§ 1 Scope of application
(1) For all business transactions between us and the Buyer, Customer or Purchaser, hereinafter referred to as Buyer or Purchaser, as well as for legal issues in initial relationships and in business-like contacts, these General Terms and Conditions shall apply exclusively in addition to other contractual agreements. We shall not recognize any other terms and conditions of the Buyer - even in the event of unconditional performance or acceptance of payment - unless we expressly agree to their validity in writing. This shall also apply to general terms and conditions of business outside the General Terms and Conditions of Purchase of the Purchaser, in particular, but not limited to, quality assurance agreements, framework supply agreements, supply contracts, consignment stock agreements and non-disclosure agreements of the Purchaser, insofar as the provisions therein have not been negotiated with us. 2.
(2) These General Terms and Conditions shall only apply to business transactions with entrepreneurs within the meaning of § 14 of the German Civil Code (BGB); they shall also apply to all future business relations without renewed inclusion until new General Terms and Conditions are issued by us.
All agreements made between us and the customer in the course of the contract negotiations shall be recorded in writing for reasons of evidence and confirmed by both parties. 4.
Subsidiary agreements, subsequent amendments to the contract and the assumption of a guarantee, in particular assurances of properties, or the assumption of a procurement risk must be made in writing, insofar as they are made by persons who are not authorized representatives. Silence on our part shall not constitute consent.

§ 2 Consulting, test parameters
1 Our consulting services are based on empirical values. Insofar as the advice extends to circumstances over which we have no influence, such as the composition of the raw material or the performance of subcontractors, the advice shall be non-binding. Any omitted statements shall not constitute advice.
(2) The advice provided shall be product and service-related and shall relate exclusively to the products supplied and services rendered by us. It does not extend to advice which is independent of the contract, i.e. such statements which are made without products being sold or services being rendered by us. 3.
For tests for which certain measurement or standard values or other test parameters are to apply, the corresponding test methods must be specified and accepted by both parties before the start of delivery. If no specification is made, our test methods shall apply.

§ 3 Conclusion of contract
(1) Our offers shall be valid for 2 weeks after receipt by the Purchaser; they are subject to change without notice and shall be deemed to be an invitation to submit an offer.
(2) In principle, the order placed by the customer shall constitute the application for the conclusion of the contract. We shall accept the application within 2 weeks, unless another acceptance period has been agreed. 3.
3. the first processing of an offer is usually free of charge. Further offers and design work shall only be free of charge to the extent that the supply contract becomes and remains valid.
4. descriptions and illustrations of the products in technical documents, brochures, company brochures, catalogs, price lists, etc. are not binding unless their inclusion in the contract has been expressly agreed; they do not release the customer from his own tests. Product and service descriptions on the Internet can, by their very nature, only be of a general nature; if the Purchaser wishes to derive binding agreements on quality or suitability for use for the application intended by him from them, he must refer to them in the order. 5.
(5) The order shall contain all details concerning the execution of the order. This shall apply to all deliveries, services, work and other performances by us. This includes in particular, but is not limited to, information on article designation, number of items, dimensions, material, material composition, pre-treatments, processing specifications, treatment instructions, storage, standards and all other technical parameters and physical characteristics. Missing, incorrect or incomplete information shall be deemed to be expressly not agreed and shall not give rise to any obligations on our part, either in the sense of performance and warranty claims or in the sense of claims for damages. 6.
(6) If the order placed by the customer deviates from our offer, the customer shall indicate the deviations separately.
(7) We shall be entitled to obtain any further information necessary for the proper execution of the order.
(8) Orders shall be placed in writing or electronically (EDI); orders placed orally or by telephone shall be executed at the risk of the Purchaser.
If the customer withdraws an order accepted by us, we shall be entitled, without prejudice to the possibility of claiming higher actual damages, to charge 10% of the delivery or service price for the costs incurred in processing the order and for the loss of profit. The customer reserves the right to prove a lesser damage. 10.
We reserve the right to carry out the processing of the delivery or service items in another company or to have it carried out without additional costs for the customer.

