1) Validity of the terms and conditions

I. All offers, deliveries and services of Koschaum GmbH are exclusively subject to these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon acceptance of the goods or services. Counter-confirmations of the buyer with reference to his terms and conditions of business or purchase are hereby rejected.

II. All agreements made between Koschaum GmbH and the purchaser for the purpose of executing this contract shall be set out in writing in this contract.

2) Offer and conclusion of contract

I. The offers of Koschaum GmbH are subject to change and non-binding. Declarations of acceptance and all orders require the written or telex confirmation of Koschaum GmbH to be legally effective.

II. Drawings, illustrations, dimensions or other performance data shall only be binding if this has been expressly agreed in writing.

III. The sales staff of Koschaum GmbH are not authorized to make verbal collateral agreements or to give verbal assurances that go beyond the content of the written contract.

3) Prices

I. Unless otherwise stated, Koschaum GmbH shall be bound by the prices contained in its offer for 30 days. The prices stated in the order confirmation of Koschaum GmbH plus the respective statutory value added tax shall be decisive. Additional deliveries shall be invoiced separately.

II. Unless otherwise agreed, the prices are ex works Abenberg including normal packaging and do not include the costs for freight, postage and the costs of any insurance, which will only be taken out at the express request of the buyer.

4) Payment

I. Unless otherwise agreed, Koschaum GmbH's invoices are payable 30 days after invoicing without deduction. A 2% discount shall be granted for payment within 8 days.

II. Koschaum GmbH shall be entitled to offset payments against the Buyer's older debts first, despite any provisions of the Buyer to the contrary, and shall inform the Buyer of the type of offsetting that has taken place. If costs and interest have already been incurred, Koschaum GmbH shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal claim.

III. A payment shall only be deemed to have been made when Koschaum GmbH can dispose of the amount. In the case of a cheque, payment shall only be deemed to have been made when the cheque has been cashed. Payment by bill of exchange requires the express consent of Koschaum GmbH. Acceptance shall only be on account of payment; discount and bill charges shall be borne by the Buyer and shall be due immediately.

IV. If the purchaser is in default, Koschaum GmbH shall be entitled to demand interest at a rate of 2% above the respective discount rate of the Deutsche Bundesbank as lump-sum compensation from the date in question. They shall be set lower if the Buyer can prove a lower charge; Koschaum GmbH shall be entitled to prove higher damages.

V. If Koschaum GmbH becomes aware of circumstances which call into question the creditworthiness of the Buyer, in particular if a cheque or bill of exchange is not honoured or the Buyer suspends payments, Koschaum GmbH shall be entitled to declare the entire remaining debt due, even if the Buyer has accepted cheques or bills of exchange. In this case, Koschaum GmbH shall also be entitled to demand advance payments or the provision of security.

VI. The purchaser is only entitled to set-off, retention or reduction, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the buyer is also entitled to withhold payment due to counterclaims arising from the same contractual relationship.

VII. Koschaum GmbH shall be entitled to make the delivery of the goods dependent on the provision of a letter of credit in the case of buyers with registered offices outside the Federal Republic of Germany.

5. Delivery and performance time

I. Delivery dates or periods, which can be agreed as binding or non-binding, must be in writing.

II. Koschaum GmbH shall not be responsible for delays in delivery and performance due to force majeure and due to events which make delivery considerably more difficult or impossible for Koschaum GmbH - this includes in particular strikes, lockouts, official orders, etc., even if they occur at Koschaum GmbH's suppliers or their subcontractors - even in the case of bindingly agreed deadlines and dates. They shall entitle Koschaum GmbH to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

III. If the hindrance lasts longer than 3 months, the buyer is entitled, after setting a reasonable period of grace, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if Koschaum GmbH is released from its obligation, the purchaser cannot derive any claims for damages from this. Koschaum GmbH can only invoke the aforementioned circumstances if it notifies the purchaser immediately.

IV. Koschaum GmbH is authorized to make partial deliveries and render partial services at any time.

V. Compliance with the delivery and performance obligations of Koschaum GmbH presupposes the timely and proper fulfilment of the Buyer's obligation.

VI. If the Buyer is in default of acceptance, Koschaum GmbH shall be entitled to demand compensation for the damage incurred; the risk of accidental deterioration and accidental loss shall pass to the Buyer upon the occurrence of default of acceptance.

6. Transfer of risk

The risk shall pass to the Buyer as soon as the consignment has been handed over to the person carrying out the transport and has left the warehouse of Koschaum GmbH for the purpose of dispatch. If dispatch becomes impossible through no fault of Koschaum GmbH, the risk shall pass to the Buyer upon notification of readiness for dispatch.

7. Warranty

I. If the delivery item is defective or lacks warranted characteristics or becomes defective within the warranty period due to manufacturing or material defects, Koschaum GmbH shall, at its discretion, deliver a replacement or rectify the defect to the exclusion of any other warranty claims of the Buyer.

II. minor customary and technically unavoidable deviations in quality and colour shall not entitle the customer to give notice of defects.

III. the warranty period is 6 months and begins on the date of delivery.

IV. Koschaum GmbH shall only be liable for further claims and rights in cases of intent and gross negligence. Liability is otherwise excluded.

V. If the purchase is a commercial transaction for both parties, the provisions for commercial purchases pursuant to §§ 373 et seq. of the German Commercial Code (HGB) shall also apply.

