General Terms and Conditions (GTC) of ask GmbH

§ 1 Contractual partners - scope of application - definitions

(1.) These general terms and conditions apply exclusively to contracts between the company ask GmbH, Robert-Bosch-Straße 5, 92249 Vilseck (hereinafter referred to as ask GmbH or we) and entrepreneurs or legal entities under public law or special funds under public law within the meaning of § 310 I BGB (hereinafter also referred to as the customer) who order goods or services from ask GmbH.

(2.) "Entrepreneurs" are natural or legal persons or partnerships with legal capacity who, when concluding a legal transaction, are acting in the exercise of their commercial or independent professional activity.

(3.) Deviating or conflicting general terms and conditions of the customer shall not apply unless we have expressly agreed to their validity in text form. We shall not recognise conflicting terms and conditions even if we do not expressly object to them or if we refer to letters from the customer in which reference is made to the customer's terms and conditions.

(4.) These terms and conditions of delivery and business shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature.

(5.) Individual agreements made with the customer in individual cases (including collateral agreements, supplements and amendments to the contract) shall in any case take precedence over these GTC.

(6.) All terms and regulations are to be understood as gender-neutral and otherwise non-discriminatory within the meaning of the General Equal Treatment Act (AGG).

(7.) If working days are specified as deadlines, this shall mean all weekdays with the exception of Saturdays, Sundays and public holidays.

§ 2 Offer, conclusion of contract and documents

(1) Our offers are subject to change and non-binding until the time of conclusion of the contract, unless otherwise stated.

(2) The presentation of the products in the online shop or catalogue does not constitute a legally binding offer, but an invitation to place an order.

(3) When orders are placed in the online shop via the Internet, ask GmbH sends the customer an automatic confirmation of receipt by e-mail, in which the customer's order is listed again. This automatic confirmation of receipt merely documents that we have received the customer's order and does not constitute acceptance of the offer.

(4) Contracts with us are only concluded when we expressly declare acceptance of the offer to the customer in text form or by delivering the goods to the customer.

(5) We are authorised to accept contractual offers from the customer within 10 working days of receipt by sending an order confirmation. If this period expires without result, the offer shall be deemed rejected and no contract shall be concluded.

(6) Our sales staff are not authorised to make verbal collateral agreements or assurances that go beyond the content of the written contract.

(7) Images on the ask GmbH website or in the catalogue are for illustrative purposes only and may differ from the original, particularly with regard to colour design.

(8) Service descriptions in catalogues and on the websites of ask GmbH do not have the character of an assurance or guarantee.

(9) Information on the delivery item (e.g. technical data, tolerances, dimensions, weights etc.) and its presentation are merely descriptions and labelling which are only binding if we expressly confirm this in text form.

(10) We reserve the right to make customary technical and design changes to the delivery items, provided they do not unreasonably affect the customer and do not affect the usability of the purchased item.

§ 3 Prices

(1.) Unless otherwise stated, all our prices are quoted in euros ex works plus packaging and dispatch and plus the statutory value added tax applicable at the time of invoicing.

(2.) Unless otherwise agreed, the customer shall bear the costs of any agreed transport or similar insurance.

(3.) Any customs duties, fees, taxes and other public charges shall be borne by the customer.

(4.) Partial deliveries may be invoiced separately for each delivery.

(5.) If, on a delivery date which is four months after conclusion of the contract, changes occur in the price basis (e.g. price increases in raw material, material, labour, transport or storage costs), we reserve the right to adjust the price accordingly after informing the customer. The price increase can only be asserted by us within two months of the occurrence of the aforementioned price increases. The individual cost elements and their increase must be appropriately weighted when forming the new price. If individual cost elements increase while others decrease, this must also be taken into account when forming the new price.

(6.) If no prices have been agreed upon conclusion of the contract, our prices valid on the day of delivery shall apply.

§ 4 Due date - default of payment - set-off - retention

(1.) Unless otherwise agreed, the price is due for payment without deduction within 10 days of the invoice date.

(2.) If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 9 percentage points above the base interest rate.

(3.) The assertion of further or additional damages remains unaffected. In this case, the customer is at liberty to prove that no or only minor damage has been incurred.

(4.) In the event of default of payment, we shall be authorised to revoke any agreed rebates, discounts and other benefits.

(5.) In the event of default of payment, we shall be authorised to make further deliveries only against advance payment.

(6.) The customer shall only be entitled to offset against a claim that is undisputed by us or has been legally established or is ready for judgement. Counterclaims from the same contractual relationship are excluded from the set-off prohibition.

(7.) The customer is only authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship or the counterclaim is recognised by us or has been legally established.

§ 5 Delivery - Delays in delivery - Transfer of risk - Default of acceptance

(1.) Delivery times are approximate and non-binding, unless their binding nature has been expressly agreed.