§ 4 Call-offs
1. call-off orders within the scope of successive delivery agreements, framework agreements and similar continuing obligations shall be made without delay.
In the case of call orders, we shall be entitled to procure the material for the entire order and to manufacture the entire order quantity immediately. 3.
In the case of call orders, we shall grant a period of 6 months from the date of the order, unless otherwise agreed. If this period has expired without a call-off having taken place, we shall be entitled, at our discretion, to invoice the products and to dispatch them at the expense and risk of the purchaser or to withdraw from the contract immediately.

§ 5 Changes
(1) Changes to the object of delivery or service after conclusion of the contract require a separate contractual agreement.
We reserve the right to make reasonable changes to the object of delivery or service in the event of missing or incorrect information. Disadvantages due to missing or incorrect information, in particular additional costs or damages, shall be borne by the customer. 3.
We reserve the right to make technical changes to the object of delivery or service which do not jeopardize the objective of the contract. 4.
4. deviations in quantity up to a maximum of 10 %, which are customary in the industry, shall be permissible.
Partial deliveries or services shall be permissible, provided that this only impairs use insignificantly and does not jeopardize the purpose of the contract. They may be invoiced separately.

§ 6 Delivery time
1. delivery dates, delivery periods and delivery times are understood to be ex our works, unless otherwise agreed. If a delivery or performance period has been agreed, this shall commence with the dispatch of the order confirmation, but not before complete clarification of all details of the order and the proper fulfillment of all cooperation obligations of the customer; the same shall apply accordingly to delivery or performance dates. 2.
In the event of mutually agreed changes to the subject matter of the order, delivery or performance periods and delivery or performance dates shall be agreed anew. This shall also apply if the subject matter of the order is renegotiated after conclusion of the contract without any change being made to the subject matter of the order.
Delivery or service deadlines and delivery or service dates are subject to the reservation of defect-free and timely advance delivery as well as unforeseeable production disruptions. 4.
(4) The delivery or performance period shall be deemed to have been complied with if, by the time of its expiry, the delivery item or service has left our works or has been handed over to the transport company commissioned by us at our works or has notified us of its completion for collection.
5. we are entitled to provide the agreed delivery or service already before the agreed time.
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§ 7 Default of acceptance
(1) The customer shall be obliged to accept the work as soon as he has been notified by us of the completion of the work commissioned. If the customer does not accept the service within two weeks of notification, acceptance shall be deemed to have taken place. 2.
If the customer does not accept the goods on the agreed delivery/service date or at the end of the agreed delivery/service period due to circumstances for which he is responsible, we shall be entitled to compensation for the additional expenses incurred as a result. In particular, we shall be entitled to charge the Purchaser storage costs in the amount of 0.5% for each month or part thereof, but not more than a total of 5% of the delivery or service price. The contracting parties shall be at liberty to prove higher or lower storage costs. 3.
We shall be entitled to determine a suitable place of storage at the expense and risk of the customer and to insure the goods or services at the customer's expense. 4.
(4) If we are entitled to claim damages instead of performance, we may, without prejudice to the possibility of claiming higher actual damages, claim 15% of the price as damages, unless the customer proves that no damage has been incurred or that the damage is substantially lower than the lump sum.

The customer shall be entitled to withdraw from the contract if the period of grace has expired without result. 3.
If we are responsible for the non-observance of agreed deadlines, the customer may - provided that he can credibly prove that he has suffered a loss as a result - demand compensation of 0.5% for each full week of the delay, but not more than a total of 10% of the net price for the delivery or service affected by the delay. This limitation of liability shall not apply if the timely delivery/service provision was agreed as an essential contractual obligation or if the non-compliance is due to intent or gross negligence on our part. 4.
At our request, the Customer shall declare within a reasonable period of time whether it is withdrawing from the contract due to the delay in delivery or performance, is demanding damages in lieu of performance or is insisting on delivery. 5.
5. transactions for delivery by a fixed date within the meaning of § 376 HGB (German Commercial Code) require a written agreement.

