Allgemeine Geschäftsbedingungen

General Terms and Conditions

Version: October 28, 2025

1. Scope

(1) All deliveries, services, and offers of Maxxis International GmbH (hereinafter referred to as "Seller") are subject exclusively to these General Terms and Conditions of Delivery. These terms and conditions form an integral part of all contracts that the Seller concludes with its contractual partners (hereinafter also referred to as "Customer") regarding the deliveries or services it offers. They also apply to all future deliveries, services, or offers to the Customer, unless otherwise agreed between the contracting parties.

(2) Terms and conditions of the Customer or third parties do not apply, even if the Seller does not expressly object to their validity in individual cases. Even if the Seller refers to a letter that contains or refers to terms and conditions of the Customer or a third party, this does not constitute acceptance of the validity of those terms and conditions.

§ 2. Offer and Conclusion of Contract

(1) All offers made by the Seller are subject to change and non-binding unless they are expressly designated as binding or include a specific acceptance period.

The submission of an order by the customer constitutes a binding offer to the seller to conclude a purchase agreement for the goods listed in the order. If the customer receives confirmation in written form, this does not constitute acceptance of the customer's offer unless acceptance is expressly stated therein. Unless acceptance is expressly stated beforehand, acceptance occurs upon shipment of the ordered goods to the customer. The seller may accept orders within fourteen days of receipt. The customer is bound by their offer during this period.

(2) The concluded purchase agreement, including these General Terms and Conditions of Delivery and the agreement made with the customer (price list), is solely authoritative for the legal relationship between the seller and the customer. It fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by the seller prior to the conclusion of this agreement are legally non-binding, and oral agreements between the contracting parties are superseded by the written agreement unless it is expressly stated therein that they remain binding.

(3) Amendments and modifications to the agreements made, including these General Terms and Conditions of Delivery, require written form to be effective. With the exception of managing directors or authorized signatories, the seller's employees are not authorized to make any oral agreements that deviate from these terms. Transmission by fax or email is sufficient to satisfy the written form requirement.

(4) Information provided by the seller regarding the subject matter of the delivery or service (e.g., weights, dimensions, performance characteristics, load-bearing capacity, tolerances, and technical data), as well as our representations thereof (e.g., drawings and illustrations), are only approximate unless exact conformity is required for the intended contractual purpose. They are not guaranteed characteristics but rather descriptions or specifications of the delivery or service. Commercially customary deviations and deviations resulting from legal regulations or representing technical improvements, as well as the replacement of components with equivalent parts, are permissible provided they do not impair the suitability for the intended contractual purpose.

(4) Information provided by the seller regarding the subject matter of the delivery or service (e.g., weights, dimensions, performance characteristics, load-bearing capacity, tolerances, and technical data), as well as the replacement of components with equivalent parts, are permissible provided they do not impair the suitability for the intended contractual purpose.

(4) (5) The seller retains ownership and copyright to all offers and cost estimates submitted by the seller, as well as to all drawings, illustrations, calculations, brochures, catalogs, models, tools, and other documents and aids provided to the customer. The customer may not, without the seller's express consent, make these items or their content accessible to third parties, disclose them, use them, or reproduce them, either directly or indirectly. At the seller's request, the customer must return these items in full and destroy any copies made if they are no longer needed in the ordinary course of business or if negotiations do not result in a contract.

3. Prices and Payment

(1) Unless otherwise agreed, the prices and payment terms listed in the respective price list agreed upon with the customer shall apply. The prices apply to the scope of services and delivery specified in the offer description or order confirmation. Additional or special services will be invoiced separately. Prices are quoted in EURO ex works, plus packaging, statutory value-added tax, and, for export deliveries, customs duties, fees, and other public charges.

(2) If the agreed prices are based on the seller's list prices and delivery is to take place more than four months after the conclusion of the contract, the seller's list prices valid at the time of delivery shall apply (in each case less any agreed percentage or fixed discount).

