General information:

1. The following terms and conditions apply to all contracts, deliveries and other services of baha-tools GmbH, Holzheimer Str. 8, 73037 Göppingen (hereinafter referred to as “Seller”) regarding legal transactions with merchants within the meaning of the German Commercial Code (HGB) and entrepreneurs within the meaning of § 14 BGB (commercial customers) in any form (hereinafter referred to as “GK”), in particular also via the online store with the offer for “commercial customers” contained therein separately. Deviating provisions of the customers shall not apply unless the seller has confirmed this in writing. Individual agreements between the seller and the customer shall always take precedence. The store is aimed exclusively at companies. Legal transactions with consumers are excluded.

2. The business relations between the seller and the customer are subject to the law of the Federal Republic of Germany. The application of UN sales law is excluded.

3. the contract language is German.

4. the place of jurisdiction is Göppingen if the customer is a merchant or a legal entity under public law or a special fund under public law. The same applies if a customer does not have a general place of jurisdiction in Germany or if the place of residence or habitual abode is not known at the time the action is filed.

A. General Terms and Conditions for Legal Transactions with Consumers via the Online Shop

§ 1 Contents and conclusion of the contract

1. the seller offers customers new and used goods for sale in the online store.

2. when purchasing in the online store, a purchase contract is concluded when the seller accepts the customer’s order. The order represents an offer to the seller to conclude a purchase contract. Price indications in the online store do not constitute an offer in the legal sense. When the customer places an order in the online store, he receives an e-mail confirming receipt of his order and listing its details (order confirmation). This order confirmation does not constitute an acceptance of the customer’s offer, but merely informs the customer that an order with a specific content has been received. A purchase contract is only concluded when the ordered product is dispatched to the customer and the dispatch to the customer is confirmed with a second e-mail (dispatch confirmation). The customer also has the option of contacting the seller by telephone, e-mail, fax or letter to enquire about a particular item. Upon receipt of such an inquiry, the seller shall submit a corresponding non-binding offer to the customer by e-mail, letter, telephone or fax. The customer then has the opportunity to place a binding order. The customer then receives a message confirming receipt of his order and listing its details (order confirmation). This order confirmation does not constitute acceptance of the customer’s offer, but merely informs the customer that an order with a specific content has been received. The contract is only concluded when the seller accepts this offer, namely by sending the goods and sending a shipping confirmation.

3. the text of the contract can no longer be viewed after the order has been placed. The customer is therefore requested to save the text of the contract.

§ 2 Prices, shipping costs, VAT and payment

1. the prices stated in the online store apply to orders placed via the online store. All prices include the statutory value added tax.

2 The prices do not include shipping and packaging costs, which will be communicated to the customer before the order is placed.

3. the seller shall supply the customer at the customer’s request using the following payment methods: advance payment (by bank transfer), on account, cash on delivery or by credit card. If the customer chooses advance payment by bank transfer, payment must be made no later than 14 calendar days after the order confirmation. In the case of delivery on account, payment is due no later than 8 calendar days after invoicing. If payment is made by cash on delivery, the purchase price plus shipping costs and cash on delivery charges shall be due upon delivery and presentation of the cash on delivery bill by the commissioned transport company.

4. if a customer defaults on his payment obligations, the seller may demand compensation in accordance with the statutory provisions and/or withdraw from the contract.

5. the seller shall always issue an invoice to the customer, which shall be handed over to the customer upon delivery of the goods or otherwise received in text form.

§ 3 Delivery and transfer of risk

1. unless otherwise contractually agreed, the ordered goods shall be delivered to the address specified by the customer. Delivery shall be made from the seller’s warehouse.

2 The availability of the individual goods is indicated in the item descriptions. Unless expressly agreed otherwise, the Seller shall dispatch goods in stock within 2 working days of sending the order confirmation (in the case of advance payment by bank transfer: within 2 working days of receipt of payment). If the goods are marked as not in stock when sold via the online store, the seller shall endeavor to deliver the goods as quickly as possible. Information provided by the seller regarding the delivery period is non-binding, unless the delivery date has been bindingly promised by the seller in exceptional cases.

3. the seller reserves the right to make a partial delivery if this appears advantageous for speedy processing and the partial delivery is not exceptionally unreasonable for the customer. The customer shall not be charged for any additional costs incurred as a result of partial deliveries.

