§ 1 Scope:

1. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of

• Section 310 (1) of the German Civil Code (BGB). We will only acknowledge any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale if we have expressly agreed to their validity in writing.

2. These General Terms and Conditions of Sale apply to all current and future contracts that we conclude with the purchaser, provided they are transactions of a similar nature.
3. Individually agreed contracts with the purchaser (including side agreements, supplements and amendments) shall always take precedence over these terms and conditions. Unless proven otherwise, the content of such agreements shall be governed by a written contract or our written confirmation.
4. We reserve the right to make changes and improvements to our articles provided that these are reasonable for the purchaser in consideration of our interests.
5. The rights of the purchaser arising from the contract may only be transferred with our prior consent.
6. The purchaser is obliged to inform us of the legal, official and other regulations, conditions and standards applicable at the place of installation of the subject of the contract, in particular those relating to the execution of the delivery, assembly, operation, health and accident prevention, foreign exchange law restrictions on export or import, as well as any and all official regulations which may delay or prevent delivery; the purchaser is liable for any consequences arising from the lack of necessary approvals.

 

§ 2 Offer and Conclusion of Contract:

1. If an order is to be regarded as an offer according to Section 145 BGB, we can accept it within two weeks.

 

§ 3 Prices and Payment Terms:

1. The price valid on the day of delivery or service, plus statutory value added tax, shall apply unless a different price agreement has been made. Prices are ex works plus packaging and transport costs, possible transport insurance as well as assembly, customs duties and freight. The validity of each offer can be found in the respective quotation. We are bound by the stated prices and information for a maximum of six months unless otherwise agreed. If free delivery is agreed, this applies free to the purchaser’s (recipient’s) receiving station, excluding cartage. Additional costs and risks due to a particular shipping method requested by the purchaser (e.g. express goods, expedited goods, air freight) are at their expense, as are costs for requested partial deliveries. For shipment with our own vehicle, a share of the freight costs will be charged.
2. Taxes, contract fees, stamp, export, import and execution fees, customs and customs fees, official fees and the like shall be borne by the purchaser.
3. The prices stated in the order confirmation are binding for delivery within four months after conclusion of contract. For later delivery dates, we are entitled to increase prices if circumstances change after the contract is signed, in particular in the case of increases in raw material prices, wages, associated wage costs and/or transport costs. Price changes are permissible only to the extent and for the compensation of the specified increases.
4. The withholding of payments by the purchaser is excluded unless counterclaims arise from another contractual relationship. If the counterclaim is based on the same contractual relationship, withholding of payment is permitted only if the counterclaims are undisputed or have been legally established.
5. In the event of delay in payment of a claim, we are entitled to withhold deliveries or other services from all contracts with the purchaser until all claims against the purchaser have been fully settled. After unsuccessful expiry of a payment deadline set for the purchaser, LockTec is entitled to withdraw from any contracts not yet fulfilled. The right to assert additional default damages is reserved.
6. Outstanding amounts in default shall bear interest at 9 percentage points above the respective base interest rate of the Deutsche Bundesbank, subject to the assertion of further damages.
7. Incoming payments that are not specifically assigned to an invoice number shall always be credited against the oldest debt.
8. Invoice amounts are payable without deduction within 30 days from the invoice date, unless otherwise agreed, and are to be settled in EURO, unless other terms are agreed. Timely payment depends on the receipt of the amount at our unrestricted disposal. Failure to comply with the payment deadline or incomplete payment will result in default without the need for notice.

 

§ 4 Intellectual Property and Industrial Property Rights:

1. We reserve ownership and copyright in the documents belonging to the particular offer, such as technical drawings, illustrations, brochures, etc. – also in electronic form – which have been created or developed by us. They may not be made available to third parties unless we expressly agree in writing. They must also be returned to us upon request.

 

Software source codes and design data are generally not part of the offer and will not be supplied.

