Translated from German. To view the original click here.

1. Scope

1.1 Our deliveries, services, and offers are made exclusively on the basis of the following conditions. These also apply to all future transactions, even if they are not expressly agreed upon again. Any counter-confirmations from the buyer referring to their own terms and conditions are hereby rejected.

1.2 All agreements made between us and the buyer for the purpose of executing a contract must be recorded in writing.

2. Offer and Conclusion of Contract

2.1 Our offers are non-binding unless expressly indicated otherwise in the offer. A contract is only concluded upon our written confirmation of the acceptance.

2.2 Drawings, illustrations, dimensions, weights, or other performance data are only binding if expressly agreed upon in writing

2.3 Our sales representatives are not authorized to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract

2.4 Withdrawal Policy: You can withdraw your contract declaration within 1 month without giving reasons in written form (e.g., letter, fax, email) or by returning the item. The period begins after receiving this instruction. To meet the withdrawal deadline, the timely dispatch of the withdrawal (or the item) is sufficient. The withdrawal should be addressed to: Magnetworld AG, Buchaer Straße 6, D-07745 Jena. Consequences of Withdrawal: In case of an effective withdrawal, the mutually received benefits are to be returned (and any benefits derived, e.g., interest, are to be returned). If you cannot return the received item in whole or in part or can only return it in a deteriorated condition, you must compensate us accordingly. (You only have to compensate for the value of the item if such value loss is due to handling of the item beyond testing its properties and functionality). Parcel-shippable items are to be returned at our risk. You must fulfill obligations to reimburse payments within 30 days after sending your withdrawal notice. Return Policy: You can return the received goods without giving reasons within two weeks by returning the item. The period begins after receiving the item and this instruction. In any case, the return is at our expense and risk. The return or the request for return should be sent to: Magnetworld AG, Buchaer Straße 6, D-07745 Jena. In case of an effective return, the mutually received benefits are to be returned, and any benefits derived (e.g., benefits of use) are to be returned. If the item deteriorates or if benefits cannot be returned in whole or in part or only in deteriorated condition, you must compensate us accordingly. This does not apply if the deterioration of the item is exclusively due to its inspection - as it would have been possible for you in a shop, for example. Otherwise, you can avoid the duty to compensate for the value by not using the item as an owner would and refraining from anything that impairs its value.

3. Prices

3.1 Unless otherwise specified, we are bound by the prices contained in our offers for four weeks from the date of the offer. The prices stated in our order confirmation plus the applicable statutory value-added tax are the only valid prices. Additional deliveries and services will be charged separately.

3.2 Prices are ex-works, unless otherwise agreed upon.

4. Delivery and Performance Time

4.1 Delivery dates or periods, if they are to be binding, require written confirmation from us. In all other cases, delivery dates or periods are non-binding.

4.2 Delivery and performance delays due to force majeure and due to events that significantly hinder or make delivery impossible - even if they occur with our suppliers or their subcontractors - are not our responsibility even if binding deadlines and dates have been agreed upon. Such delays entitle us to postpone deliveries or services by the duration of the hindrance plus a reasonable lead time or to withdraw from the contract entirely due to the unfulfilled part.

4.3 Force majeure refers to extraordinary, unforeseeable, and unavoidable events (e.g., natural disasters, war, revolution, kidnapping, and fire) whose consequences cannot be averted by economically reasonable precautions. This includes official measures and government actions unless they were not foreseeable or were not caused or contributed to by any actions or omissions attributable to the supplier. Periodic recurring natural events and unlawful lockouts are not considered force majeure.

4.4 If the hindrance as per item 4.3 lasts for more than three months, the buyer is entitled, after a reasonable grace period, to withdraw from the contract for the unfulfilled part. If the delivery time is extended or we are released from our obligation, the buyer cannot derive any claims for damages from these circumstances. We can only refer to these circumstances if we promptly notify the buyer.

4.5 We are entitled to make partial deliveries and provide partial services at any time.

4.6 Compliance with our delivery and performance obligations is subject to the buyer's timely and proper fulfillment of their obligations.

4.7 If the buyer is in default of acceptance, we are entitled to demand reimbursement of the expenses incurred by us; with the occurrence of the default in acceptance, the risk of accidental deterioration and accidental loss passes to the buyer.

5. Passing of Risk

The risk passes to the buyer as soon as the shipment has been handed over to the person performing the transport or has left our warehouse (delivery date). If shipping becomes impossible without our fault, the risk passes to the buyer with the notification of readiness for shipment.

6.Warranty

6.1 We warrant that our delivery or service is free from manufacturing and material defects. The warranty period is six months from the date of delivery, unless otherwise agreed. Pursuant to § 438 (1) No. 3 of the German Civil Code (BGB), the limitation period for warranty claims for consumers has been two years since January 1, 2002. Sales in a business-to-business relationship include a warranty under § 475 (2) BGB of 12 months.

