GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF DELIVERY AND PAYMENT
1. GENERAL PROVISIONS
1.1. Our General Terms and Conditions of Delivery and Payment shall apply to all future business relationships, even if they are not expressly agreed again. By placing an order, the Buyer accepts the following Terms and Conditions. 1.2. Any provisions deviating from the following Terms and Conditions and/or statutory provisions, in particular the Buyer’s purchasing terms and conditions, shall only be binding on us if confirmed by us in writing. 1.3. Upon receipt of the order for goods, the Buyer makes a binding declaration of its intention to purchase the goods ordered. Unless the order is expressly confirmed by us in advance, dispatch of the goods by us shall constitute acceptance of the order. The transfer of the Buyer’s rights and claims arising from the purchase contract to third parties requires our prior written consent. 1.4. Delivery to new/first-time customers shall generally only be made following a credit assessment. We reserve the right to reject an order if a new/first-time customer does not meet the requirements of our company’s quality management specifications and those applicable to our product range.
2. TERMS, PRICES, MINIMUM ORDER QUANTITIES
2.1. All terms and conditions, including product lists, prices, offers, illustrations and texts, are subject to change and non-binding. Errors and omissions excepted. The terms and conditions applicable at the time of delivery shall prevail. 2.1.1. Our deliveries are generally made from Germany; however, we reserve the right to make deliveries from other locations without separate confirmation. 2.2. Unless expressly marked otherwise, all prices in our price lists or other documents are net prices in euros, “Ex Works” Duisburg, in accordance with Incoterms 2020, plus the statutory value added tax applicable at the time of delivery. 2.3. If selling prices are stated by us in price lists or other printed materials, these are generally non-binding recommended net selling prices plus statutory value added tax. 2.4. The minimum order value for all orders executed within Germany is EUR 250.00 net value of goods per order. For orders below EUR 250.00 net, except for subsequent deliveries, a small-order surcharge of EUR 25.00 net will additionally be charged. 2.5. For all other orders, the minimum order value is EUR 500.00 net value of goods per order. For orders below EUR 500.00 net, except for subsequent deliveries, a small-order surcharge of EUR 25.00 net will additionally be charged. 2.6. If direct delivery (delivery only) to end consumers is requested, postage of EUR 9.80 net per parcel will be charged. 2.7. For deliveries within Germany, shipment of goods is free of charge from a net value of goods of EUR 850.00 per order. 2.8. Any additional costs arising from special requests (express shipments, special packaging, etc.) shall be borne by the Buyer. 2.9. The choice of shipping route and means of transport remains at our discretion.
3. DELIVERY, TRANSPORT, PACKAGING
3.1. Goods are delivered from our registered office in Duisburg. All delivery dates stated by us are non-binding. Partial deliveries will be invoiced separately. If individual items cannot be delivered at the time the order is placed, a subsequent delivery will be made at the earliest possible date. In other cases, we will provide written notice without delay. 3.2. In the case of new customers, we reserve the right to deliver only against advance payment or an irrevocable letter of credit confirmed by a first-class domestic bank. 3.3. In the event of force majeure, such as operational disruptions, strikes, lockouts, official measures, delayed delivery by our suppliers, etc., the delivery and acceptance period shall be extended appropriately for the duration of the impediment. Claims for damages due to delayed delivery shall be governed by the statutory provisions and Section 7 of these Terms and Conditions. 3.4. Transport damage must be reported to the Seller immediately upon receipt of the goods. The statutory obligations to inspect and give notice of defects, in particular Section 377 of the German Commercial Code (HGB) in the case of transactions between merchants, remain unaffected. For postal consignments, the general shipping terms applicable to postal consignments shall apply. Cross-border deliveries are made without transport insurance. Packaging material will be charged to the recipient at cost price. 3.5. Unless otherwise agreed, our deliveries of goods are made “Ex Works” Duisburg in accordance with Incoterms 2020.
4. PAYMENT
4.1. Delivery or provision of the goods is made against invoice. Unless otherwise agreed, our invoices are due for payment 14 days after the invoice date. Default in payment occurs in accordance with the statutory provisions. No reminder is required where the statutory requirements for default without a reminder are met. In the event of default in payment, statutory default interest will be charged. For legal transactions in which no consumer is involved, the default interest rate is nine percentage points above the respective base interest rate pursuant to Section 288 (2) of the German Civil Code (BGB). Payments received are applied in the following order: 1. fees / expenses, 2. default interest, and 3. invoice amount. We reserve the right to assert further damages resulting from default. 4.2. We are not obliged to accept bills of exchange or cheques. If, however, we accept cheques or bills of exchange in individual cases, any discounting and collection charges shall be borne by the Buyer.