§ 9 Force majeure
(1) Force majeure shall be deemed to be events which affect the contracting parties from outside and prevent or hinder the performance of the contract without the contracting parties having any influence on this. Force majeure may result in particular from war, fire, diseases and risks of illness, labor disputes, operational and traffic disruptions, acts of God, shortages of raw materials or energy on our part or on the part of our suppliers. In cases of imminent or existing force majeure, the contracting parties shall negotiate the rearrangement of the contractual obligations. This shall apply in particular if events of force majeure lead or may lead to damage. This may, for example, involve damage caused by delay or claims for damages by customers in the subsequent supply chain. In particular, the parties shall take into account the statutory apportionment of liability in cases of non-performance or late performance, according to which claims for damages are generally dependent on fault. Negotiations will focus in particular on the necessity of a temporary or permanent non-delivery, on the possibilities of a reduced delivery, a later delivery or a different delivery. Other deliveries include, for example, changes in material specifications and changes in suppliers or raw materials. The contracting parties shall inform each other proactively about the beginning, nature and end of the disruption in performance. 2.
2. a unilateral emergency production right of the purchaser is excluded.

§ 10 Price and payment conditions
Unless otherwise agreed, all prices are quoted in Euro net "ex works" plus the statutory value added tax at the time of invoicing. Incidental costs such as packaging, freight, shipping costs, customs duties, assembly, insurance and bank charges shall be invoiced separately. We shall insure the goods to be shipped only upon request and at the expense of the customer. 2.
Our prices are based on the usual and valid calculation factors at the time of the offer or the order confirmation, if no offer has been made by us. If, for reasons for which we are not responsible, there is a significant change in the costs of wages and salaries, materials, energy, transport or the like, we reserve the right to adjust the prices in accordance with the possibilities provided by law, taking these factors into account and disclosing them. 3.
We shall also be entitled to make reasonable changes to the agreed price if changes occur before or during the execution of the order because the information and documents provided by the customer were incorrect or if the customer otherwise requests changes. 4.
If a binding order quantity has not been agreed, our calculation shall be based on the non-binding order quantity (target quantity/forecast) expected by the Purchaser for a certain period. If the customer purchases less than the target quantity, we shall be entitled to increase the unit price appropriately.
5. payments by the purchaser must be made within 30 days of the invoice date without any deductions and free of charge to our bank account stated on the invoice. in the event of non-payment, the purchaser shall be in default without further reminder. Discounts and rebates shall only be granted upon separate agreement. Partial payments require a separate written agreement. Payment must be made in such a way that we can dispose of the amount on the due date. 6.
If it has been agreed that the goods are to be released for dispatch by the customer within a certain period of time after our notification of readiness for dispatch (call-off), we shall be entitled to invoice the goods from the time of readiness for dispatch. The same shall apply to deadlines set for call-off orders.
7. payment by bill of exchange requires a separate prior agreement. discount charges and bill of exchange costs shall be borne by the customer. Invoice settlements by check or bill of exchange shall only be made on account of performance and shall only be deemed to be payment after unconditional credit entry.
If we have several outstanding claims against the customer and if payments by the customer are not made for a specific claim, we shall be entitled to determine which of the outstanding claims the payment was made for. 9.
(9) In the event of default in payment, deferral or partial payment, we shall be entitled to demand interest on arrears at the rate customary in banking, but at least 10 percentage points p.a. above the respective base interest rate, and to withhold further services until all due invoices have been settled. We reserve the right to prove higher damages.
(10) If justified doubts arise as to the solvency or creditworthiness of the customer, e.g. due to slow payment, default in payment or check protest, we shall be entitled to demand securities or cash payment concurrently against our performance. If the customer does not comply with this demand within a reasonable period of time set by us, we shall be entitled to withdraw from the unfulfilled part of the contract or to suspend deliveries until receipt of the payments. The time limit shall not be required if the customer is clearly unable to provide security. 11.
The Purchaser shall only be entitled to set off claims against our claims if his counterclaim is undisputed, has become res judicata or is ready for decision. The assignment of claims against us which are not monetary claims shall require our consent. 12.
The customer shall only have a right of retention if the counterclaim is based on the same contractual relationship and is undisputed or has been finally determined by a court of law or is disputed but ready for a decision. If our performance is indisputably defective, the customer shall be entitled to withhold payment only to the extent that the amount withheld is again in reasonable proportion to the defects and the anticipated costs of remedying the defects.
The payment dates shall remain valid even if delays in delivery occur through no fault of ours. 14.
In order for us to be exempt from VAT in the case of intra-Community deliveries, we require a so-called confirmation of receipt from the customer. The Purchaser is therefore obliged to confirm to us in writing after receipt of the subject matter of the contract that he, as the customer, has received the subject matter of the contract as the subject matter of an intra-Community delivery. 15.
(15) If value added tax is not included in our invoice, in particular because we are not able to calculate it on the basis of the information in the
ALB of PZ Friction GmbH, as of March 2023 3 we assume an "intra-Community delivery" in the sense of § 4 No. 1 b in conjunction with § 6 a VAT. If we assume an "intra-community delivery" in connection with § 6 a UStG and we are subsequently charged with value added tax (§ 6 a IV UStG), the customer shall be obliged to pay us the amount with which we are charged. This obligation exists irrespective of whether we have to subsequently pay value added tax, import turnover tax or comparable taxes in Germany or abroad. 16.
Special terms of payment shall apply to exports.

