General Terms and Conditions

Table of Contents

1. Scope
2. Contract Formation
3. Prices and Payment Terms
4. Delivery and Shipping Terms
5. Force Majeure
6. Delay at the Customer’s Request
7. Retention of Title
8. Defects / Warranty
9. Liability
10. Limitation Period
11. Retention, Assignment
12. Applicable Law, Jurisdiction, Contract Language

1) Scope

1.1 These General Terms and Conditions (hereinafter "GTC") of NEKTON GmbH (hereinafter "Seller") apply to all contracts for the delivery of goods concluded by an entrepreneur (hereinafter "Customer") with the Seller using means of distance communication (e.g. telephone, fax, email, letter) exclusively through individual communication. Conflicting or deviating terms and conditions of the Customer shall not apply unless expressly agreed otherwise.

1.2 These GTC shall also apply exclusively if the Seller performs delivery without reservation despite being aware of conflicting or deviating terms of the Customer.

1.3 An entrepreneur within the meaning of these GTC is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

2) Contract Formation

The Customer may submit a non-binding request for an offer via telephone, fax, email, letter or via an online contact form provided on the Seller’s website. Upon such request, the Seller shall provide the Customer with a binding offer by email, fax or letter for the goods previously selected.

The Customer may accept this offer within the period specified in the offer by declaration (fax, email or letter) or by payment of the offered purchase price. For the calculation of the period, the day on which the offer is received shall not be included. In the case of acceptance by payment, the date of receipt of payment by the Seller shall be decisive.

If the last day of the acceptance period falls on a Saturday, Sunday or a public holiday recognized at the Customer’s place of business, the next working day shall replace such day. If the Customer does not accept the offer within this period, the Seller shall no longer be bound by the offer and may dispose of the goods freely.

3) Prices and Payment Terms

3.1 All stated prices are net prices and are subject to statutory value-added tax. Additional costs for packaging, shipping, loading, insurance (in particular transport insurance), customs duties and other charges may apply separately.

3.2 The available payment methods shall be communicated to the Customer in the respective offer.

3.3 In the case of deliveries to countries outside the European Union, additional costs may arise in individual cases which the Seller is not responsible for and which are to be borne by the Customer. These include, for example, costs for money transfers by credit institutions (e.g. transfer fees, exchange rate fees) or import duties and taxes (e.g. customs duties). Such costs may also arise if the payment is made from a country outside the European Union.

3.4 If advance payment by bank transfer has been agreed, the payment shall be due immediately after conclusion of the contract, unless a later due date has been agreed.

3.5 If payment by invoice is selected, the purchase price shall be due after delivery of the goods and invoicing. In this case, the purchase price must be paid within 14 days of receipt of the invoice without deduction, unless otherwise agreed. The Seller reserves the right to offer payment by invoice only up to a certain order volume and to refuse this payment method if the specified order volume is exceeded. The Seller also reserves the right to carry out a credit check and to refuse this payment method in the event of a negative result.

3.6 A payment shall be deemed to have been received as soon as the equivalent value has been credited to one of the Seller’s accounts. In the event of default in payment, the Seller shall be entitled to default interest at a rate of 10 percentage points above the respective base interest rate. Further statutory rights remain unaffected. Incoming payments shall first be credited against any costs and interest, and then against the oldest claim.

3.7 In the event of unforeseeable cost increases (e.g. currency fluctuations or unexpected price increases by suppliers), the Seller shall be entitled to pass these on to the Customer, provided that delivery is agreed to take place later than four months after conclusion of the contract.

4) Delivery and Shipping Terms

4.1 Delivery of goods shall be made to the delivery address specified by the Customer, unless otherwise agreed.

4.2 In the case of goods delivered by freight forwarding, delivery shall be made "free curbside", i.e. to the public curb nearest to the delivery address, unless otherwise agreed.

4.3 The Seller shall be entitled to make partial deliveries, insofar as this is reasonable for the Customer. In the case of permissible partial deliveries, the Seller shall also be entitled to issue partial invoices.

