TERMS OF SERVICE

§ 1 - General / Scope

1. The deliveries, services and offers of the company E-cision GmbH & Co. KG (hereinafter referred to as "E-cision") are exclusively based on these terms and conditions. They shall therefore also apply to all future business relations with the customer, even if they are not expressly agreed upon again.
2. Deviations from these terms and conditions shall only be effective if confirmed in writing by E-cision.

§ 2 - Offer and conclusion of contract

1. All offers are always understood to be subject to confirmation, unless otherwise stated on the offer.
2. The dimensions, performance and weights stated in our offers and confirmations are to be regarded as approximate. Any photographs or illustrations do not represent the object of sale. Deviations may occur in the details of the actual object of sale. We reserve the right to deviations due to the continuous development and improvement of our products.
3. Declarations of acceptance and all orders require the confirmation of E-cision to be legally effective. The same applies to additions, amendments or subsidiary agreements.
4. If, in the opinion of the customer, our confirmation deviates from previously made agreements, the customer shall immediately raise an objection in writing. Otherwise, our letter of confirmation shall be deemed to have been approved.
5. Drawings, illustrations, dimensions or other performance data are only binding if this is expressly agreed in writing.
6. E-cision's employees are not authorised to make verbal subsidiary agreements or to give verbal assurances that go beyond the content of the written contract.

 § 3 - Prices and Payment

1. Our prices are ex works, location Bocholt, plus the respective value added tax. Costs for packaging, freight, insurance, customs, import duties or other shipping costs are - unless otherwise agreed - not included and shall be borne by the contractual partner.
2. The prices are not binding for any repeat orders.
3. The agreed price for delivery and, if applicable, assembly shall apply to a delay-free delivery and assembly process. In the event that we have waiting times due to preliminary conditions on site, the resulting costs will be charged additionally.

§ 4 - Delivery dates, delivery, transfer of risk, acceptance

1. Unless we have expressly confirmed fixed dates, the delivery and assembly deadlines are only approximate and non-binding.
2. If we send drawings, sketches or measurement documents to the customer with the request for final approval, deadlines shall only commence with the approval by the customer.
3. Reasonable partial deliveries are permissible
4. If we become aware of the fact that the financial circumstances of the client have deteriorated significantly prior to delivery / installation, we are entitled to demand a corresponding security deposit prior to delivery / installation. Without such a security deposit, we will not be in default.
5. Events of force majeure (natural disasters, strikes, lockouts or similar circumstances) shall entitle us to postpone the delivery or service for the duration of the hindrance.
6. The risk shall pass to the customer upon collection by the customer or handover to the forwarding agent or carrier, even if partial deliveries are made.
7. We accept no liability for transport damage. Such damage must be reported to the transport company in writing upon receipt of the goods. Any shortages must be confirmed in writing by the transport company. The client shall be responsible for an appropriate incoming goods inspection.
8. If the customer is in default of acceptance, fails to cooperate or delays our delivery for reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall charge a flat-rate compensation amounting to 1% of the net invoice amount per month, starting with the delivery deadline or - in the absence of a delivery deadline - with the notification of readiness for dispatch. The proof of a higher damage and our legal claims (in particular compensation for additional expenses, reasonable compensation, termination) remain unaffected. However, the flat rate shall be set off against further monetary claims. The client shall be entitled to prove that we have not incurred any damage or only significantly less damage than the aforementioned flat rate.

§ 5 - Ownership, Copyright

1. All business documents (offers, drawings, etc.) sent to the client remain our property, which is protected by copyright and may not be reproduced in whole or in part or made accessible to third parties without our express prior written consent. Upon written request, the client is obliged to return these documents to us if a contract is not concluded.
2. The customer shall be solely liable if rights, in particular copyrights of third parties, are infringed by the execution of his order. The client shall indemnify E-cision from all claims of third parties due to such an infringement.