§ 11 Place of performance, transfer of risk
(1) The place of performance for payment shall be our place of business, for all other obligations arising from the business relationship or from the individual contract our delivery plant, even in the case of invoicing in accordance with the clauses CPT, FOB or CIF in accordance with Incoterms 2020.
If the contract does not specify the type of sale, the delivery item shall be deemed sold "ex works" (EXW). In case of sale "ex works", we undertake to notify the Buyer in writing of the time at which the delivery is to be accepted. This notification must be made in good time to enable the Buyer to take the measures normally required. 3.
The risk of destruction, loss or damage of the goods shall pass to the Buyer upon notification of completion of the goods. If shipment has been agreed, the risk shall pass to the Purchaser upon dispatch of the goods or their transfer to the transport company.

§ 12 Shipment, inventory
(1) If free delivery has been agreed, we shall bear the costs of freight and insurance. If we have assumed a shipping obligation, this shall not change the transfer of risk, place of performance and the aforementioned provisions. We shall choose the mode and route of shipment, however, without guarantee for the cheapest shipment, full utilization of the loading weight and desired wagon and container sizes. We determine the forwarding agent or carrier. Additional costs due to deviating wishes of the buyer shall be borne by him. These must be communicated to us in good time before shipment. The buyer's wishes will be taken into account as far as possible and at his expense. 2.
Special shipping conditions apply to exports. 3.
In the event of damage to or loss of the goods in transit, the Buyer shall immediately arrange for an inventory and notify us thereof. Claims arising from any transport damage must be made immediately to the carrier by the buyer.

§ 13 Packaging, Containers, Euro-Pool-Pallets, Damage
(1) Delivery shall be made ex works excluding packaging. Unless otherwise agreed, we shall determine the type and scope of packaging. Disposable packaging shall be disposed of by the Purchaser. The choice of packaging shall be made with due diligence and to the best of our judgement. Disposable packaging shall become the property of the Purchaser. To the extent customary in the trade, we shall deliver the goods packaged; the costs shall be borne by the Buyer. Packaging that goes beyond the purpose of transport or other special protection, e.g. for longer-term storage, must be expressly agreed. 2.
2. the buyer's containers must be received by our supplier in good time and free of charge. We are not obliged to inspect, clean or repair them, but we are entitled to do so at the Buyer's expense. 3.
We charge a wear and tear fee and a deposit for our returnable containers. The customer shall be responsible for any loss of or damage to the returnable containers. The purchaser may not use our returnable containers in his own business or lend them to third parties. Labels must not be removed. They must be completely emptied immediately and returned undamaged to our delivery office free of charge using the original marks and numbers. Pallets of the same type and quality must be returned to us in the case of delivery with Euro pool pallets. Only exchangeable Euro-pool pallets will be accepted in accordance with the pool exchange conditions. If delays occur during exchange, we may, at our option, charge the respective pool delay fees or the new Euro pool pallet purchase price. Cleaning costs are the responsibility of the buyer.
In the event of damage or loss, we may, at our discretion, demand payment of the replacement value or delivery of equivalent replacements against surrender of the damaged containers; in the event of damage, we may also demand reimbursement of the repair costs.

