Validity

All contracts concluded by Klaman are exclusively based on these General Terms and Conditions. They are part of all contracts that Klaman concludes with its clients (hereinafter also referred to as "AG"). They also apply to all future deliveries, services, or offers to the AG, even if they are not separately agreed again.

Deviations from these conditions are only effective if Klaman confirms them in writing. Business conditions of the AG, which are not acknowledged in writing, are non-binding for Klaman, even if Klaman does not expressly contradict them. These conditions apply only if the AG is an entrepreneur within the meaning of § 14 BGB.

Offer, Prices, Conclusion of Contract

1. The offers from Klaman are non-binding and without obligation, unless they are explicitly marked as binding or contain a specific acceptance period. Klaman may accept orders or assignments within 14 days of receipt in the form of a written order confirmation or by providing or executing the delivery or service. Confirmations of receipt do not constitute acceptance of an order.
2. The documents belonging to Klaman's offers, such as brochures, illustrations, and drawings as well as weight and dimension specifications, are only approximate, as far as Klaman does not expressly designate them as binding to the AG.
3. Prices are exclusive of the applicable value-added tax at the time of delivery, as well as costs for packaging, delivery, and insurance. Extra or special services will be charged separately.
4. The written contract or written order confirmation including these General Terms and Conditions is solely decisive for the legal relations between Klaman and the AG.
5. Commercial or technical deviations resulting from legal regulations or representing technical improvements, as well as the replacement of components by equivalent parts, are reserved by Klaman, as long as the usability for the contractually intended purpose is not unreasonably impaired.

Delivery Periods, Delivery Dates

1. Delivery periods and dates promised by Klaman for deliveries or services are always non-binding unless a fixed period or a fixed date has been explicitly agreed in writing. With additional orders, amendments, or supplements to the original order, previously promised delivery periods become null and void. The newly agreed delivery period applies.
2. In the case of operational disruptions due to force majeure at Klaman or their suppliers, such as strikes or lockouts, which temporarily prevent Klaman from fulfilling its contractual obligations on the agreed date or within the agreed period without Klaman's own fault, the agreed dates or periods shall be extended by the duration of the performance disruptions caused by these circumstances plus a reasonable start-up period. If such events make delivery or performance substantially difficult or impossible for Klaman and the hindrance is not only temporary, Klaman is entitled to withdraw from the contract. If a corresponding disruption leads to a performance prevention of more than 6 months, the AG may withdraw from the contract.
3. If Klaman is in default with its delivery or service, or if delivery or service becomes impossible for any reason, Klaman's liability for damages is limited in accordance with Section XI of these General Terms and Conditions.

Place of Fulfillment, Shipping, Delivery, Transfer of Risk, Acceptance

1. The place of fulfillment is the business location of Klaman, unless otherwise agreed.
2. The risk is transferred to the AG at the latest with the handover of the delivery item at the beginning of the loading process to the carrier, freight forwarder, or other third party designated for the execution of the shipment. This also applies to partial deliveries. If shipment or handover is delayed due to a circumstance caused by the AG, the risk passes to the AG from the day the delivery item is ready for dispatch and Klaman has notified the AG of this. At the request of the AG, the shipment will be insured by Klaman against theft, breakage, transport, fire, and water damage as well as other insurable risks at the expense of the AG.
3. The handover is considered the same if the AG is in default of acceptance.
4. In case of delay by the AG, Klaman is entitled to store the goods at the expense and risk of the AG or to keep them itself. Klaman will charge the AG for the resulting storage costs, but at least 0.5% of the purchase price per month. The AG may prove that the actual costs incurred are lower. After an unsuccessful grace period, Klaman is entitled to dispose of the delivery item elsewhere. In this case, the AG shall bear all costs incurred by the delay and the other disposal at Klaman. The minimum damage is 20% of the agreed price, which Klaman can charge the AG, unless the AG proves that a lower damage has occurred.
5. As far as an acceptance has to take place, the delivery item is considered accepted if
   • the delivery and, if Klaman also owes the installation, the installation is completed,
   • Klaman has notified the AG of this, referring to the fictitious acceptance according to this regulation and has requested acceptance,
   • 12 working days have passed since the delivery or installation, or the AG has started using the delivery item, especially if the delivered system has been put into operation.

Assembly and Installations

Agreed assemblies or installations will only take place if the AG ensures unimpeded work. Necessary access, parking facilities, communication interfaces, responsible contacts, connections for electrical tools, and electricity must be provided by the AG without charge. Services and partial services as well as material stored at the AG's premises are to be protected by the AG, as Klaman assumes no liability for them.

Payment Terms, Payment Delay

1. Invoice amounts are due upon provision of service or acceptance of the service, payable without deduction no later than within the deadline specified in the invoice. The date of payment receipt at Klaman is decisive.
2. If the AG defaults on its payment obligations, Klaman is entitled to claim default interest at the statutory interest rate. Klaman remains free to prove and claim higher damage.