4. the seller reserves the right to withdraw from the obligation to fulfill the contract if the goods are to be delivered by a supplier on the day of delivery and the delivery is not made in whole or in part. This reservation of self-delivery shall only apply if the seller is not responsible for the non-delivery. The Seller shall not be responsible for the non-delivery if a so-called congruent hedging transaction was concluded with the supplier in good time to fulfill the contractual obligations. If the goods are not delivered, the seller shall inform the customer immediately of this circumstance and refund any purchase price already paid as well as shipping costs. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery.

5. in the event of exercising the right of revocation, the customer shall bear the costs of the return shipment if the delivered goods correspond to those ordered and if the price of the goods to be returned does not exceed an amount of 40 euros or if, in the case of a higher price of the goods, the customer has not yet rendered the consideration or a contractually agreed partial performance at the time of revocation.

§ 4 Retention of title

The delivered goods remain the property of the seller until all claims arising from the contract have been fulfilled; in the event that the customer is a legal entity under public law or a special fund under public law, also beyond this from the ongoing business relationship until all claims to which the seller is entitled in connection with the contract have been settled.

§ 5 Offsetting, right of retention

1. the customer shall only be entitled to set-off if his counterclaims are recognized by the seller or have been legally established.

2. the customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 6 Liability for material defects and defects of title

1. if there are defects, the customer shall be entitled to the statutory warranty rights in accordance with the following provisions. If only merchants are involved in the contract, §§ 377 ff. HGB (GERMAN COMMERCIAL CODE).

2. damage caused by improper actions by the customer during installation, connection, operation or storage of the goods shall not justify any warranty claim against the seller. The customer can find information on proper handling in the manufacturer’s descriptions.

3. defects must be reported to the seller by the customer within a warranty period of two years for new items or one year for used items. The above limitations of liability shall not apply if the Seller has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The above limitations of liability shall also not apply to claims for damages by the customer which are based on compensation for bodily injury or damage to health due to a defect for which the seller is responsible or which are based on intentional or grossly negligent fault on the part of the seller or his vicarious agents. The above reductions shall not apply to defects in a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness. The above reductions shall also not apply if the Seller has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods, and shall not apply to claims for damages by the Customer which are based on compensation for physical injury or damage to health due to a defect for which the Seller is responsible or which are based on intentional or grossly negligent fault on the part of the Seller or its vicarious agents.

4. if there are defects and these have been asserted in good time, the seller is entitled to subsequent performance. If the supplementary performance fails, the customer shall be entitled to reduce the purchase price or withdraw from the contract. In all other respects, the statutory provisions shall apply.

§ 7 Duty to provide information in the event of transport damage

If goods are delivered with obvious damage to the packaging or contents, the customer must, without prejudice to his warranty rights (A. § 6), complain immediately to the carrier/freight service and contact the seller immediately by e-mail or other means (fax/post) so that the seller can protect any rights against the carrier/freight service.

§ 8 Exclusion of liability

1. apart from liability for material defects and defects of title, the seller shall be liable without limitation insofar as the cause of the damage is based on intent or gross negligence. It shall also be liable for the slightly negligent breach of material obligations (obligations whose breach jeopardizes the achievement of the purpose of the contract) and for the breach of cardinal obligations (obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer regularly relies), but in each case only for foreseeable damage typical of the contract. The Vendor shall not be liable for the slightly negligent breach of obligations other than the aforementioned obligations.

2. the limitations of liability in the preceding paragraph 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.

3. if the seller’s liability is excluded or limited, this shall also apply to the personal liability of its employees, representatives and vicarious agents.

§ 9 Data protection

1. the customer is aware and agrees that the personal data required to process the order will be stored by the seller on data carriers. The customer expressly consents to the collection, processing and use of his personal data. The stored personal data will of course be treated confidentially by the seller. The collection, processing and use of the customer’s personal data is carried out in compliance with the Federal Data Protection Act (BDSG) and the Telemedia Act (TMG).

2. the customer has the right to revoke his consent at any time with effect for the future. In this case, the seller is obliged to delete the customer’s personal data immediately. In the case of ongoing order processes, the deletion takes place after completion of the order process.

