General Terms and Conditions (Commercial Customers)

I. Scope of application

1. The following General Terms and Conditions shall apply to all business relations of Yachticon A. Nagel GmbH (hereinafter referred to as "Supplier"), i.e. all contracts, deliveries or other services, and shall be deemed to be included in the future even if they have not been expressly referred to again.
2. Deviations from these GTC shall only become part of the contract if they have become the content of an express written agreement between the Supplier and the Customer.
3. The validity of the purchaser's general terms and conditions is hereby rejected.

II Contract content/prices

1. The written order confirmation by the Supplier shall be decisive for the content and scope of deliveries and services. If there is no such confirmation, the Supplier's offer shall be decisive. If there is no offer, the Supplier's current price list shall apply. Order confirmations or quotations sent by remote data transmission, computer printout or electronically are also valid without a signature.
2. We shall be bound by our offers for 8 days, after which they shall lose their validity.
3. Orders placed with our sales representatives and/or sales representatives as well as collateral agreements, supplements, etc. must be confirmed in writing to be valid.
4. All technical data in our catalogs and other sales documents, lists and drawings as well as weights and dimensions have been carefully compiled; we reserve the right to make subsequent corrections in the event of obvious errors.
5. The price calculation is based on the price lists valid at the time of conclusion of the contract or the specific offer prices. All prices are ex works plus the value added tax applicable on the day of delivery or performance as well as any transportation and packaging costs.
6. We reserve the right to charge a handling fee for low order values.

III Delivery periods/delay in delivery

1. Compliance with deadlines for deliveries and services or a delivery date requires the timely receipt of all specifications and documents to be supplied by the customer, as well as compliance with the agreed terms of payment and other obligations by the customer. If these conditions are not fulfilled in good time, the delivery periods shall be extended accordingly.
2. Transactions for delivery by a fixed date (§ 376 HGB) require express written confirmation.
3. If non-compliance with delivery or performance deadlines is due to force majeure (e.g. mobilization, war, riot, natural disaster, blockade, embargo, disruption of the supply chain, strike, lockout, etc.), the deadlines shall be extended accordingly. The same shall apply if the supplier is not supplied in good time.
4. If the delivery or performance date or the delivery or performance period is not met by the supplier, the customer shall be obliged to set the supplier a reasonable subsequent delivery period in writing. If the supplier culpably fails to deliver or perform within the grace period set, the customer shall be entitled to withdraw from the contract.
5. If the Supplier is responsible for the failure to meet bindingly agreed deadlines, the Purchaser may - if it can credibly demonstrate that it has suffered damage as a result - demand compensation of 0.5% for each completed week of delay, but no more than a total of 5% of the price of the delivery or service affected by the delay. The limitation of liability shall not apply if the Supplier can be accused of intent or gross negligence or if the Supplier is compulsorily liable for injury to life, limb or health.
6. At the Supplier's request, the Purchaser is obliged to declare within a reasonable period of time whether it will withdraw from the contract due to the delay in delivery or performance and/or demand compensation instead of performance and/or insist on the delivery/performance.

IV. Terms of delivery

1. The Supplier is entitled to make partial deliveries to a reasonable extent. Deviations with regard to the dimensions, weight, technical design, manufacture and scope of the goods to be delivered are permissible within a tolerance limit of 15%.
2. Furthermore, the Purchaser shall approve all deviating changes that serve to technically improve the goods or do not result in any technical deterioration.

V. Transfer of risk/delivery

1. Shipment shall be carried out on behalf of the customer at his expense by a carrier of our choice.
2. The risk of accidental destruction and/or loss shall pass to the customer upon shipment or handover to the person carrying out the transportation. This shall also apply if the transportation costs are borne by the supplier. In addition, the risk shall pass to the Purchaser as soon as the Purchaser is in default of acceptance after receipt of the Supplier's notification of readiness for shipment.
3. The Supplier shall not take out transport insurance.