§ 14 Obligation to inspect and give notice of defects
(1) The customer shall be obliged to inspect the goods immediately after delivery in accordance with § 377 of the German Commercial Code (HGB) or comparable foreign or international provisions and to notify us in writing or in text form of any defects and damage discovered in the course of such inspection or later. Otherwise, the delivery shall be deemed to have been approved without defects. The provisions of § 377 of the German Commercial Code (HGB) shall apply accordingly to services and work. 2.
If a defect could not be discovered upon receipt of the goods or during the performance of the service, any further use of the delivery item or service must be discontinued immediately after discovery. 3.
The customer shall immediately provide us with a representative quantity of defective parts. He shall grant us the time necessary to examine the defect complained of. In the event of unjustified complaints, we reserve the right to charge the purchaser for the inspection costs incurred. 4.
The notice of defects does not release the customer from his payment obligations.

(2) Our declarations in connection with this contract, e.g. performance descriptions, references to DIN standards, etc., do not, in case of doubt, contain any assumption of warranty. Only our express written declarations on the assumption of a guarantee shall be authoritative in this respect. Information provided in product descriptions and product specifications, subject to their inclusion as quality information within the meaning of § 434 of the German Civil Code (BGB), shall in any case not constitute a guarantee for the quality of the item or that the item will retain a certain quality for a certain period of time. 3.
3. claims for defects shall not exist in particular in the case of natural wear and tear of our products due to their material properties, in particular of parts in contact with workpieces, or in the case of damage occurring after the transfer of risk as a result of improper use or use not in accordance with the intended purpose or negligent handling of our products, faulty installation, excessive stress, unsuitable operating materials or due to special external influences which are not assumed under the contract.
4. if our products are not used in accordance with their intended purpose, if in particular statutory or official regulations are not observed, if our operating, storage or maintenance instructions are not followed, if modifications of an impermissible nature are made to the products or if our products are not handled properly, or if parts are replaced or consumables are used which do not comply with the original specifications, any claims for damage arising therefrom shall be excluded.
5. rectifications by the customer or third parties commissioned by him require our consent. In urgent cases, they are only permissible if we have been set a deadline, albeit a short one, for the rectification of defects which has expired unsuccessfully or if we have rejected the rectification of defects within this period. 6.
(6) In the case of third-party products, even if they have been incorporated into or otherwise used in the products supplied, we shall be entitled to limit our liability initially to the assignment of the warranty claims to which we are entitled against the supplier of the third-party products, unless satisfaction under the assigned right fails or the assigned claim cannot be enforced for other reasons.
7. claims of the customer for expenses incurred for the purpose of supplementary performance, in particular transport, travel, labor, material and replacement costs, shall be excluded if such expenses are increased because the goods were subsequently transported to a place other than the original place of performance, unless such transport complies with the intended use of the goods. this shall apply mutatis mutandis to claims for reimbursement of expenses of the customer pursuant to section 445a BGB (German Civil Code), provided that the last contract in the supply chain is not a purchase of consumer goods.
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We may refuse the type of subsequent performance chosen by the buyer if it is only possible with disproportionate costs. In this case, the expenses for the replacement shall be limited to the value of the item. In addition, it shall be examined whether a possible defect of the tool can be eliminated by other less cost-intensive measures. 9.
The provision of § 439 III BGB shall not apply if the product delivered by us has entered into a firm connection with the product of the Buyer. This shall apply in particular if our product has been firmly connected, mixed or processed with the Buyer's product ingredients. This is particularly the case if our product has been welded, joined or processed at a high installation depth, which entails a considerable effort in terms of making our product accessible. If the Buyer's product can be made more efficient by repairing it in its installed condition or by replacing individual parts within our product or by a comparably effective alternative measure to replacement, the provision of § 439 III BGB shall not apply. 10.
(10) The same warranty conditions shall apply to replacements and repairs as to the originally delivered item.
11. only the direct purchaser shall be entitled to warranty claims against us and such claims shall not be assignable without our consent.
(12) As a supplier of semi-finished products and individual parts intended for use in the Buyer's goods, we are not a supplier within the meaning of §§ 445a, 445b and 478 of the German Civil Code (BGB).
Unless otherwise agreed, the foregoing paragraphs constitute the final warranty for our products and services.
14. our products do not contain any digital contents or services and are not deemed to be connected with them.
15. the buyer is responsible for the comprehensive specification and quality agreement of the purchased item. In particular, it is the Buyer's responsibility to specify the intended use of the delivered products for its application. Public statements made by or on behalf of another member of the contractual chain, in particular in advertising or on the label, shall not be binding on us. Accessories, including packaging, assembly, installation or other instructions, shall be supplied in accordance with the contractual agreement.

