1. General

1.1 We are nortus Systronic GmbH, In den Niederwiesen 4a, 76744 Wörth am Rhein (hereinafter referred to as "nortus Systronic"). You can reach us by phone at +49 7271/-12990-60, or by e-mail at info@nortus-systronic.com.

1.2 All our services are governed exclusively by our German General Terms and Conditions in the version in force at the time the contract is concluded. Deviating terms and conditions contrary to the following provisions shall not apply unless we have expressly agreed to their validity in writing. This translation was made for convenience reasons only. In case of doubt, the German version shall apply.

1.3 A change to the T&Cs requires our written consent or a written agreement in order to be effective.

1.4 These terms and conditions shall apply mutatis mutandis to contracts of sale, contracts for work, contracts for the supply of works and mixed contracts.

1.5 The language of the contract is German. Our offers are aimed exclusively at entrepreneurs (§14 BGB).

2. Offer and Conclusion of Contract

2.1 Our offers are non-binding, unless otherwise stated in the offer. We provide information on the function and application of the goods or other technical information to the best of our knowledge and on the basis of existing experience. However, this information does not constitute a guarantee of the quality of the goods.

2.2 The offers and the drawings, illustrations, dimensions, weights and other performance data contained therein are non-binding, unless they are expressly marked as binding. We reserve our ownership, copyright and other intellectual property rights to all illustrations, calculations, drawings and other documents. The customer may only pass them on to third parties with our written consent, regardless of whether we have marked them as confidential.

2.3 In our online shop, you can add all items to your shopping cart by selecting them and, if necessary, add them to your shopping cart. configure. As soon as you decide to buy, you can start the ordering process by clicking on the shopping cart. By doing so, you make a binding offer to purchase the items in your shopping cart. You can only order from us with an existing customer account. You can only validly submit your offer if you have accepted these T&Cs by ticking the appropriate box.

2.4 After submitting your order, you will automatically be informed by e-mail that we have received your order. In this e-mail, the details of your order will be listed again. This does not constitute a binding acceptance of your offer.

2.5 Acceptance takes place by confirming the conclusion of the contract to you by e-mail within one week or by providing you with the information you have selected and, if applicable, the contract. configured products. As long as you are bound to your offer.

2.6 Your orders will be stored by us until the order has been fully processed, after which they will be archived for tax and commercial purposes.

2.7 You can only order from us if you have created an account with our online shop and we have confirmed this to you. To do this, enter the name of your company, address, VAT ID, e-mail address, name of the applicant.

3. Terms of payment

3.1 All prices are exclusive of the statutory value added tax applicable at the time of conclusion of the contract and including shipping costs. VAT will be shown separately at the time of order and in the invoice.

3.2 Shipping is free of charge.

3.3 You can only buy from us on account.

3.4 Unless otherwise stated in the confirmation e-mail or separately, the purchase price/remuneration is due for payment without deduction within 30 days of the invoice date. Decisive for the fulfilment of this deadline is the receipt of payment by us. Payments will not be deemed to have been received until we are able to dispose of them. The granting of cash discounts requires a special written agreement.

3.5 The Purchaser may only offset a counterclaim against us if it is undisputed or legally binding. In addition, in such a case, he is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

3.6 We are entitled to execute or provide outstanding deliveries or services only against advance payment or security if we become aware of circumstances after the conclusion of the contract which are likely to significantly reduce the creditworthiness of the Purchaser and which jeopardise the payment of the outstanding receivables by us by the Purchaser arising from the respective contractual relationship.

3.7 We are only obliged to issue an electronic invoice, but we may also send it to you separately by post.

4. Delivery

4.1 Deliveries are made to Europe and Switzerland. We only deliver to other countries if we have agreed in writing to a different place of delivery.

4.2 For our standard products, the delivery time is approx. 3 weeks. In the case of out-of-stock items, the time in which they are expected to be available is indicated.

The delivery time begins with the confirmation of the contract by us, but not before the submission of the documents, permits, releases, goods to be procured by the customer and before receipt of an agreed deposit. Delivery dates or deadlines that have not been expressly agreed as binding are approximate information only.

In case of delivery delays, we will inform you immediately.

4.3 If, after sending your offer, it turns out that no copy of the item is available or that the configuration you have chosen is not possible, we will inform you as soon as possible. Any payments already made by you in respect of the unavailable item will be refunded to you immediately.

4.4 We are entitled to make partial deliveries to the extent that is reasonable for you, in particular if:

• the partial delivery can be used by the customer within the scope of the contractual intended purpose,

• the delivery of the remaining ordered goods is ensured, and

• the customer will not incur any significant additional effort or costs as a result (unless we agree to bear these costs).

4.5 We shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events that were not foreseeable at the time of conclusion of the contract (e.g. operational disruptions, difficulties in obtaining materials or energy, transport delays, strikes, lack of labour, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the lack of correct or untimely delivery by suppliers) for which we are not responsible.

If such events make it significantly more difficult or impossible for us to deliver or perform and the hindrance is not only temporary, both parties are entitled to withdraw from the contract. Any payments already made by you will be refunded to you immediately.

In the event of obstacles of temporary duration, the delivery or performance deadlines shall be extended or the delivery or performance dates shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the customer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by making an immediate written declaration to us.

