I. Scope of Application
1. The following Terms and Conditions of Sale and Delivery apply to all contracts concluded between the buyer and us regarding the purchase and delivery of goods. They also apply to all future business relationships, even if they are not expressly agreed upon again. Any deviating terms and conditions of the buyer that we do not expressly acknowledge are non-binding on us, even if we do not expressly object to them. Our Terms and Conditions of Sale and Delivery shall also apply if we execute the buyer’s order without reservation despite being aware of conflicting or deviating terms and conditions of the buyer.
2. The Terms and Conditions of Sale and Delivery apply only to businesses within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law, but not to consumers.
3. Individual agreements made with the buyer on a case-by-case basis shall in all cases take precedence over these Terms and Conditions of Sale and Delivery. A written contract or written confirmation from us is required for the content of such agreements.
4. Our offers are subject to change. Any specifications regarding quality, performance, and delivery dates shall only be deemed agreed upon if we expressly confirm such details in writing.

II. Conclusion of the Contract
1. We may accept an order from the buyer, which constitutes an offer to conclude a sales contract, within two weeks by sending an order confirmation or by shipping the ordered products within the same period.
2. We are entitled, for the purpose of conducting a credit check on the buyer, to retrieve the address and creditworthiness data stored about the buyer—including data determined on the basis of mathematical-statistical methods—from credit reporting agencies operating and registered in accordance with Art. 6(1)(b) and (f) of the GDPR and § 31 of the BDSG, provided that we have credibly demonstrated our legitimate interest. In doing so, probability values—the calculation of which incorporates, among other things, address data—are collected and used for the purpose of deciding on the establishment, execution, or termination of the contractual relationship.
3. We will provide any necessary advice requested by the buyer in addition to product descriptions and installation instructions to the best of our knowledge based on our findings and experience, without, however, being obligated to do so. All information and advice, as well as applications of any kind, do not relieve the buyer from conducting their own tests to verify the suitability of the products for the intended processes and purposes. Information and advice provided by us are non-binding and do not establish a separate contractual relationship or any ancillary obligation arising from the concluded sales and delivery contract, unless expressly agreed otherwise in writing.

III. Terms of Payment
1. Unless otherwise agreed in individual cases, our prices in effect at the time the contract is concluded shall apply. Our prices do not include the applicable statutory value-added tax. This will be shown separately on the invoice at the statutory rate in effect on the date the invoice is issued. Unless a fixed-price agreement has been made, we reserve the right to make reasonable price adjustments due to changes in labor, raw material, and distribution costs for deliveries made 3 months or later after the conclusion of the contract.
Payment is due within 10 days of the invoice date. After this period, default occurs and we are entitled to charge the costs incurred by the credit facility, but at least the statutory default interest.
2. In the case of sale by delivery, the buyer bears the transportation costs from the warehouse and the costs of any transportation insurance requested by the buyer. Any customs duties, fees, taxes, and other public charges are borne by the buyer.
3. If these terms are not complied with, or if, after the conclusion of the contract, we become aware of circumstances that are likely to impair the buyer’s creditworthiness—for example, because the buyer has suspended payments or an application for insolvency proceedings has been filed—all our claims shall become due immediately. We are also entitled to demand security and to execute any outstanding deliveries only against advance payment or the provision of security. Upon the fruitless expiration of a reasonable grace period set by us, we are entitled to demand damages in lieu of performance or reimbursement of futile expenses. The right to rescind the contract remains unaffected by this. We may further prohibit the resale of goods delivered under retention of title and demand their return at the buyer’s expense. We are entitled to reimbursement for additional freight, shipping, and other expenses, as well as for any depreciation in the value of the goods.
4. The buyer is entitled to set off claims, even if complaints regarding defects or counterclaims are asserted, only if the counterclaims have been legally established, acknowledged by us, or are undisputed. The buyer is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship. We are entitled to exercise a right of retention with respect to all claims arising from the business relationship with the buyer.