Information on the right of withdrawal for distance contracts

Right of withdrawal: Delivery to commercial customers only. Right of withdrawal therefore excluded.

B. General Terms and Conditions of Sale and Delivery for Commercial Customers

§ 1 Contents and conclusion of the contract

1. the customer has the option of contacting the seller by telephone, e-mail, fax or letter to inquire about a specific item. Upon receipt of such an inquiry, the Seller shall submit a corresponding non-binding offer to the Customer by e-mail, letter, telephone or fax. The customer then has the opportunity to place a binding order. The customer then receives an order confirmation by e-mail, letter or fax, which confirms receipt of his order and lists its details. This order confirmation represents the acceptance of his offer by the seller, so that the contract is concluded by the order confirmation.

2. when shopping in the online store, the customer places a binding order via the ordering system provided by selecting the type and quantity of goods and services specified therein. The order represents an offer to the seller to conclude a purchase contract. Representations and prices in the online store by the seller do not constitute an offer in the legal sense. When the customer places an order in the online store, he receives an e-mail, letter or fax confirming receipt of his order and listing its details (order confirmation). The purchase contract is concluded with the order confirmation. The text of the contract can otherwise no longer be viewed after the order has been placed. The customer is therefore requested to save the text of the contract.

§ 2 Prices, shipping costs, VAT and payment

1 Unless otherwise agreed, the Seller’s prices are ex works, plus statutory VAT, excluding packaging costs and excluding customs duties, other ancillary costs or charges of any kind. Waybill stamps, siding charges and cartage shall be borne by the customer. In the event of an increase in wage, material or raw material costs, manufacturing or transportation costs, etc., the Seller shall be entitled to charge the prices valid on the day of delivery. This shall not apply if the agreed deliveries and services are to be provided within 4 months of conclusion of the contract.

2 The prices do not include shipping and packaging costs.

3. the seller shall deliver to the customer at the customer’s request using the following payment methods: advance payment (by bank transfer), on account, cash on delivery or by credit card. If the customer chooses advance payment by bank transfer, payment must be made no later than 14 calendar days after the order confirmation. In the case of delivery on account, payment is due no later than 8 calendar days after invoicing. If payment is made by cash on delivery, the purchase price plus shipping costs and cash on delivery charges shall be due upon delivery and presentation of the cash on delivery bill by the commissioned transport company.

4 In the case of contracts concluded via the seller’s online store, the following provisions shall apply with priority: Payment shall be made in accordance with the conditions contained in the order. The prices displayed in the online store also refer to the respective packaging units/roll lengths. If rolls are cut to size, cutting costs will be charged, which the seller will inform the customer of separately.

5. the seller shall always issue an invoice to the customer, which shall be handed over to the customer upon delivery of the goods or otherwise received in text form.

6. if a customer defaults on his payment obligations, the seller may demand compensation in accordance with the statutory provisions and/or withdraw from the contract. In any case, the customer shall pay default interest in the amount of 8 percentage points above the respective base interest rate. Furthermore, the Seller reserves the right to prove and assert a higher interest loss by submitting a bank certificate. Furthermore, for each reminder issued by the seller, a lump-sum compensation of EUR 5.00 shall be payable, unless the customer can prove a lower loss.

7. to the extent that the seller accepts bills of exchange or checks, these shall only be accepted on account of performance. The bills of exchange must be discountable. Discount charges and all other costs shall be borne in full by the customer and must be paid within 8 days.

8. in the case of settlement by means of bills of exchange, the seller may demand immediate payment of all outstanding delivery claims – including those not yet due – which are otherwise free of objections, if discount charges invoiced are not paid within 8 days, bills of exchange received are not discounted by a bank, discounted bills of exchange are charged back or a bill of exchange is not honored. The same applies if a check from the customer is not honored or if the customer defaults on an installment payment.

9. if the customer’s financial situation deteriorates significantly after conclusion of the contract or if bills of exchange or checks are protested, the seller may demand advance payments or securities for all deliveries still to be made under contracts from the same legal relationship (§ 273 BGB). If the customer does not comply with this request, the vendor may withdraw from the said contracts and, after setting a deadline of 14 days, demand compensation for breach of duty in the amount of 10% of the non-executed order amount without special proof, unless the customer can prove that the damage is lower. In the event of default in payment, the default interest agreed in paragraph 7 above shall become due.