Offsetting, Retention, Transfer of Claims

1. The AG has a right to offset or a right of retention only if its counterclaims are undisputed or have been legally established. He can only exercise a right of retention if his counterclaims are based on the same contractual relationship.
2. The AG is only entitled to transfer its claims against Klaman to third parties with the written consent of Klaman.

If, after the conclusion of the contract, it becomes apparent that Klaman's claim to payment is jeopardized by the AG's lack of performance, Klaman may refuse the service incumbent upon it and set a deadline for the AG to make payment against delivery or provide security. In the event of unsuccessful expiry of the deadline, Klaman is entitled to withdraw from the contract and claim damages. Setting a deadline is unnecessary if the AG seriously and definitively refuses payment or if special circumstances justify Klaman's immediate withdrawal from the contract, taking into account the interests of both parties.

Retention of Title

1. The retention of title agreed below serves to secure all existing current and future claims of Klaman against the AG from the business relationship between them (including balance claims from a current account relationship limited to this business relationship).
2. The goods delivered by Klaman to the AG remain the property of Klaman until full payment of all secured claims.
3. The AG stores the reserved goods for Klaman free of charge.
4. The pledging and security transfer of the reserved goods is not allowed.
5. If the AG acts in breach of contract – especially in case of payment default – Klaman is entitled to withdraw from the contract (case of utilization) and demand the return of the reserved goods.
6. The AG is obliged to provide the information necessary to assert Klaman's rights and to hand over the necessary documents. In case of seizures as well as confiscation or other dispositions by third parties, the AG must notify Klaman immediately. The AG bears all costs that must be expended to lift the seizure and avert enforcement measures, as far as they cannot be collected from third parties.
7. At the AG's request, Klaman will release securities to the extent that their value exceeds the secured claim by more than 10%.

Warranty Rights, Guarantee

1. The warranty period is one year from delivery or acceptance.
2. The delivered items must be carefully inspected immediately after delivery to the AG or to the third party designated by him. They are deemed approved by the AG with regard to obvious defects or other defects that would have been recognizable in an immediate, careful inspection, if Klaman does not receive a written notice of defects within 7 working days after delivery. With regard to other defects, the delivery items are deemed to have been approved by the AG if the notice of defects does not reach Klaman within 7 working days after the time at which the defect became apparent. However, if the defect was already recognizable to the AG at normal use at an earlier point in time, this earlier point in time is decisive for the start of the period for giving notice of defects.
3. In case of material defects of the delivered items, Klaman is initially obliged and entitled to rectify the defect or make a replacement delivery, at its discretion within a reasonable period. In case of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the AG may withdraw from the contract or reduce the purchase price appropriately, unless the defect is only minor.
4. Claims of the AG for the expenses required for the purpose of subsequent performance, especially transport, travel, labor, and material costs, are excluded, as far as the expenses increase because the delivery item was subsequently moved by the AG or a third party to a location other than the place of delivery, unless the relocation corresponds to the intended use of the delivery item or was agreed with Klaman at the conclusion of the contract.
5. If a defect is due to Klaman's fault, the AG may claim damages under the conditions specified in X.
6. In the case of defects in components from other manufacturers that Klaman cannot eliminate for licensing or factual reasons, Klaman will, at its option, assert its warranty claims against the manufacturers and suppliers for the account of the AG or assign them to the AG.
7. The warranty is void if the AG modifies the delivery item without Klaman's consent or has it modified by third parties and if this makes the elimination of defects impossible or unreasonably difficult. In any case, the AG has to bear the additional costs of remedying the defects caused by the change.
8. Delivery of used items agreed in individual cases with the AG is made under exclusion of any warranty for material defects.
9. As a rule, only the product description of the manufacturer is considered as agreed as the condition of the goods, unless different characteristics are described in the order confirmation. Public statements, promotions, or advertising by the manufacturer do not constitute a contractual description of the condition of the goods.
10. Guarantees in the legal sense are not given to the customer by Klaman. Manufacturer guarantees remain unaffected.

Liability

Klaman's liability for damages, regardless of the legal reason, is limited to damages caused intentionally, grossly negligently, or by the breach of essential contractual obligations by Klaman, its legal representatives, or vicarious agents.

In cases of slight negligent violation of essential contractual obligations, our liability is limited to damages that we typically had to expect at the time of contract conclusion. Further claims are excluded.

The above limitation of liability also applies to damages caused grossly negligently or intentionally by simple vicarious agents who do not belong to the executives or senior employees of Klaman.

Claims for damages due to injury to life, body, or health and according to the Product Liability Act remain unaffected by the above regulations.

Final Provisions

1. The place of jurisdiction is the business location of Klaman.
2. The relations between Klaman and the AG are exclusively subject to the law 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. Collateral agreements and amendments to this contract require written form to be legally effective.
4. The invalidity of individual provisions of this contract does not affect the validity of the remaining provisions. In the event of the invalidity of a provision, the contracting parties shall reach an agreement in its place that comes as close as possible to the spirit of the ineffective provision.