VI Terms of payment

1. The Supplier's claims are due for payment immediately and without any deduction. Payment shall be deemed to have been made as soon as the supplier can dispose of the amount.
2. The Supplier reserves the right to demand advance payment at its discretion.
3. If the Purchaser is in default, the Supplier may demand default interest in the amount of 9 percentage points above the respective base interest rate p.a. in accordance with §§ 247, 288 para. 2 BGB. The right to claim further damages remains unaffected by this.
4. The supplier is not obliged to accept bills of exchange. These shall only be accepted on account of performance in individual cases on the basis of special agreements. The discount and collection charges for the bill of exchange shall be borne by the bill issuer when the claim becomes due and are payable immediately in cash.
5. Irrespective of separately agreed payment agreements in individual cases, claims due to the supplier shall become due immediately if circumstances arise in the person of the customer which make it unreasonable to adhere to payment agreements made. This is the case in the event of justified indications of a significant deterioration in the financial situation of the customer, in particular in the event of suspension of payments, check and bill protests or default of payment, if it becomes apparent that the supplier's claim to consideration is jeopardized by the customer's inability to pay. In these cases, the supplier is also entitled to demand fulfillment step by step or the provision of further securities. Furthermore, the Supplier shall be entitled to set a reasonable period of time within which the Purchaser shall, at the Supplier's discretion, either effect counter-performance concurrently with performance or provide security. If the deadline expires without result, the Supplier may withdraw from the contract.
6. Within the scope of the warranty for defects, the Purchaser may only withhold payments after a justified complaint has been made to an extent that is in reasonable proportion to the material defect that has occurred. In all other respects, the customer shall have no right of retention.
7. The customer shall only be entitled to offset undisputed or legally established claims.

VII Retention of title

1. The delivered goods (goods subject to retention of title) shall remain the property of the Supplier until all claims of the Supplier against the Purchaser arising from the business relationship have been fulfilled. During the existence of the retention of title, the Purchaser is prohibited from pledging or transferring ownership by way of security. In the event of seizure, confiscation or other dispositions or interventions by third parties, the purchaser must inform the supplier immediately.
2. The purchaser is entitled to resell the reserved goods in the ordinary course of business, provided that he receives the agreed remuneration and no prohibition of assignment is agreed. The Purchaser hereby assigns to the Supplier by way of security the claim to the purchase price arising from the sale. However, he shall remain authorized to collect the claims assigned by way of security as long as this authorization is not revoked. The authorization can be revoked if the customer culpably fails to meet or no longer meets his contractual obligations. If the direct debit authorization is revoked, the Supplier shall be entitled to notify the assignment. The Purchaser must provide the Supplier with the documents necessary for the notification of the assignment and for collection immediately upon the Supplier's request.
3. A sale in the ordinary course of business shall not be deemed to have taken place if the Purchaser, contrary to No. 2, pledges the reserved goods to a third party, assigns them as security and/or makes them the subject of factoring and/or sale-leaseback procedures.
4. In the event of processing and/or treatment of goods subject to retention of title, this shall be carried out on behalf of and for the Supplier as manufacturer within the meaning of §§ 950 et seq. of the German Civil Code (BGB). In this case, the supplier shall be entitled to (co-)ownership of the item created by processing and/or treatment of the reserved goods in the ratio of the reserved goods to the value of the new item at the time of processing and/or treatment. The Supplier shall also be entitled to proportionate co-ownership of the new item if, in addition to the goods subject to retention of title, goods of third parties are also processed. If the Purchaser resells the newly manufactured item, it hereby assigns to the Supplier by way of security the claim to which it is entitled from the sale in the amount of the value of the goods subject to retention of title.
5. In the event of damage to or other impairment of the reserved goods, the purchaser must notify the supplier immediately. If the Purchaser incurs claims against third parties as a result of the damage or impairment, it hereby assigns these claims to the Supplier by way of security.
6. If the value of all security interests to which the Supplier is entitled exceeds the amount of all secured claims by more than 20%, the Supplier shall release a corresponding part of the security interests at the request of the Purchaser.
7. In the event of breaches of duty by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to withdraw from the contract and take back the goods subject to retention of title. The purchaser is obliged to surrender them. The taking back of the goods subject to retention of title or the assertion of the retention of title alone shall not require the Supplier to withdraw from the contract and shall not be deemed an implied declaration of withdrawal from the contract, unless the Supplier expressly declares that these actions are to be understood as withdrawal.