10. payments made by check/bill of exchange shall not be deemed final payment until the bill of exchange or check has been honored. The extended reservation of title shall remain in force until final encashment.

§ 3 Offsetting, right of retention

The customer shall not be entitled to a right of retention. However, the rights pursuant to § 320 BGB shall remain unaffected as long as and to the extent that the seller has not fulfilled its obligations to make a new delivery or rectify a defect.

§ 4 Packaging

1. the type of packaging is at the discretion of the seller. Packaging shall be charged at cost price.

2. packaging materials shall only be taken back if this has been expressly agreed. Otherwise, take-back shall be excluded insofar as the Seller has engaged a suitable disposal company for disposal in accordance with the Packaging Ordinance as amended. In this case, the customer is obliged to keep the packaging material ready and to hand it over to the disposal company. If it has been agreed that the customer waives his right to return the packaging in return for a flat-rate disposal fee, the customer shall be obliged to hand over the used packaging to a recognized disposal company that guarantees proper disposal in accordance with the provisions of the Packaging Ordinance.

3. reusable packaging shall only be provided by the Seller on loan. The customer must notify the seller in writing within 14 days of the return of the packaging unit and make the packaging available. If this is not done, the Seller shall be entitled to demand 20% of the purchase price (but not more than the full purchase price) for each week from the 3rd week after a reminder as a rental fee or to invoice the value of the packaging immediately, which shall be due for payment immediately upon receipt. The following also applies to merchants, legal entities under public law and special funds under public law: Packaging materials owned by third parties shall be delivered in the name and on behalf of these owners. It is pointed out that the suppliers of packaging materials may charge rental fees if the packaging materials are not returned on time, which the customer must pay insofar as they are attributable to him.

§ 5 Acceptance

1. in principle, the customer must collect the finished goods, unless otherwise expressly agreed (obligation to collect). If this is not done within a reasonable period of time, or if the customer requests shipment in accordance with his order, the seller shall be entitled to ship the goods at the customer’s expense. The goods shall be deemed to have been delivered in accordance with the conditions when they leave the seller’s premises (sale by dispatch).

2. acceptance of the goods shall be deemed to have taken place upon collection or, in the case of shipment, upon shipment.

3. the seller is entitled to make partial deliveries unless this is unreasonable for the customer. Partial deliveries do not entitle the customer to withhold payment for the delivered goods.

§ 6 Shipping

1. the risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the seller’s premises.

2. in the absence of special instructions, the means and route of transportation shall be left to the seller’s choice to the exclusion of any liability. B.§ 12 shall also apply. Goods ready for dispatch must be called off immediately, otherwise the Seller shall be entitled to store them at its own discretion at the Customer’s expense and risk and to consider them as delivered ex works.

§ 7 Insurance

The goods will only be insured against transport damage and breakage at the customer’s request. In this case, the Seller shall charge the costs incurred by it, but shall not assume any responsibility for the execution of the shipment. B.§ 6 also applies. The customer undertakes to insure the delivery against fire damage and the risk of explosion at his own expense upon or immediately after its arrival at the destination. He shall bear the sole risk in this respect, as well as with regard to other types of damage, unless otherwise agreed.

§ 8 Delivery time

1. delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information. This also applies to delivery times indicated in the online store on order confirmations or announced in delivery date information (in particular by e-mail or fax). The delivery time stated by the Seller shall not commence until all details of the transaction and technical questions have been clarified and both parties have agreed on all conditions of the transaction. The customer must also fulfill all obligations incumbent upon him properly and in good time.

2. if the underlying contract is a fixed-date transaction within the meaning of § 286 para. 2 no. 4 BGB or § 376 HGB, the seller shall be liable in accordance with the statutory provisions. The same applies if the customer is entitled to assert the discontinuation of his interest in the further fulfillment of the contract as a result of a delay in delivery for which the seller is responsible. In these cases, the Seller’s liability shall be limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which the Seller is responsible, whereby fault on the part of our representatives or vicarious agents shall be attributed to the Seller. The seller shall also be liable to the customer in the event of a delay in delivery in accordance with the statutory provisions if this is due to an intentional or grossly negligent breach of contract for which the seller is responsible, whereby the fault of its representatives or vicarious agents is attributable to the seller. Its liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional breach of contract for which it is responsible.