6.2 If our operating or maintenance instructions are not followed, changes are made to the deliveries or services, parts are exchanged, or consumables are used that do not correspond to the original specifications, any warranty is void.

6.3 The buyer must notify us of defects in writing immediately, but no later than one week after receiving the delivery or service. Defects that cannot be discovered within this period, even with careful examination, must be reported to us in writing immediately upon discovery.

6.4 In the event of written notification by the buyer that our deliveries or services do not conform to the warranty, we will, at our option and at our expense, either rectify the defect or provide a replacement. If the buyer requests that warranty work be performed at a location of their choosing, we may comply with this request. Under this circumstance, parts covered by the warranty will not be charged, while labor time and travel expenses will be charged at our standard rates.

6.5 If rectification fails after a reasonable period and/or replacement is not possible or unreasonable, the buyer may, at their option, demand a reduction in compensation or rescission of the contract.

6.6 Warranty for normal wear and tear is excluded.

6.7 Software Warranty: In regard to software, we guarantee the conformity of the software provided to the buyer with our program specifications, provided that the software is installed on the designated device systems as per our guidelines. If we provide software and customization components (e.g., interfaces, etc.) to the buyer as third-party products, we do not provide any warranty or liability for them. The warranty applies only to software defects that can be reproduced at any time. We commit to rectify all defects that are not insignificant for contract-compliant use but reserve the right to rectify the defect, depending on its significance, at our discretion, by installing an improved software version or by providing instructions for eliminating or bypassing the effect of the defect. We do not guarantee that the software will work flawlessly in all combinations chosen by the buyer but not specified by us.

6.8 Warranty claims against us are only available to the immediate buyer and are not transferable.

6.9 The above provisions conclusively govern the warranty for delivery or performance and exclude any other warranty claims of any kind.

7. Limitation of Liability

Claims for damages arising from positive breach of a claim, from fault in concluding the contract, and from unlawful acts are excluded, both against us and our agents, unless there is intentional or grossly negligent conduct, or if negligence violates essential contractual obligations. This also applies to claims for damages due to non-performance, but only to the extent that compensation for indirect or consequential damages is demanded, unless liability is based on a guarantee intended to protect the buyer against such damages. In any case, our liability remains unaffected under the Product Liability Act and other claims arising from producer liability.

8. Retention of Title

8.1 Until all claims (including all balance claims from the current account) to which we are entitled for any legal reason against the buyer now or in the future, the following securities are granted to us, which we will release at our discretion upon request, insofar as their value permanently exceeds the claims by more than 20%.

8.2 The delivery remains our property (reserved goods). Processing or transformation is always carried out for us as the manufacturer, but without obligation for us. We are entitled to co-ownership of the new item in relation to the value of the reserved goods (invoice value) to the new item. In this case, the buyer keeps the reserved goods for us free of charge. If the buyer resells the new item, clause 8.3 shall apply accordingly.

8.3 The buyer is entitled to process and resell the reserved goods in the ordinary course of business as long as it is not in default. Pledges or transfer of ownership by way of security are not permitted. The buyer is obliged to insure the reserved goods against the usual risks. The claims arising from the resale or any other legal reason (insurance, unlawful act) concerning the reserved goods are hereby assigned by the buyer to us in full by way of security. We authorize the buyer to collect the claims assigned to us on our behalf in its own name. This authorization to collect can only be revoked if the buyer does not properly meet its payment obligations.

8.4In case of third-party access to the reserved goods, especially in the event of seizures, the buyer shall notify us promptly and inform them of our ownership rights so that we can assert our ownership rights. If the third party is unable to reimburse us for the judicial or extrajudicial costs incurred in this context, the buyer shall be liable for these costs.

9. Payment

9.1 In the absence of any other agreement, our invoices are payable within 30 days from the date of the invoice without deductions. We reserve the right, notwithstanding any conflicting indications by the buyer, to initially apply payments to their older debts, and we will inform the buyer about the nature of the set-off. If costs and interest have already been incurred, we are entitled to allocate the payment first to the costs, then to the interest, and finally to the principal performance.

9.2 A payment is considered to be made only when we have access to the amount. In the case of checks and/or acceptance of bills of exchange, the payment is considered to be made only when the check and/or bill of exchange is honored.

9.3 If the buyer falls into arrears, we are entitled to demand interest at a flat rate of 4% above the respective discount rate of the Deutsche Bundesbank from the relevant point in time. The assertion of further damages by us against the buyer remains unaffected by this.