 

§ 5 Transfer of Risk – Warranty – Claims for Damages:

1. Shipment is always at the purchaser’s risk and—unless otherwise agreed—at the purchaser’s expense. Risk of accidental loss or deterioration passes to the purchaser upon delivery of goods to the carrier, but at the latest upon leaving our factory. For delivery by our vehicles and staff, risk transfers upon completion of loading. For delivery delays not attributable to us, all risk passes to the purchaser upon the purchaser being notified the goods are ready for dispatch.
2. The purchaser’s warranty rights require that they have properly complied with the inspection and notification obligations set out in Section 377 of the German Commercial Code (HGB).
3. The purchaser is obligated to check the relevant characteristics of the goods upon delivery for visible defects and to notify us in writing without delay, within eight days, of visible and/or discovered defects. The day of delivery or completed assembly by LockTec counts as the relevant date.
4. Warranty claims for non-obvious defects expire 12 months after delivery of the goods to our customer. Our approval must be obtained prior to any return of goods.
5. If, despite all due care, the delivered goods show a defect that already existed at the time of risk transfer, we will, subject to timely notification of defects, either remedy the defect or supply a replacement at our discretion. We must always be given the opportunity to provide rectification within a reasonable period; otherwise, we are exempted from warranty liability.
6. If supplementary performance fails, the purchaser may—without prejudice to any claims for damages—withdraw from the contract or reduce the payment.
7. LockTec accepts no liability for damages or defects arising particularly from the following:
   
   – Unsuitable or improper use
   – Incorrect assembly or commissioning by the purchaser or third parties appointed by them
   – Natural wear and tear
   – Use of non-original LockTec spare parts and consumables
   – Faulty or negligent handling
   – Unsuitable operating equipment, cleaning agents
   – Defective construction work, unsuitable building ground
   – Chemical, electrochemical or electrical influences not attributable to LockTec
   
   
8. There are no defect claims for insignificant deviation from the agreed quality (e.g. minor deviations in dimensions, weight, thickness, color, anodizing, and construction), for only insignificant impairment of usability, for natural wear or damage occurring after risk transfer due to faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction, unsuitable ground or due to special external influences not envisaged by the contract. If the purchaser or third parties carry out improper repairs or alterations, there are no claims for these and the resulting consequences. Reimbursement of costs for work carried out by third parties cannot be demanded from LockTec.
9. The purchaser’s claims for expenditures required for supplementary fulfillment, particularly transport, travel, labor, and material costs, are excluded to the extent that such expenses are increased because the goods delivered by us have subsequently been moved to a place other than the purchaser’s branch, unless the transfer accords with their intended use.
10. The purchaser may not refuse acceptance of the delivery due to the presence of defects.

 

§ 6 Other Liability:

1. Unless otherwise provided in these general terms and conditions or in the following provisions, we are liable for breaches of contractual and non-contractual obligations according to statutory provisions.
2. We are liable for compensation—regardless of the legal grounds and within the scope of fault-based liability—for intent and gross negligence. For simple negligence, we are liable—subject to legal limitations of liability (e.g. diligence in one’s own affairs; minor breach of duty)—only…
   a) for damages arising from injury to life, body, or health,
   b) for damages arising from breach of an essential contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner may regularly rely); in this case, our liability is limited to the foreseeable, typically occurring damage.
   c) The limitations of liability set forth in para. 2 also apply to breaches of duty by or in favor of persons for whose negligence we are responsible under statutory provisions. They do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods, and for claims of the purchaser under the Product Liability Act.

 

§ 7 Delivery Times and Deadlines:

1. Unless expressly stated otherwise in the order confirmation, the specified delivery dates are non-binding and LockTec will make every effort to meet them. However, no guarantee is provided for compliance.
2. Upon receipt of the signed approval drawing, signed order confirmation, and down payment, the delivery period begins. Fulfillment of the delivery period requires resolution of all technical execution details, including provision of all necessary documents from the customer and receipt of a contractually-agreed down payment.
3. If the purchaser is in default of acceptance or deliberately breaches other obligations to cooperate, we are entitled to claim damages incurred, including any additional expenses. Further claims remain reserved. If the above conditions apply, the risk of accidental loss or deterioration of the purchased item passes to the purchaser at the time when the purchaser is in default of acceptance or debtor’s delay.
4. The agreed delivery period is extended, without prejudice to our rights in the event of delay, by at least the period needed by the purchaser to fulfill their obligations under the contract. After that, the delivery time is subject to capacity available to LockTec.
5. If LockTec fails to meet a firmly agreed, written delivery deadline, the purchaser is entitled to give written notice of a reasonable extension. If LockTec fails to meet even the extension, the purchaser is entitled to the statutory rights and may withdraw from the contract. If requested by us, the purchaser is obliged to declare within a reasonable period whether they insist on LockTec’s performance of the contract or refuse performance due to the delay.
6. A delivery delay caused by circumstances or events not attributable to LockTec, such as traffic or operational disruptions, shortage of raw materials or energy, strike or lockout, and force majeure—as well as the occurrence of such events at our suppliers—releases LockTec for the duration of the hindrance and for a reasonable start-up time from the delivery obligation, if such events verifiably affect completion or delivery of the item. If provision becomes impossible for LockTec due to such circumstances, LockTec is entitled to withdraw from the contract in whole or in part.
7. If shipping is delayed at the customer’s request or for reasons attributable to the purchaser, we will charge storage costs, beginning one month after notification of readiness for shipment, at a rate of at least 0.5% of the invoice amount for each commenced month of storage in our factory. Further claims arising from delay remain unaffected. LockTec also reserves the right to withdraw from the contract and/or assert claims for damages. The contractual payment terms and payment obligations remain unaffected.
8. If the purchaser refuses delivery even after a reasonable extension, we are entitled—without prejudice to other claims—to claim liquidated damages for non-fulfillment amounting to 100% of the purchase price of the hardware. The purchaser is allowed to prove that LockTec did not incur any or only a minor loss. Our right to claim proven higher damages remains unaffected.