(3) Invoices are payable within thirty days without any deductions, unless otherwise agreed. The date of receipt by the seller shall be decisive for the date of payment. Alternatively, the customer may grant the seller a SEPA Direct Debit Mandate / SEPA Corporate Direct Debit Mandate. Direct debits will be collected no earlier than two days after the invoice date. The pre-notification period is reduced to two days. The buyer warrants that sufficient funds will be available in the account. The buyer is liable for all costs incurred due to non-payment or chargeback of the direct debit, insofar as these are attributable to the buyer. Checks are only considered payment after they have been cleared. If the buyer fails to pay on the due date, the outstanding amounts will accrue interest at 8% above the base interest rate from the due date; the right to claim higher interest and further damages in the event of default remains unaffected.

(4) Offsetting against counterclaims of the buyer or withholding payments due to such claims is only permissible if the counterclaims are undisputed or have been legally established.

(5) The seller is entitled to execute or perform any outstanding deliveries or services only against prepayment or provision of security if, after conclusion of the contract, circumstances become known to the seller that are likely to significantly impair the customer's creditworthiness and that jeopardize the payment of the seller's outstanding claims by the customer arising from the respective contractual relationship (including from other individual orders to which the same framework agreement applies).

4 Delivery and Delivery Time

(1) Deliveries are made ex works.

(2) Deadlines and dates for deliveries and services indicated by the seller are always approximate unless a fixed deadline or date has been expressly promised or agreed upon. (3) Without prejudice to its rights arising from the buyer's default, the seller may demand from the buyer an extension of delivery and performance deadlines or a postponement of delivery and performance dates by the period during which the buyer fails to fulfill its contractual obligations to the seller.

(4) The seller shall not be liable for impossibility of delivery or for delivery delays insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g., operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy, or raw materials, difficulties in obtaining necessary official permits, official actions, or the failure, incorrectness, or lateness of deliveries by suppliers) for which the seller is not responsible. If such events significantly impede or render impossible the seller's delivery or performance and the impediment is not merely temporary, the seller shall be entitled to withdraw from the contract. In the event of temporary obstacles, delivery or performance deadlines shall be extended or delivery or performance dates postponed by the duration of the impediment plus a reasonable start-up period. If, as a result of the delay, acceptance of the delivery or performance is unreasonable for the customer, the customer may withdraw from the contract by giving immediate written notice to the seller.

(5) The seller is only entitled to make partial deliveries if the partial delivery is usable by the customer within the scope of the contractual purpose and does not result in any significant additional effort or costs for the customer (unless the seller agrees to bear these costs).

(6) If the seller defaults on a delivery or service, or if a delivery or service becomes impossible for any reason whatsoever, the seller's liability for damages is limited in accordance with Section 8 of these General Terms and Conditions of Delivery.

5 Place of Performance, Shipping, Packaging, Risk, Acceptance

(1) The place of performance for all obligations arising from the contractual relationship is Dägeling, unless otherwise agreed.

(2) The method of shipment and packaging are at the seller's discretion.

(3) The risk passes to the buyer no later than upon handover of the delivery item (whereby the commencement of the loading process is decisive) to the freight forwarder, carrier, or other third party designated to carry out the shipment. This also applies if partial deliveries are made or if the seller has assumed other obligations (e.g., shipping or installation). If shipment or delivery is delayed due to circumstances attributable to the customer, the risk passes to the customer on the day the goods are ready for shipment and the seller has notified the customer accordingly.

(4) Storage costs after the transfer of risk shall be borne by the customer. If the seller stores the goods, the storage costs shall be 0.25% of the invoice amount of the goods to be stored per week commenced. The seller reserves the right to claim and prove higher or lower storage costs.

(5) The shipment will only be insured by the seller against theft, breakage, transport damage, fire, water damage, or other insurable risks at the customer's express request and expense.

5 Place of Performance, Shipping, Packaging, Risk, Acceptance

(1) The place of performance for all obligations arising from the contractual relationship is Dägeling, unless otherwise agreed.

(2) The method of shipping and packaging are at the seller's discretion.