§ 17 Defects of title, industrial property rights
(1) Orders based on drawings, sketches or other information provided to us shall be executed at the risk of the customer. If, as a result of the execution of such orders, we infringe third-party industrial property rights, the customer shall indemnify us against claims by such holders of rights and shall reimburse us for any costs and damages incurred by us in this respect. 2.
Our liability for infringements of industrial property rights in connection with the use of the goods or services supplied or with the combination or use of the goods or services supplied with other products is excluded. 3.
In the event of defects of title, we shall be entitled, at our discretion, to procure the necessary licenses or to remedy the defects by modifying the delivery item or service to a reasonable extent. 4.
(4) Unless otherwise agreed, our liability for the infringement of third party industrial property rights shall be limited to those industrial property rights which are registered and published in Germany.
(5) We reserve all property rights and industrial property rights and copyrights to the materials, products, designs, forms, samples, services, drawings, illustrations, calculations and other (technical) documents provided by us. Any transfer to third parties requires our prior written consent. In the case of planning services provided by us, the customer acknowledges our intellectual authorship.

§ 18 Liability
(1) We shall be liable for the obligations of the company only with the company's assets.
In the event of simple negligence, we shall only be liable in the event of a breach of an essential contractual obligation. Liability shall be limited to the foreseeable damage typical for the contract. This also applies to tort claims of the customer. 3.
In the case of warranted characteristics, our liability shall be limited to the scope and amount of our existing product liability insurance. The scope of the coverage corresponds to the recommendations for business and product liability insurance of the German Insurance Association. The amount of coverage for the insured events covered by the insurance contract is at leastEUR 2.5 million per claim and twice that amount per insurance year. Insofar as this does not apply or does not apply in full, we shall be liable up to the amount of the sum insured. 4.
4. claims for damages due to personal injury and claims arising from the product liability law are subject to the statutory provisions.
5. our suppliers are not our vicarious agents in relation to the purchaser. fault on the part of our suppliers can therefore not be attributed to us.
6. any further liability for damages other than in accordance with the above provisions shall be excluded. The Purchaser shall only be entitled to recourse against us to the extent that the Purchaser has not concluded an agreement with its customer exceeding the statutory claims for defects and damages. Our liability is excluded insofar as the customer has effectively limited his liability towards his customer. 7.
(7) Insofar as our liability is limited or excluded, this shall also apply to the personal liability of our employees, workers, representatives, vicarious agents and assistants.
8. insofar as our liability is limited or excluded, the customer shall be obliged to indemnify us against claims of third parties upon request. 9. the customer shall be obliged to indemnify us against claims of third parties upon request.
(9) The customer shall be obliged to notify us without delay, at least in text form, if he has knowledge of claims by third parties which could be connected with the delivery of our products or services, and to reserve for us all defensive measures and settlement negotiations.