IV. Delivery
1. In dealings with business customers, the conclusion of the contract is subject to correct and timely delivery to us by our suppliers. This applies only if we are not responsible for the non-delivery, in particular when a corresponding covering transaction has been concluded with our suppliers. Delivery dates or deadlines that have not been expressly agreed upon as binding are strictly non-binding. We are entitled to make earlier deliveries or partial deliveries. Unless otherwise agreed, all deliveries are made ex warehouse Dorsten/Wulfen, which is also the place of performance. The delivery time specified by us does not begin until technical issues have been clarified. The buyer must fulfill all obligations incumbent upon them properly and in a timely manner. We reserve the right to invoke the defense of non-performance of the contract.
2. Delivery dates specified by us are deemed met if the goods to be delivered have left our factory or warehouse prior to the date. Partial deliveries that are reasonable for the buyer are
permitted. Over- or under-deliveries of up to 5% of the total quantity do not entitle the buyer to object to the contract, unless the buyer has no interest in the partial delivery. In any case, the buyer may only assert claims against us for delayed or non-delivery once a reasonable period set for us—which must be at least 14 days—has elapsed.
3. If we are prevented, in whole or in part, from fulfilling our obligations due to force majeure, we shall be released from the fulfillment of our contractual obligations until the force majeure ceases. However, we shall notify the buyer of this immediately, provided that the buyer is not also prevented from fulfilling the contract due to a case of force majeure. The inability to secure a sufficient supply of utilities such as electricity, heating, etc., as well as strikes and lockouts, the outbreak of an epidemic or pandemic, and terrorist attacks, earthquakes, floods, fires, and/or droughts—provided they are not of short duration or caused by us—shall be deemed acts of force majeure. In the event of force majeure, we are entitled to postpone our delivery date. In this respect, the buyer is not entitled to withdraw from the contract or to claim damages; our liability is excluded. If delivery is not possible within a reasonable period or if the buyer credibly demonstrates that a later delivery is unreasonable for them, they are entitled to withdraw from the contract. Any further claims by the buyer, in particular claims for damages, are excluded.
4. In the event that a delay in delivery for which we are responsible—where fault is attributable to our representatives or vicarious agents—is based on a grossly negligent or intentional breach of contract for which we are responsible, or on a slightly negligent breach of a material contractual obligation for which we are responsible, we shall be liable in accordance with the statutory provisions, provided that in such a case our liability for damages is limited to the foreseeable, typically occurring damage.
5. In the event of a delay in delivery for which we are responsible, which is based solely on a culpable breach of a non-essential contractual obligation, the buyer’s claim for damages shall be limited to 25% of the value of the goods.

V. Acceptance
1. The buyer is obligated to take all necessary steps to accept our delivery. In the event of a culpable breach of this obligation by the buyer, the buyer shall be liable to us for any additional expenses incurred, and we reserve the right to assert further claims for damages.
2. If the buyer is more than 14 days late in accepting the delivery, we shall set a grace period of 14 days for acceptance in writing, simultaneously announcing that we will refuse acceptance if the set period expires without result. If the buyer allows the set grace period to elapse without result, we are entitled to withdraw from the purchase contract by written declaration or to claim damages for non-performance. If the buyer persistently refuses acceptance or if it is apparent that payment of the purchase price is not possible even if a grace period is granted, no grace period need be set.
3. If the buyer is in default of acceptance and we therefore claim damages, we may demand lump-sum damages amounting to 10% of the net purchase price, unless the buyer proves that we have incurred no damage or only significantly less damage. The right to claim further damages remains unaffected by this.