3. in the event that a delay in delivery for which the seller is responsible is due to the culpable breach of a material contractual obligation, whereby the seller is responsible for the fault of its representatives or vicarious agents, the seller shall be liable in accordance with the statutory provisions with the proviso that in this case the liability for damages shall be limited to the foreseeable, typically occurring damage.

4. otherwise, in the event of a delay in delivery for which the seller is responsible, the customer may claim liquidated damages in the amount of 2% of the delivery value for each full week of delay, but not more than 10% of the delivery value.

5. any further liability for a delay in delivery for which the seller is responsible is excluded. The further statutory claims and rights of the customer to which he is entitled in addition to the claim for damages due to a delay in delivery for which the seller is responsible shall remain unaffected.

6. if the customer is in default of acceptance, the seller shall be entitled to demand compensation for the resulting damage and any additional expenses. The same shall apply if the customer culpably violates its obligations to cooperate. The risk of accidental deterioration and accidental loss shall pass to the customer upon the occurrence of default of acceptance or debtor’s delay.

7. if the seller does not receive deliveries or services from its subcontractors for reasons for which it is not responsible, or does not receive them correctly or on time, or if force majeure events occur, it shall inform the customer in good time. In this case, it shall be entitled to postpone the delivery for the duration of the hindrance or to withdraw from the contract in whole or in part due to the part not yet fulfilled, insofar as it has fulfilled its above obligation to provide information and has not expressly assumed the procurement risk. Force majeure shall include strikes, lockouts, official interventions, energy and raw material shortages, transportation bottlenecks through no fault of the Seller, operational hindrances through no fault of the Seller, for example due to fire, water and machine damage, and all other hindrances which, from an objective point of view, have not been culpably caused by the Seller.

§ 9 Retention of title

1. the seller retains title to the delivered goods until all claims to which it is entitled from the business relationship have been settled in full, irrespective of the legal grounds. The extended retention of title shall apply until all claims arising from the business relationship with the customer have been paid and until the seller has been released from any contingent liabilities entered into in the customer’s interest. The Seller shall be entitled to demand the return of its reserved goods for good cause, in particular in the event of default of payment after a reminder, against crediting of the proceeds of sale, without this being deemed a withdrawal from the contract. In this case, the customer is obliged to surrender the goods. In the event of seizure of delivered goods by third parties, the customer is obliged to point out the seller’s ownership and to inform the seller immediately, handing over all documents necessary for the objection.

2. if the goods subject to retention of title are processed by the customer into a new movable item, the further processing shall be carried out for the seller without the seller being obliged to do so; the new item shall become its property. In the event of processing together with goods not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other goods at the time of processing. If the goods subject to retention of title are combined, mixed or blended with goods not belonging to the seller in accordance with §§ 947, 948 BGB, the seller shall become co-owner in accordance with the statutory provisions. If the customer acquires sole ownership by combining, mixing or blending, he hereby assigns co-ownership to the seller in the ratio of the value of the goods subject to retention of title to the other goods at the time of combining, mixing or blending. In such cases, the customer shall store the goods owned or co-owned by the seller, which are also deemed to be goods subject to retention of title within the meaning of the above conditions, free of charge.

3. if goods subject to retention of title are sold alone or together with goods not belonging to the seller, the customer hereby assigns, i.e. at the time of conclusion of the contract, the claims arising from the resale in the amount of the value of the goods subject to retention of title with all ancillary rights and priority over the rest; the seller accepts the assignment. The value of the goods subject to retention of title shall be the invoice amount of the seller, which, however, shall not be taken into account if it is opposed by third party rights. If the resold goods subject to retention of title are co-owned by the seller, the assignment of the claims shall extend to the amount corresponding to its share in the co-ownership.

4. if the seller’s reserved goods are installed as an essential component in the property, ship, ship under construction or aircraft of a third party, the customer hereby assigns to the seller the assignable claims for remuneration arising against the third party or the party concerned in the amount of the value of the reserved goods with all ancillary rights, including such rights to the granting of a security mortgage, with priority over the rest; the seller accepts the assignment. Paragraph 3, sentences 2 and 3 shall apply accordingly.