 

§ 8 Retention of Title:

1. We retain ownership of goods delivered by us, as well as of items resulting from their processing, until fulfillment of all present and future claims, including conditional and time-limited claims, arising from the business relationship against the purchaser, regardless of legal grounds. Claims secured in this sense include, in particular, the purchase price claim as well as costs incurred in connection with the conclusion and execution of the contract, maintenance of the purchased item, and enforcement of our reserved rights. These include, in particular: acceptance, shipping, and packaging costs, due date/default interest, storage, accommodation, and insurance costs, and those incurred in the judicial or extrajudicial assertion of our rights. In contracts with entrepreneurs, we are entitled to assert rights under retention of title without withdrawing from the contract in the event of payment default by the purchaser.
2. The purchaser is obliged, as long as ownership has not yet transferred, to handle the goods carefully and store them securely. As long as ownership has not transferred, the purchaser must notify us in writing without delay if the delivered item is seized or otherwise affected by third-party intervention. If the third party cannot reimburse us for the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO, the purchaser shall be liable for the loss incurred.
3. If the purchaser does not fulfill their contractual obligations to us, we are entitled to demand the return of the reserved goods. The purchaser has no right of possession in this regard. In the event of return, all costs, including those of re-delivery, shall be borne by the purchaser. In this case, the purchaser must also compensate for any loss of value, even if not at fault. The right to claim further damages remains reserved. LockTec is entitled to inspect at any time the condition and existence of goods subject to retention of title and for this purpose to have the relevant storage areas of the purchaser entered by a person authorized by LockTec. For goods sold under extended retention of title, LockTec must be granted access to the accounts. Sale of such goods is not permitted without prior written consent from LockTec.
4. If reserved goods are sold by the purchaser together with their own or third-party goods (e.g. software) in unprocessed condition, the purchaser herewith assigns to us the resulting claim up to the value of the reserved goods. If the portion of the purchase price corresponding to our reserved goods exceeds the value of our reserved goods, LockTec is entitled to the excess amount.
5. If reserved goods are processed, we are considered the manufacturer and acquire ownership of the new item, without any claims arising to the purchaser from this legal transfer. If processing is carried out together with other materials, we acquire co-ownership of the manufactured item in proportion to the gross invoice value of the reserved goods to that of the other materials.
6. If the contracts concluded by the purchaser as part of resale of the reserved goods are invalid or void, the purchaser already now assigns to us the statutory claims to which they are entitled in lieu of the assigned contractual claims, in particular enrichment claims, to the same extent.
7. If and to the extent that registration and/or fulfillment of other requirements is needed for the validity of the retention of title, the purchaser is obliged at their own expense to perform all necessary actions without delay and to make all required notifications.
8. LockTec undertakes to release the reserved goods and items or claims replacing them to the extent that their value exceeds the secured claims by more than 20%.
9. The costs of return shipment of reserved goods shall be borne by the purchaser, e.g. in the event of termination of contract or contract cancellation involving profit sharing.
10. If the purchaser’s obligations are settled via direct debit, all our rights under the retention of title regulations above remain valid as long as the debit can still be revoked, unless our rights continue to exist on the basis of the above regulations.

 

§ 9 Miscellaneous:

1. The place of performance and exclusive place of jurisdiction for all disputes arising out of this contract is the registered office of LockTec GmbH in D-96369 Hummendorf, unless otherwise stated in the order confirmation. This does not apply if the purchaser is not a company entered in the commercial register.
2. This contract and all legal relations of the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).