VI. Retention of Title
1. Our deliveries remain our property until all our claims, including future claims, regardless of their legal basis, have been paid in full, even if payments are made toward specifically designated claims. In the case of an open account, the reserved title serves as security for our balance claim. Processing and treatment are carried out for us as the manufacturer within the meaning of § 950 BGB, without obligating us. The processed goods serve as security for us in the amount of the invoice value of the goods subject to retention of title.
2. If the goods subject to retention of title are processed or mixed by the buyer with other goods not belonging to us, the buyer hereby assigns to us co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods, including the costs of processing at the time of processing (combination, mixing). Our co-ownership rights arising hereunder shall be deemed, mutatis mutandis, to be goods subject to retention of title in accordance with these terms and conditions. The same applies in the event that our goods are mixed or combined with other items.
3. The buyer may sell our property only in the ordinary course of business under his normal terms and conditions and provided he is not in default. He is entitled and authorized to resell the goods subject to retention of title only on the condition that the claim arising from the resale is transferred to us in accordance with paragraphs 4 and 5. The buyer is not entitled to dispose of the goods subject to retention of title in any other way, in particular by way of transfer of ownership by way of security or by pledging them.
4. The buyer’s claims arising from the resale of the goods subject to retention of title are hereby assigned to us; we accept this assignment.
5. If the goods subject to retention of title are processed by the buyer after processing, either alone or together with other goods not belonging to us, or are sold in an unprocessed state, the assignment of the claim arising from the resale shall apply only to the extent of the invoice value of the goods subject to retention of title.
6. If the goods subject to retention of title are used by the buyer to fulfill a contract for work and services or a contract for the supply of work and materials, the claim arising from the contract for work and services or the contract for the supply of work and materials shall be assigned to us in advance to the same extent as specified in paragraphs 4 and 5. We also expressly accept this assignment.
7. The buyer is entitled to collect claims arising from the resale until we revoke this right. We may revoke this authorization at any time. Upon our request, the buyer is obligated—unless we inform the buyer’s customer ourselves—to notify the customer of the assignment to us and to provide us with proof of such notification, as well as to send us the information and documents necessary for the collection of the assigned claim along with this notification.
8. If the value of the security interests existing in our favor exceeds our claims by more than 30% in total, we are obligated, at the buyer’s request, to release the security to the extent of such excess, at our discretion.

9. The buyer must notify us immediately of any attachment or other encumbrance by third parties.
10. In the event of a breach of duty, in particular a breach of any of the obligations set forth in this section or in Section III, we are entitled—in addition to other rights—to take back the goods. After taking back the goods, we must notify the buyer within a reasonable period of time whether we are withdrawing from the contract and claiming damages. We are entitled to sell the returned goods on the open market to offset our claim.

VII. Warranty
1. The buyer may only assert claims for defects if the buyer has properly fulfilled the obligations to inspect and give notice of defects owed under § 377 HGB. If the buyer makes changes to our products, fails to follow or does not sufficiently follow our operating, installation, and maintenance instructions or safety guidelines, or uses parts or consumables not approved by us, our warranty obligation shall lapse, unless the buyer can prove that the defect is not attributable to any of these circumstances. The buyer must have any identified complaints confirmed by the carrier. Other defects (including the absence of an agreed quality), as well as quantity discrepancies and incorrect deliveries, must be reported in writing within one week of receipt of the goods, provided they are recognizable, with a detailed description of the defects. Defects that are not detectable upon proper inspection must be reported in writing within one week of discovery. If the aforementioned complaint deadlines are missed, claims for defects are excluded.
2. We will remedy justified complaints regarding defects that arise within the defect notification period and are reported in a timely manner, either by replacement delivery or repair. If the replacement delivery is justifiably rejected, the buyer is entitled to a price reduction or to withdraw from the contract. Aside from withdrawal, the buyer is not entitled to any claim for damages due to the defect.
3. The parts for which we provide a replacement free of charge become our property. They must be protected from any alteration and returned to us at our expense upon request, with the defective areas clearly marked. Material sent to us for inspection may be retained for only three months from the date the inspection report is issued. If we have not received any contrary notification after this period, the material will be scrapped.
4. If the buyer opts for damages after failed subsequent performance, the goods shall remain with the buyer if this is reasonable. Damages are limited to the difference between the purchase price and the value of the defective item. This does not apply if we caused the breach of contract intentionally.
5. For business customers, the warranty period is one year from delivery of the goods; for structures and items that have been used in a structure in accordance with their customary use and have caused its defectiveness, five years from handover, provided that the VOB/B is not applied in its entirety.
6. Claims for damages by the buyer due to a defect also become time-barred one year after delivery of the goods. This does not apply if we are accused of intent.
7. The foregoing provisions do not entail a shift in the burden of proof to the detriment of the buyer.
8. If we are unable to remedy identified defects in a reasonable manner through repair, or if such remedy is technically impossible, we may, without prejudice to the buyer’s rights, withdraw from the contract.