§ 6 - Material defects, warranty and claims for damages

1. The customer shall immediately notify us in writing of any material defects, stating the defects as precisely as possible. In all other respects, the provisions of the German Civil Code (BGB) and the German Commercial Code (HGB), in particular §§ 377, 378 HGB, shall apply.
2. If our delivery or service shows a material defect within the warranty period according to point 3, we shall be entitled, at our discretion, to remedy the defect free of charge, to make a new delivery or to provide a new service.
3. All claims for material defects against us shall become statute-barred 12 months after delivery, unless longer periods are expressly prescribed by law.
4. We are entitled to make the subsequent performance owed dependent on the client paying the purchase price due. However, the client shall be entitled to retain a reasonable part of the purchase price in relation to the defect.
5. In any case, we must be given the opportunity to remedy the defect within a reasonable period of time. For this purpose, we must also be able to enter the respective (sales) locations.
6. Claims for damages: The following restrictions apply to contractual or statutory liability, irrespective of the legal grounds (with the exception of claims under the Product Liability Act): We shall only be liable in the event of intent or gross negligence, also on the part of our executive employees or vicarious agents, in accordance with the statutory provisions. Otherwise, liability is limited to the typically foreseeable damage, except in the case of bodily injury and breaches of essential contractual obligations.

§ 7 - Flat-rate compensation

1. In the event that we withdraw from this contract or terminate this contract for reasons for which the client is responsible or in the event that the client terminates this contract or withdraws from it for reasons for which we are not responsible, the client is obliged to pay us a flat-rate compensation of 20% of the net order amount, unless he can prove that the damage was lower. With appropriate evidence, E-cision can also claim a higher amount.

§ 8 - Retention of title

1. All deliveries remain our property (reserved goods) until the purchase price has been paid in full. This shall also apply after fulfilment of the purchase price if there are still claims against us which have become due earlier. The inclusion of individual claims in a current account or the striking of a balance and its recognition shall not cancel the retention of title. If the client is in default of payment, we shall be entitled to take back our services (goods subject to retention of title) after issuing a reminder and the client shall be obliged to surrender the goods.
2. For the duration of the retention of title, the client shall adequately insure the delivery items against fire, burglary, theft or water damage.
3. If our goods subject to retention of title are processed by the client to form a new movable item, the processing shall be carried out for us, so that we acquire ownership of this new item.
4. If such goods subject to retention of title are sold by the client, alone or together with goods subject to retention of title that do not belong to us, the client hereby assigns to us the claims arising from the resale in the amount of the value of our goods subject to retention of title with all ancillary rights and priority over the rest. We accept the assignment. We authorise our client, subject to revocation, to collect the claims assigned in accordance with the above paragraphs. We shall not make use of our right to collect as long as the client meets his payment obligations, also towards third parties. At our request, however, the client shall name the debtors of the assigned claims and notify them of the assignment; in this case we shall also be entitled to notify the debtors of the assignment ourselves.
5. Insofar as enforcement measures of third parties are executed against our goods subject to retention of title or against the assigned claims, the client is obliged to inform us immediately in writing and to hand over the documents necessary for the objection. The client may neither pledge nor assign by way of security the services subject to retention of title. He must notify us immediately in writing of any attachments.
6. The client's right to resell goods subject to retention of title shall expire upon cessation of payments, application for the opening of insolvency proceedings or the intended implementation of judicial or extrajudicial composition proceedings. The right to use or install goods subject to retention of title shall also expire.
7. The repossession or assertion of the retention of title does not require a declaration of rescission on our part. The taking back or seizure of the reserved goods by us does not constitute a withdrawal from the contract unless we expressly declare such withdrawal.

§ 9 - Applicable law, place of performance, place of jurisdiction

1. The business relations between E-cision and the customer shall be governed by the laws of the Federal Republic of Germany.
2. The place of performance for deliveries, services and payments as well as the exclusive place of jurisdiction shall be Bocholt for both parties and for all present and future claims arising from the business relationship if the customer is a registered trader, a legal entity under public law or a special fund under public law.
3. Should individual or several provisions of these General Terms and Conditions be or become ineffective or contain a loophole, the contracting parties undertake to enter into negotiations with the aim of replacing or supplementing the ineffective or incomplete provision with an appropriate individual agreement which corresponds as far as possible to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.

In the event of discrepancies between the English and German version of these terms and conditions, the German version prevails.

Status: August 2021