§ 19 Statute of Limitations
The period of limitation for claims and rights due to defects of our products, services and work performances as well as the damages resulting therefrom shall be 1 year.
2. the period of limitation according to paragraph 1 shall also apply to all claims for damages against us which are connected with the defect - irrespective of the legal basis of the claim - as well as to claims for damages against us in connection with our goods or services which are not connected with a defect. 3. the period of limitation according to paragraph 1 shall also apply to all claims for damages against us which are connected with a defect - irrespective of the legal basis of the claim.
The period of limitation according to para. 1 and para. 2 shall not apply in the case of intent, if we have fraudulently concealed the defect, if we have assumed a guarantee for the quality of the item, in the case of claims for damages due to personal injury or violation of the freedom of a person, in the case of claims arising from the Product Liability Act, in the case of a grossly negligent violation of obligations or in the case of culpable violation of essential contractual obligations.
(4) Subsequent performance measures, i.e. the delivery of a defect-free item or the rectification of the defect, shall not cause the limitation period to start anew, but shall only suspend the limitation period applicable to the original delivery item by the duration of the subsequent performance measure carried out. In case of doubt, the performance of the supplementary performance by us shall not constitute an acknowledgement within the meaning of § 212 No. 1 BGB. 5.
(5) The above provisions do not imply a change in the burden of proof to the detriment of the Buyer.
(6) Unless otherwise expressly stipulated, the statutory provisions on the commencement of the limitation period, the suspension of the expiry of the limitation period, the suspension and the recommencement of the limitation period shall remain unaffected.

§ 20 Retention of Title and Acquisition of Ownership
(1) We shall retain title to the delivered goods (reserved goods) until all our claims arising from the business relationship with the customer have been settled in full.
2. if our property is processed, combined or mixed with third-party property, we shall acquire ownership of the new item in accordance with § 947 BGB (German Civil Code).
If processing, combination or mixing is carried out in such a way that the third-party performance is to be regarded as the main item, we shall acquire ownership in the ratio of the value of our performance to the third-party performance at the time of processing. 4.
If we acquire ownership of an item through our performance, we shall retain ownership of this item until all existing claims arising from the business relationship with the customer have been settled.
General Terms and Conditions of PZ Friction GmbH, March 2023 5.
The customer is obliged to keep the goods subject to retention of title carefully and, if necessary, to carry out maintenance and repair work in due time at his own expense. The Purchaser shall insure the Retained Goods against loss and damage at its own expense. Any security claims arising in the event of damage shall be assigned to us. 6.
(6) The customer shall be entitled to resell the goods which are (co-)owned by us in the ordinary course of business as long as he meets his obligations arising from the business relationship with us. In this case, the claim arising from the sale shall be deemed assigned to us in the ratio of the value of our performance secured by the retention of title to the total value of the goods sold. The customer shall remain entitled to collect this claim even after the assignment. Our right to collect this claim ourselves shall remain unaffected. 7.
The right of the customer to dispose of the goods subject to our reservation of title and to collect the claims assigned to us shall expire as soon as he no longer meets his payment obligations or an application is made to open insolvency proceedings. In these cases, as well as in the event of other conduct on the part of the customer in breach of contract, we shall be entitled to take back the goods delivered under retention of title. 8.
8. the customer shall inform us without delay if there are any risks to its reserved property, in particular in the event of insolvency, insolvency and enforcement measures. at our request, the customer shall provide all necessary information on the stock of goods in our (joint) ownership and on the claims assigned to us and shall inform its customers of the assignment. the customer shall support us in all measures necessary to protect our (joint) ownership and shall bear the costs resulting therefrom.
(9) We shall be entitled to a right of lien on the goods of the customer which have come into our possession on the basis of the contract on account of all claims arising from the contract. The lien may also be asserted on account of claims from earlier deliveries or services, insofar as these are connected with the object of delivery or service. The lien shall apply to other claims from the business relationship insofar as these are undisputed or have been legally established. The §§ 1204 ff. BGB and § 50 para.1 of the Insolvency Code shall apply accordingly. 10.
If the retention of title is not effective under the law of the country in which the delivered goods are located, the customer shall provide equivalent security at our request. If he does not comply with this request, we shall be entitled to demand immediate payment of all open invoices, irrespective of the agreed payment terms. 11.
If the realizable value of the securities exceeds our claims by more than 15 %, we shall release securities of our own choice at the request of the customer.