VIII. Liability
1. Unless otherwise provided in these Terms and Conditions of Sale and Delivery, including the following provisions, or in a separate written agreement between us and the buyer, we shall be liable—regardless of the legal basis—for any breach in accordance with the applicable statutory provisions.

2. If we breach a contractual obligation intentionally or through gross negligence, or a material contractual obligation through simple negligence, our liability for damages is limited to the foreseeable, direct, and average damages typical for this type of contract. This also applies to breaches of duty committed through slight negligence by our representatives or vicarious agents. Essential contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the buyer may regularly rely (cardinal obligations). In all other cases of breaches of duty due to slight negligence, our liability is excluded.
3. The provisions of the preceding paragraphs apply to all claims for damages, regardless of the legal basis, in particular due to defects, breach of obligations arising from the contractual relationship, or tort. They also apply to claims for reimbursement of futile expenses. Liability for delay in delivery, however, is governed exclusively by Section IV of these Terms and Conditions of Sale and Delivery. Unlimited liability for intent, gross negligence, under the provisions of the Product Liability Act, any warranty, or injury to life, limb, or health remains unaffected by this limitation of liability. A commercial liability insurance policy is in place to cover liability claims.

IX. Data Protection, Confidentiality
1. The contracts we enter into with the buyer are executed in compliance with the statutory provisions of the Federal Data Protection Act (BDSG), the Telecommunications, Telemedia, and Data Protection Act (TTDSG), and the General Data Protection Regulation (GDPR). We assure you that the stored data is retained solely for internal use and for specific purposes. Furthermore, any disclosure to external service providers is made only in compliance with data protection regulations.
We may conclude separate agreements for this purpose, in which the external service providers undertake to comply with the applicable legal provisions. Within the scope of our legitimate interest pursuant to Art. 6(1)(f) GDPR, we exchange credit information within Indus Holding AG, Kölner Straße 32, 51429 Bergisch Gladbach, and with our affiliated companies there, as well as with credit reporting agencies. In this regard, we refer to the privacy policy published on our website at https://kettlerweb.de/datenschutz/ in its currently valid version.
2. The contracting parties undertake to treat information and data arising from their mutual business relationship as confidential. In the event of a breach, we reserve the right to claim damages and take criminal action.
3. The obligation of confidentiality toward the buyer does not apply to companies affiliated with us within the meaning of the German Stock Corporation Act (
) § 15 AktienG, nor does it apply in cases where the contents of the contract, agreements, and information are already known or generally accessible.

X. Requirement of Written Form
Verbal side agreements are invalid to the extent that they were not included in the written contract at the time the contract was concluded. Any further side agreements must be in writing to be valid. This also applies to any amendment of the written form clause.
However, for all written declarations and expressions of intent by the parties, the text form pursuant to
§ 126b BGB is sufficient for their legal validity, provided that the law does not mandatorily require the written form.

XI. Jurisdiction, Governing Law
1. If our contractual partners are merchants, legal entities under public law, or special funds under public law, the place of jurisdiction for deliveries and payments, as well as for all disputes arising between us and the buyer from the contracts concluded between us and the buyer, shall be our registered office. The same applies to cross-border deliveries arising from contractual relationships. However, we are also entitled to sue the buyer before the court at which the buyer has its general place of jurisdiction.
2. The law of the Federal Republic of Germany shall apply exclusively to the relations between the contracting parties. The application of international conventions concerning the sale of movable goods and the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. With regard to the content of our General Terms and Conditions of Sale and Delivery, the German version shall apply exclusively, even in the case of any versions in other languages.

XII. Miscellaneous
1. Should any provision of these General Terms and Conditions of Sale and Delivery be or become invalid, void, or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of the General Terms and Conditions of Sale and Delivery.
2. We are also entitled to amend our General Terms and Conditions and adapt them to the current state of legislation and case law. However, the General Terms and Conditions incorporated into the individual contracts shall apply in the version valid at the time the contract was concluded.