§ 1 Validity of the conditions

1. The deliveries, services, and offers of NaturinForm GmbH, Redwitz ad Rodach, which it provides or submits as a seller, are made exclusively on the basis of these terms and conditions. These terms and conditions therefore also apply to all future business relationships, even if they are not expressly agreed upon again. These terms and conditions are deemed accepted upon receipt of the goods or services at the latest. Counter-confirmations by the buyer with reference to their own terms and conditions of business or purchase are hereby rejected.
2. All agreements made between the seller and the buyer for the purpose of executing contracts must be recorded in writing.

§ 2 Offer and conclusion of contract

1. The Seller's offers are subject to change and non-binding. Declarations of acceptance and all orders require written or telex confirmation from the Seller via email or fax to be legally effective.
2. Drawings, illustrations, dimensions, weights, or other performance data are only binding if expressly agreed or confirmed in writing. Samples and specimens are non-binding general specifications.
3. The seller's sales staff are not authorized to enter into oral side agreements or give oral assurances that go beyond the content of the written contract.

§ 3 Prices

1. Unless otherwise stated, the Seller is bound by the prices contained in its offers for 30 days from the date of the offer. Otherwise, the prices stated in the Seller's order confirmation plus the applicable statutory sales tax shall apply. Additional deliveries and services will be invoiced separately. This applies in particular to the costs incurred by the Seller due to subsequent changes requested by the Buyer that deviate from the original profile geometry.
2. Unless otherwise agreed, prices are ex works, including loading, excluding transport, packaging, and insurance. The same applies to agreed partial deliveries and express shipments. The statutory value-added tax applicable on the date of invoicing will be added to the prices. At the buyer's request and at the buyer's expense, the seller will insure the shipment against breakage, transport damage, and fire damage.

§ 4 Delivery and performance time

1. Delivery dates or deadlines, which can be agreed upon bindingly or non-bindingly, must be in writing.
2. Unless otherwise agreed, the delivery and performance periods shall commence on the date of order confirmation, but not before all technical and commercial issues relating to order execution have been clarified and confirmed, in particular, the technical documentation to be provided by the Buyer has been fully submitted to the Seller, the profile geometry has been definitively determined, and the agreed payment terms and other obligations have been met by the Buyer. The delivery and performance periods shall commence anew after an agreed change to the profile geometry.
3. The Seller shall not be liable for delays in delivery and performance due to force majeure and events that significantly impede or make it impossible for the Seller to deliver or perform the service, even temporarily – these include, but are not limited to, strikes, lockouts, official orders, changes in the law, material or energy shortages, incorrect or untimely delivery despite careful selection of the supplier, which cannot be prevented even with the application of customary care and reasonable effort – even if binding deadlines and dates have been agreed upon. Such delays entitle the Seller to postpone delivery or performance for the duration of the hindrance plus a reasonable start-up time, or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
4. If the disruption lasts longer than three months, the buyer is entitled, after granting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or the seller is released from its obligation, the buyer cannot derive any claims for damages from this.
5. If the Seller is responsible for the non-compliance with bindingly agreed deadlines or is in default, the Buyer is entitled to demand lump-sum compensation for delay in the event of damage. This shall amount to 0.5% for each full week of delay, but not exceeding 5% of the invoice value of the deliveries and services affected by the delay. Any further claims are excluded unless the delay is due to at least gross negligence on the part of the Seller.
6. The Seller is entitled to make partial deliveries and partial services at any time, unless the partial delivery or partial service is of no interest to the Buyer.
7. Compliance with the Seller’s delivery and service obligations requires the Buyer’s timely and proper fulfillment of its obligations.
8. If the Buyer defaults on acceptance, the Seller shall be entitled to claim compensation for any damages incurred; upon the occurrence of default on acceptance, the risk of accidental deterioration and accidental loss shall pass to the Buyer.

§ 5 Transfer of risk

1. The risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left the seller's warehouse for shipment. If shipment is delayed at the buyer's request, the risk passes to the buyer upon notification of readiness for shipment.
2. Transport is the responsibility of the buyer. If the buyer wishes the seller to organize the transport for him, the type of transport, the means of shipment, the route of transport, the type and extent of the necessary protective equipment, the selection of the forwarding agent or carrier, and the packaging are left to the seller's discretion. This will be done at the seller's discretion and with the usual care and attention, excluding any liability to the extent permitted by law.