§ 21 Tools, Provisions
(1) Tools and special equipment manufactured by us and paid for by the Buyer shall be the property of the Buyer, but shall remain in our possession. We may use such tools and special equipment for other purposes or scrap them after a period of 2 years after the last delivery. In this respect, the purchaser waives the right to assert claims for surrender and replacement. 2.
2. we shall only be liable for claims of the purchaser due to damage to or destruction of items provided by the purchaser or handed over to us for processing or assembly in the event of intent and gross negligence; liability for simple negligence shall be excluded. The buyer is obliged to take out an "external insurance" for the provided items to the required extent. 3.
For products provided, e.g. raw material, blanks, etc., the Buyer shall be responsible for checking and guaranteeing the quality (e.g. material, dimensional accuracy, etc.); we shall only carry out an incoming goods inspection with regard to quantity, identity and a visual inspection for obvious transport damage. We shall not be obliged to carry out any further inspections. The customer shall be notified of any defects or damage discovered within 10 working days of the discovery of the defect. 4.
The goods delivered to us must be made of a material that is easy to process and of normal or agreed quality. Otherwise, we shall charge the customer for the necessary additional expenditure. In the event of non-compliance with the quality required in accordance with sentence 1, the agreed delivery and performance periods of our company shall be extended in accordance with the period of the delay caused thereby. 5.
If the goods prove to be unusable as a result of material defects, we shall be reimbursed for the processing costs incurred. 6.
(6) We shall not be liable for damage caused by inaccurate labeling and marking of the material delivered by the customer.
(7) The customer shall be obliged to reimburse us for all costs and damages, including loss of profit, incurred by us as a result of the provision of material which cannot be processed.
8. no compensation shall be made for rejects occurring to the extent customary in the industry.

§ 22 Secrecy
(1) The Purchaser undertakes to treat all aspects of the business relationship worthy of protection as confidential. In particular, he shall treat as a trade secret all commercial and technical details which are not public knowledge and which become known to him through the business relationship. The obligation to maintain secrecy shall not apply to information or aspects of the business relationship that were already publicly known at the time of disclosure, or to information or aspects of the business relationship that were demonstrably already known to the contractual partner before we disclosed them to him.
Duplication of the documents made available to the customer shall only be permitted within the scope of operational requirements and copyright provisions. 3.
3. all documents may not be made accessible to third parties, either in whole or in part, or used for purposes other than those for which they were provided to the customer without our written consent. 4.
4. even partial disclosure of the business relationship with us to third parties may only be made with our prior written consent; the customer shall also oblige third parties to maintain secrecy within the framework of a similar agreement. 5. the customer may only disclose documents to third parties with our prior written consent.
5. the customer may only advertise the business relationship with us with our prior written consent; he shall be obliged to maintain secrecy even after the end of the business relationship.

§ 23 Export and Import Capability
The Purchaser shall be responsible for the observance and implementation of the relevant foreign trade regulations (e.g. import licenses, foreign exchange transfer permits, etc.) and other laws applicable outside the Federal Republic of Germany. The risk of exportability and importability of ordered products shall be borne by the Purchaser in this respect. 2.
The deliveries and services (performance of the contract) shall be subject to the proviso that there are no obstacles to performance on the basis of national or international regulations, in particular export control regulations as well as embargoes or other sanctions. 3.
(3) The Purchaser undertakes to provide all information and documents required for the export/transfer/import.
4. delays due to export inspections or approval procedures shall suspend deadlines and delivery times by the duration of the delay.

§ 24 Place of Jurisdiction and Applicable Law
(1) If the customer is a merchant, the place of jurisdiction shall be, at our discretion, the court having jurisdiction for our place of business or the place of business of the customer.
The law of the Federal Republic of Germany shall apply exclusively to the business relations with the customer. The applicability of the CISG - "UN Sales Convention" is excluded. 3.
Should individual parts of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.