9.4 If circumstances become known to us that raise doubts about the buyer's creditworthiness, especially if a check and/or bill of exchange is not honored or payments are suspended, we are entitled to demand immediate payment of the entire remaining debt, even if we have accepted checks. In this case, we are also entitled to request advance payments or security deposits.

9.5 The buyer is only entitled to set-off, retention, or reduction, even if complaints of defects or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. The assignment of claims against us to third parties is prohibited.

10. Industrial Property Rights and Copyrights

10.1 If claims are raised against the buyer for the infringement of an industrial property right or copyright because they have used our delivery/service, we commit to providing the buyer with the right to continue using it. The condition for this is that the buyer promptly informs us in writing of such third-party claims, and we reserve all defense measures and out-of-court actions. If, under these conditions, further use of our delivery/service is not possible under economically reasonable terms, it is agreed that, at our discretion, we will either modify or replace the delivery/service to rectify the legal defect or take back the delivery/service and refund the purchase price paid to us, minus a deduction for the age of the delivery/service.

10.2 The buyer is not entitled to any further claims for violations of intellectual property rights or copyrights. We have no obligations if infringements arise from the use of our delivery/service in a manner not offered by us or in conjunction with other than our deliveries/services.

10.3 We shall not be liable for any legal violations arising from deliveries/services that are provided based on construction documents or other specifications provided by the buyer

11. Rights to Software

11.1 The buyer is granted a non-exclusive and non-transferable right to use the programs and related documentation that are part of our delivery for the intended use of the delivery.

11.2 or programs and documentation created on behalf of the buyer and representing our delivery, individual licenses for end customers are granted to the buyer in the desired quantity, within the scope of a non-exclusive and non-transferable right of use.

11.3 The buyer shall have no further rights to programs and documentation, other than those mentioned in the preceding paragraphs, and we shall remain the sole owner of the copyrights. The buyer is not permitted to make programs, documentation, and any subsequently delivered additions accessible to third parties, to copy them, or to reproduce them in any other way without our prior written consent.

12. Confidentiality

If not explicitly agreed otherwise in writing, the information submitted to us in connection with orders shall not be deemed confidential.

13. Applicable Law, Jurisdiction

13.1 For these terms and conditions and the entire legal relationship between us and the buyer, the laws of the Federal Republic of Germany shall apply, excluding international commercial law.

13.2 If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law, the registered office of our company shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, unless another place of jurisdiction is mandatorily prescribed.

1. Scope of Application

1.1 These present purchasing conditions exclusively govern all of our - including future - orders and contract agreements. Any modification of these conditions requires written confirmation from us to be effective.

1.2 Eontrary or divergent conditions from our purchasing terms and conditions are not recognized. Our purchasing terms and conditions shall apply even if we accept the supplier's delivery without reservation, with knowledge of contradictory or divergent conditions from the supplier.

2. Offer - Offerdocuments - Purchase

2.1 The supplier is obligated to accept our purchase order within a period of two weeks or to promptly reject it. After the expiration of this period, we are no longer bound by our purchase order. Purchase orders are only effective if they are made in writing or confirmed in writing by us.

2.2 We reserve ownership and copyright to all images, drawings, calculations, and other documents provided to the supplier. They may only be made accessible to third parties while preserving our rights. The supplier is responsible for ensuring that third parties do not infringe upon our rights. They are exclusively to be used for the production based on our purchase order. After the completion of the order, they must be returned to us without request.

2.3 Offers from the supplier are binding and free of charge for us.

3. Price - Payment Terms

3.1 The price specified in the purchase order is binding and includes all ancillary costs, provided as "delivered free" (franco) and cleared through customs to the business premises of our company. The return of packaging requires a separate agreement.

3.2 We can only process invoices that include the order number as indicated in our purchase order. The supplier is responsible for any consequences resulting from non-compliance with this requirement.

3.3 The maturity of claims occurs only after the complete receipt of goods and the receipt of properly prepared invoice documents, plus a review period of 10 days.

3.4 If we make payment before the due date or within 14 days after the receipt of the goods, or alternatively, after the receipt of the invoice if it arrives later than the goods, we are entitled to a discount of 3%. Payments are made by bank transfer or by check, unless otherwise agreed.

3.5 We have offsetting and retention rights to the extent provided by law.

3.6 The supplier can only dispose of its claims against us after obtaining our prior written consent.

4. Delivery Date

4.1 The delivery date specified in the purchase order is binding and must be strictly adhered to. The receipt of the goods by us is crucial for meeting the delivery date. The supplier is obligated to promptly inform us in writing if circumstances arise or become apparent that indicate that the specified delivery date cannot be met.