VIII. Warranty

1. The recipient must immediately inspect the delivered goods for completeness and externally visible damage, and carry out the necessary inspections in the ordinary course of business and immediately notify the supplier in writing of any damage.
2. Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality and/or only insignificant impairment of usability.
3. Furthermore, claims for defects shall not exist in the event of natural wear and tear, use contrary to the intended purpose or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials or due to special external influences which are not provided for in the contract.
4. In the event of a justified notice of defects, i.e. in the event of defects which already existed or whose cause existed at the time of the transfer of risk, the supplier shall be entitled to choose between rectification (removal of defects) or subsequent delivery (replacement delivery).
5. Liability for expenses necessary for subsequent performance shall be limited to the value of the defective goods.
6. If the supplier delivers a defect-free item for the purpose of subsequent performance, the purchaser must return the defective item. This shall apply accordingly to defective components if these are replaced by defect-free components as part of the subsequent improvement.
7. A one-year warranty period shall apply to claims for defects, insofar as the statutory provisions on the sale of consumer goods (§§ 474 ff. BGB), in particular with regard to recourse liability (§§ 478 ff. BGB), do not apply in the absence of the statutory requirements.
8. The statutory consequences of a breach of the commercial duty to inspect and give notice of defects (in accordance with § 377 HGB) shall remain unaffected by this.
9. Claims for damages shall otherwise be governed by Section X. Any further claims or claims other than those regulated in this clause and clause X. by the Purchaser against the Supplier and its vicarious agents due to a defect shall be excluded.

IX. Return of goods

1. The return of defect-free goods requires the prior written consent of the Supplier. The Supplier shall charge a flat-rate processing fee of 30% of the value of the goods for the return of the defect-free goods. Furthermore, the Purchaser shall bear all transportation costs as well as the costs of packaging, repackaging and any repairs.

X. Compensation/liability

1. Claims for damages by the customer, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and from tort, are excluded, unless mandatory liability under the Product Liability Act applies or in cases of liability for willful or grossly negligent conduct, for injury to life, limb or health or for breach of material contractual obligations.
2. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless a limitation is excluded for another reason due to intentional or grossly negligent behavior, due to liability under the Product Liability Act or due to injury to life, limb or health.
3. In the event of impossibility of delivery for which the Supplier is responsible, the Purchaser's claim for damages shall be limited to 10% of the value of that part of the delivery which cannot be delivered due to the impossibility of delivery, unless the Supplier can be accused of intent or gross negligence and no mandatory liability for injury to life, limb or health applies. The Purchaser's right to withdraw from the contract remains unaffected by this.
4. In the event that a claim for subsequent performance is legitimately asserted against the purchaser by its customer or its customer's customer, the purchaser shall give the supplier the opportunity to carry out the subsequent performance itself within a reasonable period of time before procuring a "replacement" elsewhere. The Purchaser shall impose this obligation on its customer accordingly. If the Purchaser breaches these obligations, the Supplier reserves the right to reduce the reimbursement of expenses to the amount that would have been incurred if it had carried out subsequent performance itself. § Section 444 BGB remains unaffected.
5. Reimbursement of expenses for expenses incurred in the course of the Purchaser's subsequent performance towards its customer shall also be excluded if the Purchaser has not made use of its right to refuse this type of subsequent performance or both types of subsequent performance due to disproportionate costs, contrary to its duty to mitigate damages and/or has not limited the reimbursement of expenses to a reasonable amount.
6. Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the object of the delivery has subsequently been moved to a location other than the recipient address specified by the customer, unless the transfer corresponds to its intended use. This applies accordingly to recourse liability.
7. For claims for damages and reimbursement of expenses in connection with the defectiveness of the goods or services, the binding limitation periods for these claims shall apply (see VIII. 7.). The statutory limitation periods shall apply to claims for damages based on liability under the Product Liability Act, intentional or grossly negligent behavior, as well as due to injury to life, limb or health or due to the breach of essential contractual obligations.

XI Data protection

1. The personal data of the Purchaser which become known directly or through third parties in the course of the business relationship shall be stored by the Supplier in an automatic file and processed for business transactions (note in accordance with the BDSG)
2. The Supplier shall comply with the relevant data protection provisions (in particular the BDSG) when using personal data.
3. The Purchaser consents to the processing by the Supplier of personal data relating to him directly or through third parties.
   personal data obtained directly or through third parties.
4. The Supplier is entitled to send the Purchaser up-to-date information about the company and the products, e.g. in the form of a newsletter about changes to the sales program.

XII Miscellaneous

1. The Supplier reserves its unrestricted property and copyright exploitation rights to cost estimates, drawings and other documents (hereinafter referred to as "Documents"). The Documents may only be made accessible to third parties with the prior consent of the Supplier and, if the order is not placed with the Supplier, must be returned to the Supplier immediately upon request or destroyed. Sentences 1 and 2 apply accordingly to the Customer's Documents; however, these may be made accessible to third parties to whom the Supplier has permissibly transferred the deliveries.
2. The legal relationship in connection with this contract shall be governed by German substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Supplier's registered office.
4. Should a provision in these terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.