order has been confirmed, ensutec Products GmbH is entitled to pass on the resulting cost increases to the customer or to demand a new price determination.

§ 4. Delivery times

4.1 Delivery periods are subject to correct and timely self-supply, unless a binding delivery period has been agreed in writing.

4.2. If the delivery or service is delayed due to a circumstance for which ensutec Products GmbH, its legal representatives or vicarious agents are responsible, liability shall be in accordance with the statutory provisions. In the case of slight negligence, liability is limited to the foreseeable damage typical for the contract. This principle applies in particular in the case of force majeure, strikes, lockouts, official orders, etc., even if these obstacles occur at suppliers of ensutec Products GmbH or their subcontractors. The duration of a grace period to be set by the customer in the event of a delay in performance in accordance with the statutory provisions is set at eight weeks, which begins when the grace period is received by ensutec Products GmbH.

§ 5. Shipping and transfer of risk

5.1. The risk is transferred to the customer as soon as the shipment has been handed over to the person carrying out the transport or has left the ensutec Products GmbH factory for the purpose of dispatch. If the shipment is delayed or not carried out at the customer's request, the risk is transferred to him when the readiness for dispatch is reported.

5.2. At the customer’s request, deliveries will be insured in his name and at his expense.

§ 6. Claims for Defects

6.1. If the service provided by ensutec Products GmbH or the delivery item is defective, ensutec Products GmbH may, at its discretion, supply a replacement or remedy the defect. Multiple repairs - usually two - are permitted within a reasonable period of time.

6.2. The purchaser's right to assert claims for defects shall expire in all cases from the time of transfer of risk within 12 months in 8-hour operation, unless a longer period is mandatory by law. If the purchaser is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), sections 6.3 and 6.4 shall apply in addition.

6.3. Obvious defects in work can no longer be claimed after acceptance. Otherwise, in order to maintain the purchaser's claims for defects, such defects must be reported to ensutec Products GmbH in writing immediately, but no later than two weeks after delivery. The defective items must be kept ready for inspection by ensutec Products GmbH in the condition in which they were at the time the defect was discovered.

6.4. Insignificant, reasonable deviations in dimensions and designs - especially in the case of repeat orders - do not give rise to complaints unless absolute compliance has been expressly agreed. Technical improvements and necessary technical changes are also deemed to be in accordance with the contract, provided they do not represent a deterioration in usability.

6.5. If operating or maintenance instructions from ensutec Products GmbH are not followed, changes are made to the products, parts are replaced or consumables are used that do not correspond to the original specifications, any warranty will be void if the customer does not refute a suitably substantiated claim that one of these circumstances caused the defect. Liability for normal wear and tear is excluded.

6.6 If subsequent performance fails within a reasonable period of time, the customer may, at his discretion, demand a reduction in the price or cancellation of the contract.

6.7. The above provisions of this paragraph do not apply to the sale of used items. Consumers have a one-year period for asserting claims for defects. If the purchaser is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), used items are delivered excluding any claims for defects.

6.8. If ensutec Products GmbH is available to the customer beyond its legal obligations to provide information regarding the use of its services, it shall only be liable in accordance with Section 7 if a special fee has been agreed for this.

§ 7. Limitation of Liability

Claims for damages arising from positive breach of contract, from negligence when concluding the contract and from unlawful acts that are not simultaneously based on the breach of a contractual main obligation by ensutec Products GmbH are excluded both against ensutec Products GmbH and against its vicarious agents, provided that the damage was not caused intentionally or through gross negligence. This does not apply to claims for damages arising from a lack of the contractually required suitability, which are intended to protect the customer against the risk of consequential damage caused by defects. Claims for damages under the law on liability for defective products (PrdHG) remain unaffected, as does liability for damage to life, body or health.

§ 8. Retention of title

8.1 Until all claims to which ensutec Products GmbH is entitled against the customer for any legal reason have been fulfilled, ensutec Products GmbH reserves title to the items delivered and manufactured (reserved items).

8.2. The customer is obliged to immediately notify ensutec Products GmbH in writing of any seizure of the reserved items and to inform the pledgees of the retention of title. The customer is not entitled to sell, give away, pledge or transfer as security the items delivered to him under retention of title - except in the cases of the following paragraphs.