4.2 In the event of a delay, we will grant the supplier a reasonable grace period. If the supplier fails to deliver within the set grace period, we have the right to either terminate the contract or claim damages for non-performance. Our right to demand a penalty remains unaffected. This penalty amounts to 0.15% of the value of the delayed portion of the contract for each day of delay, up to a maximum of 10%. The penalty will be credited towards any damages we claim for non-performance.

4.3 Partial deliveries and early deliveries are only permissible with our prior written consent and do not obligate us to partial or early payment.

5. Transfer of Risks- Documents

5.1 The delivery shall be made "delivered free" (franco) and cleared through customs to the business premises of our company.

5.2 The supplier is obligated to accurately include our purchase order number on all shipping documents and delivery notes; failure to do so may result in processing delays for which we shall not be held responsible.

6. Warranty - Notification of Defects

6.1 We will inspect the goods for any quality or quantity variances within a reasonable period. Complaints about defects are considered timely if they are sent to the supplier within a period of 2 weeks from the delivery of the goods. In the case of hidden defects, the 2-week complaint period begins only upon our awareness of the defect.

6.2 If the goods are defective or lack guaranteed properties at the time of delivery to us, we are entitled to demand, in addition to cancellation and reduction, rectification or replacement delivery. The supplier is obliged to bear all expenses necessary for defect rectification or replacement. The right to claim damages, especially for non-performance, is expressly reserved.

6.3 The warranty period is 6 months, starting from the transfer of risk. In the event of rectification or replacement by the supplier, the warranty period for the defective goods is extended by the time it takes the supplier to make the replacement or rectification, starting from the receipt of the defect notice by the supplier.

6.4 In urgent cases, we are entitled to carry out rectification work ourselves in coordination with the supplier. If we perform the necessary rectification work ourselves, the price will be reduced by at least the cost of rectification. Further rights and claims remain unaffected.

7. Reservation of Ownership - Items Supplied - Tools - Confidentiality

7.1 A retention of ownership by the supplier will only become part of the contract if the retention of ownership expires with the payment of the agreed price for the reserved goods, and we are authorized to resell and process them in the ordinary course of business. Any further retention of ownership by the supplier will not be accepted.

7.2 If we provide parts and/or tools to the supplier, we reserve ownership of these items. Processing or transformation by the supplier is carried out on our behalf. If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of our item to the other processed items at the time of processing. The supplier shall carefully store these items for us.

7.3 We retain ownership of tools produced on our behalf. The supplier is obligated to use these tools exclusively for the production of goods ordered by us. The supplier is required to insure these tools at their own expense against fire, water, and theft damage to their replacement value. They are also obligated to perform necessary maintenance and inspection work at their own expense in a timely manner. Any malfunctions must be reported to us immediately; failure to do so will not affect any claims for damages.

7.4 The supplier is obligated to strictly keep all received samples, drawings, calculations, and other documents and information confidential and to impose the same obligation on their subcontractors. The confidentiality obligation remains in effect even after the conclusion of this contract. It expires if and when the knowledge contained in the provided samples, drawings, calculations, and other documents has become generally known.

8. Intellectual Property Rights - Usage Rights

8.1he supplier guarantees that no third-party rights are infringed in connection with their delivery and indemnifies us from any third-party claims. The supplier's indemnification covers all expenses and damages arising from or in connection with third-party claims.

8.2 Exclusive usage rights as well as intellectual property rights related to samples, drawings, product descriptions, and data sheets are hereby transferred to us, to the extent that they were created or produced on our behalf. We are solely and exclusively authorized to use or exploit these results.

8.3 We have the right to publish work results created or produced for us. Publications by the supplier require our prior written consent.

9. Miscellaneous

9.1 Deadlines or dates hindered by force majeure circumstances will be extended by the period corresponding to the duration of the force majeure circumstances, plus a reasonable lead time, except in the case of fixed-term contracts. The supplier must notify us within 7 days of becoming aware of the occurrence of a force majeure event. If force majeure makes it unreasonable for us to be bound by the contract, we have the right to withdraw.

9.2 Force majeure is an extraordinary, unforeseeable, and unavoidable event (e.g., natural disasters, war, revolution, kidnapping, and fire) whose consequences cannot be averted through economically reasonable precautions. This also includes government actions and government acts, to the extent they were not foreseeable or not caused or contributed to by actions or omissions attributable to the supplier. Recurring natural events and unlawful lockouts are not considered cases of force majeure.

9.3 The place of performance is our place of business unless otherwise specified in the purchase orde

9.4 If the supplier is a merchant within the meaning of the German Commercial Code, our place of business shall be the exclusive place of jurisdiction, unless another place of jurisdiction is mandatorily prescribed. However, we are also entitled to take legal action against the supplier at the competent court for its registered office.

9.5 These purchasing terms and conditions, as well as all legal relationships between us and the supplier, are subject exclusively to the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).