4.6 Unless otherwise stated in the confirmation of the order, the place of performance for our services and the customer's obligation to pay is our business address.

4.7 If the Purchaser is in default of acceptance, we shall be entitled to demand compensation for the damage incurred and any additional expenses. The same shall apply if the purchaser culpably violates obligations to cooperate. The items are stored at the expense and risk of the customer.

5. Ownership

5.1 Until all claims to which we are entitled against the Purchaser now or in the future have been satisfied, the delivered goods (goods subject to retention of title) shall remain our property.

5.2. Prior to the transfer of ownership of the goods subject to retention of title, pledging or transfer of title by way of security is not permitted.

5.3. The goods may be resold in the ordinary course of business. In this case, the customer assigns to us all claims in the amount of the invoice amount that arise from the resale. We accept the assignment. The Purchaser shall remain authorised to collect the claim even after the assignment. This does not affect our power to collect the debt ourselves. However, we will not collect the receivable as long as the purchaser fulfils his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payment has been suspended.

5.4 The processing, processing or transformation of the goods by you is always carried out in the name and on behalf of us. In this case, your expectant right to the goods in the transformed item continues. If the goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the objective value of our goods in relation to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that your property is to be regarded as the main item, it is agreed that you transfer co-ownership to us on a pro rata basis and keep the resulting sole ownership or co-ownership for us.

5.5 We undertake to release the collateral to which we are entitled at your request to the extent that their value exceeds the claims to be secured by more than 20%.

5.6 In the event of access by third parties to the goods subject to retention of title, in particular seizures, the purchaser shall point out our ownership and notify us immediately so that we can enforce our property rights.

5.7 In the event of a breach of contract on the part of the Purchaser, in particular in the event of default of payment, we shall be entitled to demand the return of the goods subject to retention of title after setting a reasonable period of time; the purchaser is obliged to surrender the goods. We are entitled to recycle the goods subject to retention of title after the return. After deduction of a reasonable amount for the costs of exploitation, the proceeds of the exploitation shall be offset against the amounts owed to us by the purchaser.

6. Warranty

6.1 Claims for defects on the part of the Purchaser shall only exist if the Purchaser has duly complied with its obligations to investigate and notify pursuant to Section 377 of the German Commercial Code (HGB).

6.2 If, despite all care taken, the delivered goods have a defect that already existed at the time of the transfer of risk, the Purchaser may, subject to timely notification of defects, demand subsequent performance. The customer can only demand the delivery of a new defect-free item if we have tried to remedy the defect at least twice without success or if the removal of the defect is impossible or unreasonable or has been rejected by us. In the event of failure of the repair or replacement delivery, the customer may withdraw from the contract or reduce the price appropriately.

6.2 If, without our consent, changes are made to our services, parts are replaced or materials are used that do not correspond to our original specifications and this makes it impossible or unreasonably difficult to analyse or remedy defects, any warranty rights are forfeited. The same applies if our services are not used in accordance with the contract or our product specifications or our operating instructions. The same applies if our services are used together with third-party services and this use contradicts our product specifications or our operating instructions. The above provisions do not apply if the customer proves that the defect is not due to the aforementioned circumstances.

6.3 In the event of defects in components from other manufacturers which we are unable to remedy for licensing or factual reasons, we shall, at our option, assert our warranty claims against the manufacturers and suppliers on behalf of the customer or assign them to the customer. Warranty claims against us in the event of such defects shall only exist under the other conditions and in accordance with these GTC if the out-of-court enforcement of the above-mentioned claims against the manufacturer and supplier has been unsuccessful or, for example, is hopeless, for example due to insolvency.

6.4 The above limitations of liability for defects do not apply if we have fraudulently concealed a defect or assumed a guarantee, which, however, can only be assumed by express written declaration on our part.

6.5 Warranty claims shall become statute-barred within 12 months after the transfer of risk, unless there is a case of liability pursuant to Section 7.3; in this case, the warranty claims shall become statute-barred in accordance with the statutory provisions. The statutory limitation period in the event of a delivery recourse pursuant to §§ 478, 445b BGB remains unaffected.

7. Liability

7.1 We shall be liable in accordance with the statutory provisions insofar as the cause of the damage is based on an intentional or grossly negligent breach of duty on the part of nortus Systronic or a legal representative or vicarious agent of nortus Systronic. Furthermore, we are liable for the slightly negligent violation of essential duties (cardinal duties). Essential are obligations, the violation of which jeopardises the achievement of the purpose of the contract or the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which is regularly reliant. In this case, however, we are only liable for the foreseeable, contract-typical damage.

7.2 Insofar as we provide technical information or provide advice and this information or advice does not form part of the contractually agreed scope of services owed by us, this is done free of charge and to the exclusion of any liability.

7.3 The above limitations of liability do not apply in the event of injury to life, limb or health, for a defect after the assumption of a guarantee for the quality of the product and in the event of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

7.4 The above agreements apply regardless of the legal basis for liability, in particular also for non-contractual and tortious claims.

8. Place of jurisdiction, applicable law

8.1 The place of jurisdiction for deliveries and payments as well as all disputes arising between us and the customer is our registered office. However, we are also entitled to sue the customer at his place of business.

8.2 German law shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict of laws.