§ 6 Warranty rights/liability

1. The products are delivered free of manufacturing and material defects; this does not constitute a guarantee of quality or durability. The warranty period is one year from delivery of the products. The prerequisite for the seller's warranty obligation is the exclusive use of the "NaturinForm Accessory System" in accordance with the respective accessories list when assembling and installing the seller's NaturinForm products, in compliance with the seller's assembly instructions. Information about the properties of NaturinForm products contained in public statements by the seller, such as on the internet, on the homepage, in catalogs, brochures, circulars, advertisements, illustrations, advertising, and price lists, is non-binding and only forms part of the quality to the extent that it has become part of the contract. Public statements by a third-party manufacturer or their agent only form part of the quality of the goods if they are agreed upon in the contract. Such public statements by the seller, manufacturer, or a third party do not constitute information about properties that are customary for products of the same type and that the buyer can expect based on the nature of the item. Information regarding the quality or durability of a product or service in contractual declarations by the seller and manufacturer, public or private statements, or public statements by a third-party manufacturer or their agent do not constitute a guarantee (assurance) within the meaning of Section 276 (1) of the German Civil Code (BGB) and no guarantee of quality or durability within the meaning of Section 443 of the German Civil Code (BGB), unless and to the extent that the seller has expressly provided a corresponding guarantee in writing. NaturinForm, as manufacturer and seller, reserves the right to make customary technical changes, in particular improvements, up until delivery, provided that these result in only minor changes to the quality of the products and do not unreasonably impair the customer.
2. If the Seller's operating or storage instructions, in particular regarding the temperature and humidity of the room air, are not followed, if changes are made to the products, or if consumables or items other than the NaturinForm accessory system are used that do not comply with the specifications provided by the Seller, claims for defects in the products shall be void if the Buyer does not refute a corresponding substantiated claim that one of these circumstances caused the defect.
3. The buyer must notify the seller of any defects in writing immediately, but no later than one week after receipt of the delivery item. Defects that cannot be discovered within this period even after careful inspection must be notified to the seller in writing immediately upon discovery.

4. In the event of notification by the Buyer that the Products are defective, the Seller shall, at its discretion and at its own expense, require that:

   1. the defective product is sent to the seller for repair and subsequent return;
   2. the buyer keeps the defective product ready and a service technician from the seller is sent to the buyer to carry out the repair;
   3. the buyer keeps the defective product ready and the seller delivers a similar product as a replacement for the defective one.

   If the Buyer requests that repair work be carried out at a location specified by the Buyer, the Seller may comply with this request, whereby replaced parts will not be charged, while labor and travel expenses will be paid at the Seller's standard rates.

5. If the repair fails after a reasonable period of time, the buyer may, at his discretion, demand a reduction of the purchase price or withdraw from the contract. Failure of the repair can only be deemed to have occurred after the second unsuccessful attempt at repair.
6. The seller's products consist largely of wood, a natural product. Natural changes in wood, such as darkening, fading due to exposure to light, dimensional changes, and the like, do not constitute a defect in the products.
7. Furthermore, the products are manufactured using natural additives and may therefore be subject to certain fluctuations in their quality (e.g., color variations). Deviations, changes, or tolerances within the scope of DIN standards do not constitute a deviation from the agreed quality. Color specifications for the products do not represent quality specifications or a guaranteed property. Due to the high wood content of the products and the possible color variations, an exact color specification is not possible. An agreement regarding the quality of the color specifications of the products is therefore excluded. The color is not a target quality. NaturinForm does not provide any guarantees regarding the color of the products.
8. Liability for normal wear and tear is excluded.
9. No warranty is provided for unsuitable or improper use, faulty or defective installation by the purchaser or third parties, faulty or negligent handling, unsuitable construction or materials, chemical, electrochemical or electrical influences, improper modifications or repair work carried out by the purchaser or third parties without prior approval by the seller.
10. Further claims by the buyer – regardless of the legal grounds – are excluded. The seller is therefore not liable for damages not caused to the delivered item itself. In particular, no liability is assumed for lost profits or other financial losses of the buyer or third parties, unless the cause of the damage is based on intent or gross negligence on the part of the seller. In the case of a merely negligent breach of duty, liability is limited to the foreseeable damage typical for the contract.
11. Claims for defects against the seller are available only to the immediate purchaser and are not transferable.
12. The Seller shall not be liable for any damages incurred by the Buyer as a result of the manufacture of products using the Seller’s products.
13. If the Seller is required to deliver according to drawings, models, samples, or using parts provided by the Buyer, the Buyer shall ensure that no third-party intellectual property rights are infringed. The Buyer shall indemnify the Seller against any claims made by third parties and compensate for any resulting damages.