(2.) Unless otherwise agreed in text form, ask GmbH is responsible for the mode of dispatch and selection of the forwarding agent or parcel service provider.

(3.) Unloading and storage are the responsibility of the customer.

(4.) The delivery period begins with the dispatch of the order confirmation, but not before the customer has provided the documents, authorisations and approvals to be procured and before receipt of an agreed advance payment and clarification of all technical questions.

(5.) The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.

(6.) We are entitled to make partial deliveries insofar as this is reasonable for the customer and the customer does not incur any costs as a result.

(7.) In the event of unforeseen hindrances which we cannot influence or avert despite taking reasonable care in the circumstances of the case - regardless of whether they occur at our premises or those of a subcontractor - such as force majeure (e.g. war, fire and natural disasters), delays in the delivery of essential raw materials, etc. - we shall be entitled to extend the delivery period by the duration of the hindrance. We are entitled to the same rights in the event of strikes or lockouts at our premises or those of our suppliers. We shall inform the customer of such circumstances without delay and reimburse any services already rendered by the customer without delay. Should the hindrance lead to a delay of more than one month, we shall also have the right to withdraw from the delivery contract in whole or in part.

(8.) The right to correct and timely self-delivery is reserved. If we are not supplied correctly or on time by our suppliers and we are not responsible for this, the performance period shall be postponed by a corresponding period. In this case, we may also declare cancellation of the contract with regard to the goods not delivered if the performance period is extended by more than one month due to incorrect or untimely delivery by our suppliers. If permissible under competition law, we shall assign to the customer our claims against the supplier due to the non-contractual delivery. Further claims for damages and reimbursement of expenses by the customer against us are excluded.

(9.) In the event of a delay in delivery, the customer may withdraw from the contract after a reasonable period of time has expired without result; in the event of impossibility of our performance, he shall be entitled to this right even without setting a deadline. Claims for damages (including any consequential damages) are excluded without prejudice to paragraph 8 and liability in accordance with § 8; the same applies to reimbursement of expenses.

(10.) If a fixed-date transaction has been agreed, we shall be liable in accordance with the statutory provisions. The same shall apply if the customer can assert that his interest in the fulfilment of the contract has ceased to exist due to the delay for which we are responsible.

(11.) If the sold item is dispatched to the customer at the customer's request, the risk is transferred to the customer as soon as ask GmbH has delivered the item to the forwarding agent, carrier or other person or organisation designated to carry out the dispatch.

(12.) If dispatch is delayed at the customer's request, we are entitled to charge the customer for the costs incurred for storage, starting one week after notification of readiness for dispatch.

(13.) If the customer is in default of acceptance or culpably violates other acts of co-operation, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor's delay.

§ 6 Retention of title

We only deliver on the basis of the retention of title described in more detail below. This shall also apply to all future deliveries, even if we do not always expressly refer to this.

(1.) We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full.

(2.) We are entitled to take back the purchased item if the customer is in breach of contract. The mere taking back of the goods shall only constitute a cancellation of the contract if a reasonable deadline set by us for performance has expired without result and the cancellation has been expressly declared. The costs incurred by us as a result of taking back the goods (in particular transport costs) shall be borne by the customer. We are also entitled to prohibit the customer from any resale or processing, combining or mixing of the goods delivered under retention of title and to revoke any direct debit authorisation.

(3.) The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure high-value goods at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

(4.) The customer is - subject to our prohibition according to clause 2 - authorised to resell the reserved goods in the normal course of business. The customer hereby assigns to us the customer's claims from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorised to collect the claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we shall not collect the claim as long as the customer fulfils his payment obligations from the collected proceeds, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, the customer must inform us on request of the assigned claims and the debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtor (third party) of the assignment. This shall also apply if the customer resells, processes or mixes the purchased item in breach of contract.

(5.) Any treatment, processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the customer's expectant right to the object of sale shall continue in the remodelled object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer proportional co-ownership to us and shall keep the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

(6.) We undertake to release the securities to which we are entitled at the customer's request insofar as their value exceeds the claims to be secured by more than 20%. We shall decide which securities are to be released.

(7.) The customer shall also assign to us the claims to secure our claims against him which arise against a third party through the connection of the delivery items with a property. The assignment shall take place with priority over the rest.

(8.) Insofar as the validity of the retention of title in the country of destination is linked to special conditions or special formal requirements, the customer must ensure their fulfilment.

§ 7 Warranty - Duty of inspection and notification of defects for entrepreneurs - Statute of limitations

(1.) If the contract is a commercial transaction for both parties, the customer must inspect the delivered goods immediately, at the latest within 5 working days of receipt, for deviations in quality and quantity, insofar as this is feasible in the ordinary course of business, and notify us in text form of any recognisable defects within this period. If the customer fails to notify us of defects within 5 working days, the goods shall be deemed to have been delivered properly and in full, unless the defect was not recognisable during the inspection or in the case of fraudulent intent on the part of the supplier. Timely despatch shall suffice to meet the deadline.