4.4 The Seller reserves the right to withdraw from the contract in the event of incorrect or improper self-supply. This shall only apply in the event that the non-delivery is not the Seller’s responsibility and the Seller has concluded a specific covering transaction with due diligence. The Customer shall be informed immediately and any consideration already provided shall be reimbursed without delay.

4.5 The risk of accidental loss or deterioration of the goods shall pass to the Customer as soon as the Seller has handed over the goods to the carrier or other person designated for shipment. This shall also apply if the Seller bears the transport costs. Transport insurance shall only be taken out at the Customer’s request and expense.

4.6 If shipment is delayed for reasons for which the Customer is responsible, the risk shall pass to the Customer upon notification of readiness for shipment. Any storage costs incurred after the transfer of risk shall be borne by the Customer.

5) Force Majeure

In the event of force majeure affecting the performance of the contract, the Seller shall be entitled to postpone delivery for the duration of the hindrance and, in the case of prolonged delays, to withdraw from the contract in whole or in part. No claims for damages may be derived from this. Force majeure includes all unforeseeable events or those beyond the Seller’s control whose effects cannot be prevented even with reasonable efforts. Any statutory claims of the Customer remain unaffected.

6) Delay at the Customer’s Request

If shipment is delayed at the Customer’s request by more than one month after notification of readiness for shipment, the Seller may charge storage fees of 0.5% of the purchase price for each additional month commenced, up to a maximum of 5% in total. Both parties reserve the right to prove higher or lower damages.

7) Retention of Title

7.1 The Seller retains ownership of the delivered goods until full payment of the purchase price and settlement of all claims arising from the business relationship.

7.2 In the event of processing, the Seller shall be deemed the manufacturer and shall acquire ownership of the new goods. In the case of processing with other materials, co-ownership shall arise in proportion to the invoice values. The same applies in the event of combination or mixing.

7.3 Goods subject to retention of title may neither be pledged nor assigned as security. Resale in the ordinary course of business is permitted only if the resulting claims are assigned to the Seller.

7.4 The Customer must immediately notify the Seller of any third-party access. Collected amounts must be transferred to the Seller once due.

7.5 If the value of the securities exceeds the claims by more than 10%, the Seller shall release corresponding securities upon request.

8) Defects / Warranty

The statutory provisions on liability for defects shall apply unless otherwise provided below:

8.1 Insignificant defects shall not give rise to claims.

8.2 No claims shall arise in cases of natural wear or improper use.

8.3 The limitation period for defect claims for new goods is one year from delivery.

8.4 Exceptions apply in particular for construction-related goods, damages, fraudulent concealment, and recourse claims.

8.5 The Seller has the right to choose the type of subsequent performance.

8.6 Replacement delivery does not restart the limitation period.

8.7 Defective goods must be returned within 30 days.

8.8 The Seller may claim compensation for use.

8.9 Section 377 of the German Commercial Code (HGB) applies.

9) Liability

9.1 The Seller shall be liable without limitation in cases of intent, gross negligence, injury to life, body or health, assumption of guarantees, and under mandatory statutory provisions.

9.2 In cases of slight negligence, liability shall be limited to foreseeable, typical contractual damages.

9.3 Otherwise, liability is excluded.

9.4 These provisions also apply to vicarious agents and legal representatives.

10) Limitation Period

Claims of the Customer shall become time-barred within one year from knowledge, but no later than five years after performance, except for warranty claims and cases of unlimited liability.

11) Retention, Assignment

11.1 Rights of retention shall only apply if counterclaims are undisputed or legally established.

11.2 Assignment of claims by the Customer is excluded.

12) Applicable Law, Jurisdiction, Contract Language

12.1 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.

12.2 The place of jurisdiction shall be the Seller’s place of business, provided the Customer is a merchant. However, the Seller shall also be entitled to bring an action at the Customer’s place of business.

12.3 The contract language is German.