§ 7 Retention of title

1. Until all claims (including all balance claims from current accounts) to which the Seller is entitled against the Buyer now or in the future for any legal reason are satisfied, the Seller shall be granted the following securities, which it shall release upon request at its discretion, provided that their value exceeds the claims by more than 20% on a sustained basis.
2. The goods remain the property of the Seller. Processing or transformation always takes place for the Seller as the manufacturer, but without any obligation on its part. If the Seller's (co-)ownership expires through combination, it is hereby agreed that the Buyer's (co-)ownership of the unified item shall pass to the Seller in proportion to its value (invoice value). The Buyer shall keep the Seller's (co-)ownership safe free of charge. Goods to which the Seller is entitled to (co-)ownership are hereinafter referred to as "reserved goods."
3. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledging or transferring ownership by way of security is prohibited. The buyer hereby assigns in full to the seller, as security, all claims arising from the resale or any other legal grounds (insurance, tort) relating to the reserved goods (including all balance claims from current accounts). The seller revocably authorizes the buyer to collect the claims assigned to the seller for its account in its own name. This collection authorization may only be revoked if the buyer fails to properly fulfill its payment obligations.
4. In the event of third-party access to the reserved goods, in particular seizures, the Buyer shall point out the Seller's ownership and notify the Seller immediately so that the Seller can enforce its ownership rights. If the third party is unable to reimburse the Seller for any legal or extrajudicial costs incurred in this connection, the Buyer shall be liable for these costs.
5. The buyer must adequately insure the goods subject to retention of title against fire and theft at his own expense. Claims against the insurance resulting from a loss event are hereby assigned to the seller in the amount of the value of the goods subject to retention of title. The seller accepts the assignment.
6. In the event of breach of contract by the buyer – in particular default in payment – the seller is entitled to withdraw from the contract and demand the return of the reserved goods.

§ 8 Payment

1. All payments must be made to the Seller free of charge. The Seller reserves the right to only accept cash on delivery or payment in advance.
2. Payment must be made within 10 days with a 2% discount (on the pure value of the goods, excluding packaging, customs duties, and other expenses) or within 21 days of the invoice date without deduction. Despite any contrary provisions of the buyer, the seller is entitled to initially credit payments against the buyer's older debts and will inform the buyer of the method of offsetting. If costs and interest have already been incurred, the seller is entitled to credit the payment first against the costs, then against the interest, and finally against the principal payment.
3. Invoicing will take place after delivery of the products, if necessary against advance payment.
4. A payment is only deemed to have been made when the seller has access to the amount. In the case of checks, payment is only deemed to have been made upon unconditional value date.
5. The buyer shall be in default without a reminder at the latest 21 days after the invoice date.
6. If the Buyer defaults, the Seller is entitled to demand interest at a rate of 8 percentage points above the base interest rate as flat-rate compensation from the relevant date. This amount shall be lower if the Buyer proves a lower charge; proof of higher damages by the Seller is admissible.
7. If the Seller becomes aware of circumstances that call into question the Buyer's creditworthiness – in particular if a check is not covered or the Buyer ceases to make payments – the Seller is entitled to demand payment of the entire outstanding debt, even if it has accepted checks. In this case, the Seller is also entitled to demand advance payments, securities, or guarantees.