5. TRANSFER OF RISK, RETENTION OF TITLE
5.1. In the case of Ex Works deliveries, the risk of damage to or loss of the goods to be delivered passes to the Buyer, in accordance with the agreed Incoterms 2020, upon handover to the carrier/freight forwarder. The Seller does not accept liability for claims for damages relating to damaged or non-arrived goods. Statutory liability claims remain unaffected. 5.2. All deliveries of goods are made exclusively on the basis of the retention of title described below. This also applies to all future deliveries, even if we do not always expressly invoke this provision. The delivered goods remain our property until all claims against the Customer, irrespective of their legal basis, have been fully satisfied. In the case of payment by cheque or bill of exchange, until the respective instrument has been honoured. In the case of instalment payments, until the final instalment has been paid. The Buyer undertakes to insure goods subject to retention of title against fire, theft and water damage. Third-party claims affecting our ownership rights must be notified to us immediately. 5.3. The Customer is entitled to resell or otherwise dispose of the goods, provided this takes place in the ordinary course of business and the Customer is not in default towards us. The Customer hereby assigns to us all claims arising from resale, including all ancillary rights and any security interests. We are entitled to collect claims arising from resale until this authorisation is revoked. At our request, the Customer shall provide us with the information and documents required for collection and shall inform its customers of the assignment made in our favour. 5.4. Pledging or assigning goods subject to retention of title as security to third parties is excluded. In the event of seizure, the Customer shall expressly point out our retention of title and notify us immediately.
6. CREDIT NOTES, INVOICE CORRECTIONS, SET-OFF
6.1. Set-off is only permitted against undisputed claims, claims acknowledged by us, or claims that have been finally adjudicated. This does not apply insofar as the counterclaim is legally and directly connected with the principal claim arising from the same contractual relationship. 6.2. Unless otherwise provided by law, the return of goods for the purpose of an invoice correction requires our prior written consent. For goods that we accept for invoice correction, a handling fee of 10% of the net value of the goods will be deducted as compensation for expenses incurred. The Customer is permitted to prove that no expenses, or substantially lower expenses, were incurred.
7. WARRANTY, GUARANTEE, COMPLAINTS, RETURNS
7.1. Complaints must be submitted to us in writing immediately upon receipt of the goods, stating the transaction number or invoice number. In the case of transactions between merchants, the obligation to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB) shall additionally apply. 7.2. We warrant that our products are free from defects and possess all warranted and/or agreed characteristics. We are liable for defects in quality and title in accordance with the statutory provisions. In the event of a justified defect, the Buyer is initially entitled to subsequent performance. The type of subsequent performance is determined in accordance with the statutory provisions. If subsequent performance has failed, is unreasonable, or is dispensable under the statutory provisions, the Buyer has the further statutory rights, in particular the right to a reduction in price or rescission and, where applicable, damages. The statutory limitation periods for defect claims apply, unless otherwise effectively agreed. Excluded from liability for defects are defects and damage demonstrably attributable to operational wear and tear, normal wear and tear, improper use, operating errors, culpable breaches of duty by the Customer, connection to unsuitable power sources, or operation with an incorrect type of current. 7.3. Medicinal products, sterile goods, procurement items and custom-made products are excluded from return and exchange, unless the Customer has a statutory claim due to a defect or for another mandatory statutory reason. Returns of other items may only be made following prior consultation and coordination with our responsible staff. This applies in particular to direct returns from end consumers or users. We reserve the right to refuse acceptance of returns that have not been coordinated with our company.
8. PLACE OF PERFORMANCE, PLACE OF JURISDICTION, OTHER AGREEMENTS
8.1. To the extent legally permissible, the place of performance for delivery and payment, as well as the place of jurisdiction, is Duisburg. The law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. Mandatory statutory places of jurisdiction remain unaffected. 8.2. Severability Clause Should any provision of these Terms and Conditions be wholly or partially invalid, the affected provision, or the part thereof that is legally questionable, shall be replaced by a provision that comes as close as legally permissible to the purpose intended by the parties. The validity of the remaining provisions shall not be affected thereby. 8.3. The Customer agrees that, within the scope of the business relationship, we may process personal data in accordance with the applicable data protection provisions, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Further details are set out in our current Privacy Policy. At the same time, you have the right to obtain information at any time about the data stored concerning your company or yourself, including the origin and recipients of your data and the purpose of the data processing. Please submit your request in writing or by e-mail to our address stated above, or to our Data Protection Officer at datenschutz@agad.de.

Duisburg, September 2026