(3) The risk passes to the customer no later than upon handover of the goods (whereby the commencement of the loading process is decisive) to the freight forwarder, carrier, or other third party designated to carry out the shipment. This also applies if partial deliveries are made or if the seller has assumed other obligations (e.g., shipping or installation). If shipment or handover is delayed due to a circumstance attributable to the customer, the risk passes to the customer from the day on which the goods are ready for shipment and the seller has notified the customer accordingly.

(4) Storage costs after the transfer of risk shall be borne by the customer. If the goods are stored by the seller, storage costs amount to 0.25% of the invoice amount of the goods to be stored per week commenced. The seller reserves the right to claim and prove higher or lower storage costs.

(5) The shipment will only be insured by the seller against theft, breakage, transport damage, fire, water damage, or other insurable risks at the express request and expense of the customer.

(6) If acceptance is required, the goods shall be deemed accepted if the seller has notified the customer of this deemed acceptance pursuant to Section 5 (6) and requested acceptance, twelve working days have passed since delivery, and the customer has failed to accept the goods within this period for any reason other than a defect reported to the seller that renders the goods unusable or significantly impairs their use.

6 Warranty, Defects

(1) The warranty period is one year from delivery or, if acceptance is required, from the date of acceptance.

(2) The delivered goods must be carefully inspected immediately upon delivery to the customer or to a third party designated by the customer. They are deemed accepted unless the seller receives a written notice of defects regarding obvious defects or other defects that would have been apparent upon immediate, careful inspection within seven working days of delivery of the goods, or otherwise within seven working days of the discovery of the defect or any earlier time at which the defect would have been apparent to the customer upon normal use of the goods without further investigation, in the manner specified in Section 2 (2), sentence 6. At the seller's request, the goods in question must be returned to the seller freight prepaid. In the case of a justified notice of defects, the seller will reimburse the costs of the least expensive shipping method; this does not apply if the costs increase because the goods are located at a place other than the place of intended use.

(3) In the event of material defects in the delivered goods, the seller is initially obligated and entitled, at its discretion, to either repair or replace the goods within a reasonable period. In the event of failure, i.e., impossibility, unreasonableness, refusal, or undue delay of repair or replacement, the customer may withdraw from the contract or reduce the purchase price accordingly.

(4) If a defect is due to the seller's fault, the customer may claim damages under the conditions specified in Section 8.

(5) In the case of defects in components from other manufacturers that the seller cannot remedy for licensing or practical reasons, the seller will, at its discretion, either assert its warranty claims against the manufacturers and suppliers on behalf of the customer or assign them to the customer. Warranty claims against the seller for such defects exist under the other conditions and in accordance with these General Terms and Conditions of Delivery only if the legal enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or is futile, for example, due to insolvency. The statute of limitations for the customer's relevant warranty claims against the seller is suspended for the duration of the legal proceedings.

(6) The warranty is void if the customer modifies the delivered item or has it modified by a third party without the seller's consent, and this renders the rectification of defects impossible or unreasonably difficult. In any case, the customer shall bear any additional costs incurred for rectifying defects as a result of the modification.

(7) Any delivery of used goods agreed upon with the customer in a specific case is made excluding any warranty for defects.

7 Intellectual Property Rights

(1) The Seller warrants, in accordance with this Section 7, that the delivered goods are free from third-party industrial property rights or copyrights. Each party shall immediately notify the other party in writing if any claims are asserted against it for infringement of such rights.

(2) In the event that the delivered goods infringe a third party's industrial property right or copyright, the Seller shall, at its own discretion and expense, either modify or replace the delivered goods in such a way that no third-party rights are infringed, while the delivered goods continue to fulfill the contractually agreed functions, or procure the right of use for the Customer by concluding a license agreement. If the Seller fails to do so within a reasonable period, the Customer shall be entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages by the Customer shall be subject to the limitations of Section 8 of these General Terms and Conditions of Delivery.

(2) (3) In the event of infringements of rights by products of other manufacturers supplied by the Seller, the Seller shall, at its discretion, either assert its claims against the manufacturers and upstream suppliers on behalf of the Customer or assign them to the Customer. Claims against the Seller in these cases exist in accordance with this Section 7 only if the legal enforcement of the aforementioned claims against the manufacturers and upstream suppliers has been unsuccessful or is futile, for example, due to insolvency.