5. the customer shall only be entitled and authorized to resell, use or install the reserved goods in the ordinary course of business and only on condition that the claims within the meaning of paragraphs 3 and 4 are actually transferred to the seller. The customer is not entitled to dispose of the reserved goods in any other way, in particular by pledging them or assigning them as security. The customer shall only be permitted to assign the goods by way of genuine factoring on condition that we are notified of this, stating the factoring bank and the customer’s accounts held there, and that the factoring proceeds exceed the value of our secured claim. The seller’s claim shall become due immediately when the factoring proceeds are credited.

6. the customer authorizes the seller, subject to revocation, to collect the claims assigned in accordance with paragraphs 3 to 5. The vendor shall not make use of its own authorization to collect as long as the customer meets its payment obligations, including to third parties. At the Seller’s request, the Customer shall name the debtors of the assigned claims and notify them of the assignment; the Seller is authorized to notify the debtors of the assignment itself.

7. the right to resell, use or install the reserved goods or the authorization to collect the assigned claims shall expire upon suspension of payment and/or application for the opening of insolvency proceedings against the customer’s assets; the direct debit authorization shall also expire in the event of a cheque or bill protest. This shall not apply to the rights of the insolvency administrator.

8. if the value of the securities granted exceeds the claims (possibly reduced by down payments and partial payments) by more than 20%, the customer shall be obliged to reassign or release them at his discretion. Ownership of the reserved goods and the assigned claims shall be transferred to the customer upon settlement of all claims of the seller arising from the business relationship.

§ 10 Impermissible onward delivery

The export of the items delivered by the seller in an unaltered condition by the customer or his customers is not permitted if the seller has not expressly agreed to the export and entitles the customer to claim damages. Items that were ordered for export may not be delivered to a domestic customer either in an unaltered or altered condition, nor to a foreign customer other than the country of destination specified in the order.

§ 11 Notice of defects, liability for material defects

1. the seller shall only be liable for defects as follows: The customer must inspect the goods received immediately for quantity and quality. Obvious defects must be reported in writing within 14 days. In the case of mutual commercial transactions between merchants, § 377 HGB remains unaffected. The transport company must also be notified of any visible defects upon delivery and must arrange for the defects to be recorded. Notices of defects must contain a description of the defect in as much detail as possible. Insofar as deviations in quantity and weight were already recognizable upon delivery according to the above inspection obligations, the customer must complain about these defects to the transport company upon receipt of the goods and have the complaint certified.

2. if the customer discovers defects in the goods, he may not dispose of them, i.e. they may not be divided, resold or further processed until an agreement has been reached on the handling of the complaint or an expert appointed by the Chamber of Industry and Commerce at our registered office has secured evidence.

3. the customer is obliged to provide the seller with the rejected goods or samples thereof for the purpose of examining the complaint. In the event of culpable refusal, liability shall lapse.

4. in the event of justified complaints, the seller shall be entitled to determine the type of subsequent performance (replacement delivery, rectification), taking into account the nature of the defect and the legitimate interests of the customer. If the supplementary performance fails, is not possible or is unreasonable for the customer, the customer may reduce the purchase price or withdraw from the contract.

5. the customer must inform the seller immediately of a case of material defect liability occurring with a customer.

6. claims for defects shall not exist in the event of only insignificant deviation 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. 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. claims of the customer for the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the delivered goods have subsequently been moved to a location other than the customer’s branch office, unless the transfer corresponds to their intended use.

8. the customer’s rights of recourse against the seller shall only exist insofar as the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the customer’s right of recourse against the supplier.

9. in accordance with the statutory provisions, the seller shall be obliged to take back the new goods or to reduce the purchase price even without setting the otherwise required deadline if the customer’s buyer, as the consumer of the new movable item sold (purchase of consumer goods), was able to demand the return of the goods or the reduction of the purchase price from the customer due to the defect of these goods or if the customer is entitled to such a resulting right of recourse. In addition, the seller is obliged to reimburse the customer’s expenses, in particular transport, travel, labor and material costs, which the customer had to bear in relation to the end consumer in the context of subsequent performance due to a defect in the goods existing at the time of transfer of risk. The claim is excluded if the customer, as a merchant, has not properly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code).