(2.) Subject to timely notification of defects, we shall initially provide warranty for defects in the goods at our discretion by repair or replacement. We must always be given the opportunity to rectify the defect within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction.

(3.) If the subsequent fulfilment fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

(4.) Claims for defects shall not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not provided for in the contract.

(5.) Minor deviations in the dimensions do not justify complaints.

(6.) If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

(7.) No warranty is assumed for damages for the following reasons: Unsuitable or improper use, faulty assembly by the customer or third parties, natural wear and tear, faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences (insofar as we are not responsible for them), improper modifications or repair work carried out by the customer or third parties without our prior authorisation.

(8.) Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by the supplier have subsequently been taken to a place other than the place of delivery, unless the transfer corresponds to their intended use.

(9.) Claims for defects shall become time-barred one year after delivery of the goods supplied by us to the customer.

(10.) The above shortening of the limitation period shall not apply to claims for damages by the customer due to injury to life, limb or health or to claims for damages due to a breach of material contractual obligations. An essential contractual obligation is an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer regularly relies and may rely. The above shortening of the limitation periods also does not apply to claims for damages based on an intentional or grossly negligent breach of duty by ask GmbH, its legal representatives or vicarious agents, or in the case of warranted characteristics.

(11.) Insofar as the law in accordance with § 438 I No. 2 BGB (buildings and items for buildings), § 445a, b BGB (recourse of the seller) and § 634a BGB prescribes longer mandatory periods, these periods shall apply.

(12.) Assurances and guarantees are only effective if we grant them expressly and in writing.

§ 8 Liability

(1.) We shall be liable without limitation for intent or gross negligence as well as for injury to life, body and health. We shall also be liable without limitation for the provision of guarantees and warranties if a defect covered by them triggers our liability. There is also no limitation in the case of liability arising from hazardous circumstances (in particular under the Product Liability Act).

(2.) We shall be liable for the slightly negligent breach of material obligations, the breach of which jeopardises the achievement of the purpose of the contract, or for the breach of obligations, the fulfilment of which is essential for the proper performance of the contract and on the observance of which the customer regularly relies. In this case, however, we shall only be liable for the foreseeable damage typical for the contract.

(3.) Our liability is otherwise excluded.

(4.) The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect following the assumption of a guarantee for the quality of the product and in the event of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.

(5.) Any liability according to the principles of recourse of the entrepreneur according to §§ 478 f. BGB remains unaffected.

(6.) Insofar as the liability of ask GmbH is excluded or limited, this also applies to the personal liability of employees, representatives and vicarious agents.

§ Section 9 Copyrights - Rights to utilise services - References

(1) We reserve all property rights and copyrights / performance exploitation rights to design drawings, illustrations, graphics, calculations, brochures, catalogues, models, samples, other works, tools and other documents and aids and similar corporate objects of a tangible or intangible nature. They must always be treated as strictly confidential. The customer may not make these objects/works accessible to third parties, disclose them, use them himself or through third parties or reproduce them without our express consent. At our request, he must return these items to us in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

(2) 3D models available for download are intended exclusively for planning and construction of projects. Any other use. (e.g. in the form of an online shop or other presentations on the Internet) requires the express consent of ask GmbH in text form. In particular, these works may not be reproduced, distributed or made publicly accessible without the express consent of ask GmbH. The use of the data for other purposes is not permitted even if we do not expressly object to this.

(3) Ask GmbH is authorised to include the customer in its reference list on its own websites and to refer to the customer's website with a link. Reference advertising with our name is only permitted to the customer with our prior consent in text form.

§ 10 Data protection/confidentiality

(1.) The parties undertake not to utilise or disclose to third parties any business and trade secrets or confidential information of the other party of which they become aware during the execution of the contract without the prior consent of the other party in text form. The same applies to documents handed over and knowledge disclosed.

(2.) The confidentiality obligation shall also apply beyond the termination of the contractual relationship.

§ 11 Place of performance, place of jurisdiction, applicable law, contract language

(1.) The place of performance is the place of despatch (works or storage location).

(2.) The place of jurisdiction is our place of business if the customer is a merchant, a legal entity under public law or a special fund under public law. The same shall apply if the customer has no general place of jurisdiction in Germany, if he moves his registered office abroad after conclusion of the contract or if his registered office is not known at the time the action is filed. We are also entitled to sue the customer at his general place of jurisdiction.

(1) The law of the Federal Republic of Germany (BGB, HGB) shall apply to all claims and rights arising from this contract. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions of the EGBGB is expressly excluded.

(2) The contractual language is German.

(3) All agreements in this contract are set out in the contractual documents. There are no verbal collateral agreements.

Status 05/2020

translated from German