8 Liability for Damages Due to Negligence

(1) The Seller's liability for damages, regardless of the legal basis, in particular for impossibility of performance, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations, and tort, is limited in accordance with this Section 8, insofar as fault is a prerequisite for liability.

(2) The Seller shall not be liable in the case of simple negligence on the part of its officers, legal representatives, employees, or other agents, unless such negligence constitutes a breach of a fundamental contractual obligation. Essential contractual obligations include the timely delivery and installation of the goods, which must be free from material defects, as well as advisory, protective, and custodial duties intended to enable the customer to use the goods in accordance with the contract or to protect the life and limb of the customer's personnel or the customer's property from significant damage.

(3) To the extent that the seller is liable for damages pursuant to Section 8 (2), such liability is limited to damages that the seller foresaw as a possible consequence of a breach of contract at the time of contract conclusion or that the seller should have foreseen by exercising due diligence. Indirect and consequential damages resulting from defects in the goods are only recoverable to the extent that such damages are typically to be expected when the goods are used as intended.

(3) (4) In the event of liability for simple negligence, the Seller's liability for property damage and resulting consequential financial losses is limited to EUR 5,000 per claim, even if the breach involves a fundamental contractual obligation.

(5) The foregoing exclusions and limitations of liability apply equally to the benefit of the Seller's officers, legal representatives, employees, and other agents.

(6) To the extent that the Seller provides technical information or advice, and such information or advice is not part of the contractually agreed scope of services owed by the Seller, this is done free of charge and without any liability.

(7) The limitations of this Section 8 do not apply to the Seller's liability for intentional misconduct, for guaranteed characteristics, for injury to life, body, or health, or under the Product Liability Act.

9. Retention of Title

(1) We retain title to the goods sold until full payment of all our current and future claims arising from the purchase agreement and any ongoing business relationship (secured claims).

(2) Goods subject to retention of title may not be pledged or assigned as security to third parties before full payment of the secured claims. The buyer must notify us immediately in writing if and to the extent that third parties attempt to seize goods belonging to us.

(3) In the event of a breach of contract by the buyer, in particular in the event of non-payment of the purchase price when due, we are entitled, in accordance with statutory provisions, to withdraw from the contract and demand the return of the goods based on the retention of title and the withdrawal. If the buyer fails to pay the purchase price when due, we may only exercise these rights if we have previously set the buyer a reasonable deadline for payment without success, or if setting such a deadline is unnecessary under statutory provisions.

(4) The buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

(a) The retention of title extends to the products resulting from the processing, mixing, or combining of our goods to their full value, with us being considered the manufacturer. If, in the case of processing, mixing, or combining with goods belonging to third parties, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same commission apply to the resulting product as to the goods delivered subject to retention of title.

(b) The buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or the product, either in full or to the extent of our potential co-ownership share as described in the preceding paragraph. We accept this assignment. The buyer's obligations set forth in paragraph 2 shall also apply with respect to the assigned claims.

(b) (c) The buyer remains authorized to collect the receivables alongside us. We undertake not to collect the receivables as long as the buyer fulfills its payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed, and there is no other impairment of its ability to perform. However, if any of these conditions are met, we may demand that the buyer disclose to us the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.

(d) If the realizable value of the collateral exceeds our claims by more than 10%, we will release collateral of our choice at the buyer's request.

10. Final Provisions

(1) The place of jurisdiction for all disputes arising from the business relationship between the seller and the customer, provided both the seller and the customer are merchants, is Itzehoe. Mandatory statutory provisions regarding exclusive places of jurisdiction remain unaffected by this provision.

(2) The relationship between the seller and the customer is governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.

(3) Insofar as the contract or these General Terms and Conditions of Delivery contain gaps, those legally effective provisions shall be deemed agreed upon which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the gap.

Note:
The customer acknowledges that the seller stores data from the contractual relationship pursuant to Section 28 of the German Federal Data Protection Act (BDSG) for the purpose of data processing and reserves the right to transfer the data to third parties (e.g., insurance companies) to the extent necessary for the performance of the contract.