Terms and Conditions

General Terms and Conditions

Willibrord Lösing Filtertechnik e. K.

• 1 Scope

1.
These Terms and Conditions apply exclusively. We do not recognise the Terms and Conditions
of our business partners which deviate from or conflict with our Terms and Conditions,
unless we have expressly agreed to their validity in writing. Our Terms and Conditions shall
also apply if, in knowledge of the deviating or
conflicting Terms and Conditions of our business partners,
we unreservedly render or accept services (e.g. deliver goods).

2.
These Terms and Conditions apply both to consumers (§ 13 BGB) and to
entrepreneurs (§ 14 BGB), unless a distinction is made within the following
clauses.

• 2 Pre-contractual Obligations and Conclusion of Contract

1.
Our offers are always subject to change without notice. An order or a purchase order constitutes
a binding offer by the customer, which we may accept within
2 weeks by sending an order confirmation or by rendering the service.
If the order is placed via the online store, the
acceptance period is 2 days.

2.
We reserve ownership rights and copyrights to all documents,
such as photographs, calculations and drawings, including
those that are confidential. Any disclosure to third parties requires our express written consent.

• 3 Terms of Payment

1.
The price offered is binding and includes statutory value added
tax for consumers. For entrepreneurs, only the net price is stated;
statutory value added tax is shown separately on the
invoice. The statutory value added tax applicable at the time of
invoicing shall apply.

2.
Price changes are permissible in relation to consumers if there are more
than four months between the conclusion of the contract and the agreed delivery date. If
wages or material costs change during this period up to delivery, we are entitled
to adjust the price accordingly to reflect increases or decreases
in costs. The customer shall only be entitled to a right of withdrawal if
the price increase significantly exceeds the increase in the general cost of living
between the order and the delivery.
3.
In relation to entrepreneurs, a higher price than the agreed price shall apply if,
at the time of performance, the agreed price has increased as a result of a change
in the market price or due to third parties engaged by us for the provision of
services demanding higher remuneration. If the higher price is 20% or more above the agreed price, the contracting party shall have the right
to withdraw from the contract. The withdrawal from the contract must be declared
without undue delay after notification of the increased price.

4.
Payment shall be made within 7 days of receipt of the goods or
performance of the service. After this period has expired, the contracting party
shall automatically be in default of payment. Any deduction of discount or payment
by instalments requires our express written consent.

5.
The right of set-off is available to the contracting party only if the
counterclaims are undisputed, acknowledged by us, directly linked to
our principal claim, or have been legally established. The right of retention is
restricted in the case of entrepreneurs to the extent that it may only be
exercised if the counterclaim arises from the same contractual relationship.

• 4 Delivery Times

1.
Where delivery periods have been agreed, such periods shall be
extended in the event of strike action, force majeure, or if the contracting party fails to meet
its obligations to cooperate, by the duration of the delay.

2.
If the contracting party is an entrepreneur, delivery ex works shall be
deemed agreed; this shall not apply if a different arrangement has been made,
which requires our written confirmation, or if the order confirmation
provides otherwise.

• 5 Default of Acceptance

If, after expiry of a reasonable grace period and the warning that,
should the period expire without result, we will withdraw from the contract or claim
damages in lieu of performance, the contracting party remains silent or expressly
refuses acceptance, our entitlement to performance of the contract shall remain in force. However,
in such cases we shall have the right to withdraw from the contract
and/or claim damages in lieu of performance. As damages in lieu of
performance, we may claim 25% of the net price, unless the contracting party proves that
no damage was incurred at all, or that the damage was less than
the lump sum.

• 6 Liability

1.
If the contracting party is a consumer, they must report obvious defects in writing within
two weeks of their occurrence. If notification of the
defect is not made within this period, the warranty rights shall expire.
This does not apply if we have fraudulently concealed the defect or assumed a
guarantee for the condition of the goods (§ 444 BGB). In all other respects,
in the event of a defect we shall be liable in accordance with the statutory provisions.

2.
In relation to entrepreneurs, we reserve the right, in the event of a defect, to
choose the type of subsequent performance.

3.
For consumers, the limitation period for claims arising from a defect is 2 years
for the delivery of new goods and 1 year for the delivery of used goods;
the period begins with the transfer of risk. This does not apply to
claims for damages due to a defect; in this respect, § 5 No. 5 shall apply.

4.
For entrepreneurs, the limitation period for claims arising from a
defect is generally one year. The limitation periods in the case of recourse
in accordance with §§ 478 and 479 BGB remain unaffected. This does not apply to claims for damages due to a defect; in this respect, § 5 No. 5 shall apply.

5.
Liability for breaches of contractual obligations and for tortious
liability is limited to intent and gross negligence. The exclusion of liability also applies
to slightly negligent breaches of duty by our vicarious agents. This does not
apply in the event of injury to life, limb or health, or to claims arising from
breaches of obligations which are inherent to the nature of the contract and
where a breach endangers the achievement of the contractual purpose, as well as
compensation for damages due to delay. Liability shall apply in such cases irrespective
of the degree of fault.

6.
Insofar as liability pursuant to § 5 No. 5 for damages not resulting from
injury to life, limb or health is not excluded for slight negligence, such
claims shall become time-barred within one year, beginning with the accrual of
the claim, and in the case of claims for damages due to a defect
from delivery of the goods.

7.
Insofar as liability for damages on our part is excluded or limited, this
shall also apply to the personal liability for damages of our employees,
representatives and vicarious agents.

• 7 Retention of Title

1.
In relation to consumers, we retain ownership of the goods until full payment
of the purchase price has been made.

2.
In relation to entrepreneurs, we retain ownership of the goods until
all claims against the entrepreneur have been satisfied, even if these goods
have been paid for (extended retention of title).

3.
If a third party seeks enforcement measures in respect of goods subject to
retention of title, the contracting party must inform us without delay and provide the necessary
documents so that a third-party objection action may be
filed. The same obligation applies in the event of any other
interference with the goods subject to retention of title.

4.
If the contracting party is an entrepreneur, then, in the event of resale or rental
of the goods delivered under retention of title, the contracting party hereby assigns
to us, as security, the claims arising against its own contracting parties until
all of our claims have been satisfied. In the event of processing, transformation or
combination of the goods delivered under retention of title with another
item, we shall immediately acquire ownership of the newly manufactured item.

5.
If the value of the security for our claims against the contracting party exceeds
20%, we shall, upon request and at our discretion, release the
securities to the corresponding extent.

• 8 Formal Requirement

Legally relevant declarations and notifications made to us or to a third party
must be in writing.

• 9 Limitation of Claims for Payment

Notwithstanding § 195 BGB, our claims for payment shall become statute-barred after a period of 5 years.
The limitation period begins at the end of the year in which the
claim arose and the creditor obtained knowledge of the circumstances giving rise
to the claim and of the identity of the debtor, or would have obtained such
knowledge if not for gross negligence.

• 10 Miscellaneous

1.
Place of performance and payment shall be our place of business, unless
expressly agreed otherwise in writing.

2.
The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply. The
law of the Federal Republic of Germany shall apply.

3.
If the contracting party is a merchant, a legal entity under public law
or a special fund under public law, the place of jurisdiction shall be the court competent
for our place of business. We reserve the right, however, to bring an action
against the contracting party at its general place of jurisdiction.