8.3. If the delivery is made for a business operation maintained by the customer, the items may be resold as part of proper business management. In this case, the customer's claims against the buyer from the sale are already assigned to ensutec Products GmbH. If the items are resold on credit, the customer must in turn reserve title to his buyer. The customer hereby assigns the rights and claims arising from this retention of title to his buyer to ensutec Products GmbH.

8.4. Any processing or working of the reserved items by the customer shall be carried out by the customer free of charge for ensutec Products GmbH. If the reserved items are processed, combined, mixed or blended with other goods not belonging to ensutec Products GmbH, ensutec Products GmbH shall be entitled to the resulting co-ownership share in the new item in proportion to the factor value of the reserved items to the remaining processed goods at the time of processing, combining, mixing or blending.

8.5. If the customer acquires sole ownership of a new item, the contracting parties agree that the customer grants ensutec Products GmbH co-ownership of the new item in proportion to the factor value of the processed, combined, mixed or blended reserved items and stores them for the supplier free of charge. If the reserved items are resold together with other goods, regardless of whether they are processed, combined, mixed or blended, the advance assignment agreed in Section 3 above only applies to the amount of the factor value of the reserved items that were resold together with the other goods.

8.6. If reserved items are installed by the customer or on his behalf as essential components in the property of a third party, the customer hereby assigns to ensutec Products GmbH any claims for compensation arising from the third party or the person concerned, together with all ancillary rights, including the granting of a security mortgage.

8.7. If reserved items are incorporated as essential components into the purchaser’s property, the purchaser hereby assigns to ensutec Products GmbH any claims arising from the sale of the property or property rights, including all ancillary rights.

8.8. If the value of the securities existing for ensutec Products GmbH according to the above provisions exceeds the value of the claims of ensutec Products GmbH - not only temporarily - by a total of more than 20%, ensutec Products GmbH is obliged to release securities of its choice at the request of the customer.

8.9. If the customer breaches the contract, in particular if payment is delayed, ensutec Products GmbH is entitled to take back the delivered items after issuing a reminder and declaring withdrawal, and the customer is obliged to hand them over. If the customer fulfils the contract, ensutec Products GmbH must return the items.

§ 9. Payment

9.1. The payment terms and payment agreements of ensutec Products GmbH for invoicing can be found in the offer documents.

9.2. ensutec Products GmbH reserves the express right to reject checks or bills of exchange. Acceptance is always only on account of performance. Discount and bill of exchange fees are borne by the customer and are due immediately.

9.3. If ensutec Products GmbH becomes aware of circumstances that call the customer's creditworthiness into question, in particular if the customer does not cash a check or stops making payments, ensutec Products GmbH is entitled to demand payment of the entire remaining debt, even if it has accepted checks. In this case, ensutec Products GmbH is also entitled to demand advance payments or security.

9.4. If the customer definitively ceases payments and/or insolvency proceedings are initiated against his assets, ensutec Products GmbH is also entitled to withdraw from the part of the contract that has not yet been fulfilled.

9.5. Despite any contrary provisions of the customer, ensutec Products GmbH is entitled to initially offset payments against the customer's older debts. ensutec Products GmbH will inform the customer about this type of offsetting. If costs and interest have already been incurred, ensutec Products GmbH is entitled to initially offset the payment against the costs, then against the interest and finally against the main service.

9.6. If the customer defaults on payment, ensutec Products GmbH is entitled to charge the respective statutory default interest. Ensutec Products GmbH reserves the right to claim additional damages caused by default. In the aforementioned cases, the customer is free to prove that the damage was less, which will then be decisive.

9.7. Set-off by the customer is excluded unless the counterclaims are legally binding or not disputed by ensutec Products GmbH.

§ 10. Applicable law, place of jurisdiction, partial invalidity

10.1. These terms and conditions and the entire legal relationship between ensutec Products GmbH and the customer are subject to the laws of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods.

10.2. If the customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the registered office of ensutec Products GmbH shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

10.3. Should a provision in these terms and conditions be or become invalid or unenforceable, this shall not affect the validity of all other provisions and agreements between ensutec Products GmbH and the customer.

Langenenslingen, November 2022