8. Condition of goods

I. All details of our goods are to be understood as mere quality specifications, unless special properties or the suitability of our goods for certain purposes have been expressly assured in writing within the framework of a guarantee.

II. details and information on the suitability, use and processing of our goods do not release the customer from the obligation to carry out his own checks.

9. Reservation of title

I. The goods shall remain the property of Koschaum GmbH until full payment of all claims, including ancillary claims, claims for damages and encashment of cheques and bills of exchange.

II. the reservation of title shall remain in force even if individual claims of Koschaum GmbH are included in a current account and the balance has been struck and recognized.

III. the purchaser is authorized to process and sell the goods subject to the following provisions:

a) The buyer's authorization to process goods subject to retention of title in the ordinary course of business ends with the cessation of payment by the buyer or with the filing or opening of bankruptcy or composition proceedings.

b) If the goods are processed, mixed or blended with other items, Koschaum GmbH shall acquire co-ownership of the new item in the ratio of the value of its goods subject to retention of title to the total value. By processing the reserved goods, the Buyer does not acquire ownership of the new item in accordance with § 950 BGB. The processing shall be carried out for Koschaum GmbH without it incurring any liabilities.

Wird die Ware mit anderen Gegenständen verarbeitet, vermischt oder vermengt, erwirbt die Koschaum GmbH das Miteigentum an der neuen Sache im Verhältnis des Wertes seiner Eigentumsvorbehaltsware zum Gesamtwert.

c) The Buyer hereby assigns to Koschaum GmbH the claim with all ancillary rights arising from the resale of the goods subject to retention of title, also pro rata to the extent that the goods have been processed, mixed or blended and Koschaum GmbH has acquired co-ownership in the amount of its invoice value. In the latter case, Koschaum GmbH shall be entitled to a fraction of the respective purchase price claim in proportion to the invoice value of its reserved goods to the invoice value of the item. If the Buyer has sold the claim within the framework of genuine factoring, he shall assign the claim against the factor taking its place to Koschaum GmbH. Koschaum GmbH accepts this assignment.

Koschaum GmbH accepts this assignment.

d) Koschaum GmbH shall not collect the assigned claims as long as the purchaser fulfils his payment obligations. The direct debit authorization shall expire if the Buyer is in default of payment. In this case, Koschaum GmbH is authorized by the purchaser to inform the customers of the assignment and to collect the claims itself. The Buyer shall be obliged to provide Koschaum GmbH, upon request, with a precise list of the claims to which Koschaum GmbH is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc., and to provide Koschaum GmbH with all information necessary for the assertion of the assigned claims and to permit the verification of this information. The purchaser is authorized to collect the claims himself as long as Koschaum GmbH does not give him any other instructions.

Der Käufer ist verpflichtet, der Koschaum GmbH auf Verlangen eine genaue Aufstellung der , der Koschaum GmbH zustehenden, Forderungen mit Namen und Anschrift der Abnehmer, Höhe der einzelnen Forderungen, Rechnungsdatum usw. zu geben und der Koschaum GmbH alle für die Geltendmachung der abgetretenen Forderungen notwendigen Auskünfte zu erteilen und die Überprüfung dieser Auskünfte zu gestatten.

Der Käufer ist berechtigt, die Forderungen so lange selbst einzuziehen, wie ihm die Koschaum GmbH keine andere Weisung gibt.

e) Koschaum GmbH undertakes to release the securities to which it is entitled insofar as their value exceeds the claims to be secured by more than 20 %.

f) Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted. Koschaum GmbH must be informed immediately of any pledges, stating the name of the pledgee.

g) If Koschaum GmbH takes back the delivery item due to the retention of title, this shall not be deemed a cancellation of the contract. Koschaum GmbH may satisfy its claims in the open market from the reserved goods taken back.

h) The Buyer shall store the reserved goods for Koschaum GmbH free of charge. He shall insure them against the usual risks such as fire, theft and water to the usual extent. The Buyer hereby assigns to Koschaum GmbH his claims for compensation to which he is entitled against insurance companies or other parties obliged to pay compensation as a result of damage of the above-mentioned kind to the amount of his claims.

Koschaum GmbH accepts this assignment.

i) All claims as well as the rights arising from the retention of title to all special forms stipulated in these terms and conditions shall remain in force until full release from contingent liabilities which Koschaum GmbH has entered into in the interest of the Buyer.

10. Limitation of liability

Claims for damages arising from positive breach of contract, from culpa in contrahendo and from unauthorized action are excluded both against Koschaum GmbH and against its vicarious agents, except in cases of willful intent or gross negligence. This also applies to claims for damages due to non-fulfilment, but only to the extent that compensation is demanded for indirect or consequential damages, unless the liability is based on a warranty intended to protect the buyer against the risk of such damages. Any liability shall be limited to the damage foreseeable at the time of conclusion of the contract. In this case, Koschaum GmbH's liability under the Product Liability Act and other claims arising from manufacturer's liability shall remain unaffected.

11. Applicable rights, place of jurisdiction, severability clause

I. These Terms and Conditions and the entire legal relationship between Koschaum GmbH and the Buyer shall be governed by the laws of the Federal Republic of Germany to the extent permitted by law.

II. Insofar as the buyer is a registered trader within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, Nuremberg shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

III. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.

Status 12/2023