10. the obligation according to B.§ 11 paragraph 8 is excluded if it is a defect due to advertising statements or other contractual agreements that do not originate from the seller, or if the customer has given a special guarantee to the end consumer. The obligation is also excluded if the customer himself was not obliged to exercise the liability claims for material defects against the end consumer on the basis of the statutory provisions or did not make this complaint in respect of a claim made against him. This shall also apply if the customer has assumed warranties vis-à-vis the end user that go beyond the statutory scope. The scope of the customer’s right of recourse shall also be governed by B.§ 11 paragraph 4 accordingly.

11. the acknowledgement of defects and complaints must be made in writing.

12. claims for material defects shall lapse after 12 months. This shall not apply insofar as the law prescribes longer periods in accordance with §§ 438 Para. 1 No. 2 (buildings and items for buildings), § 479 Para. 1 (right of recourse) and § 634a Para. 1 No. 2 (building defects), § 202 Para. 1 BGB (liability for intent).

13. furthermore, B.§ 12 applies to claims for damages.

§ 12 General limitation of liability

1. irrespective of the following limitations of liability, the seller shall be liable in accordance with the statutory provisions for damage to life, limb and health resulting from a negligent or intentional breach of duty by its executive bodies and executive employees or its vicarious agents, as well as for damage covered by liability under the Product Liability Act. For damages that are not covered by B.§ 11 paragraph 1 and that are based on intentional or grossly negligent breaches of contract as well as fraudulent intent on the part of its organs and executive employees or its vicarious agents, it shall be liable in accordance with the statutory provisions. In this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage, unless its bodies, executives or vicarious agents have acted willfully. To the extent that it has given a guarantee of quality and/or durability in respect of the goods or parts thereof, it shall also be liable under this guarantee. However, they shall only be liable for damages that are based on the absence of the guaranteed quality or durability but do not occur directly on the goods if the risk of such damage is clearly covered by the quality and durability guarantee.

2. the seller shall also be liable for damages caused by simple negligent breach of such contractual obligations, the fulfillment of which is essential for the proper execution of the contract and on the observance of which the customer regularly relies and may rely. However, the Seller shall only be liable insofar as the damages are typically associated with the contract and are foreseeable.

3. any further liability is excluded regardless of the legal nature of the claim asserted; this applies in particular to tortious claims or claims for reimbursement of futile expenses instead of performance, as well as to all consequential damages, such as loss of production, recall costs and loss of profit; this does not affect liability in accordance with B. § 8 paragraphs 2 to 5. to the extent that its liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives and vicarious agents.

4. other claims for damages by the customer shall become time-barred one year after delivery of the goods. This shall not apply in the event of injury to life, limb or health caused by the Seller, its executive bodies, executive employees or vicarious agents, or if its executive bodies and executive employees have acted with intent or gross negligence, or if its ordinary vicarious agents have acted with intent.

§ 13 Other rights to withdrawal, contractual penalty and damages

1. the seller reserves the right to withdraw from the contract with a written declaration if the customer has provided incorrect information about his person, his commercial status or his creditworthiness, or if he ceases payments, or if insolvency proceedings are applied for or opened against his assets. If the Seller makes use of its contractual or statutory right of withdrawal, it shall be entitled, in addition to claiming damages, to charge the Customer a lump sum of 25% of the order value for its expenses, reductions in value that have occurred in the meantime, remuneration for the transfer of use, and compensation for all damage caused by the non-contractual use of the goods; in the case of custom-made products, it may charge the full price.

2. if the seller can claim damages from the customer due to a breach of duty or cancellation of the purchase contract, a lump-sum compensation of at least 25% of the order amount is agreed, unless expressly agreed otherwise or in these terms and conditions. Notwithstanding the aforementioned lump sum rates, the seller reserves the right to calculate specific damages. The customer reserves the right to provide evidence of lower damages.

§ 14 Data protection

1. the data required for processing the contract shall be stored in the seller’s EDP system for fast and error-free processing. The data provided shall be handled in accordance with the provisions of the Federal Data Protection Act and the Teleservices Data Act.

2. for the purpose of credit checks and creditworthiness monitoring, the seller exchanges data with other credit service providers such as Schufa.

3. the seller reserves the right to provide other companies with the customer’s data in a permissible manner for the purpose of sending information material and also reserves the right to use this data for its own advertising purposes. If the customer does not agree to this, simply send a short informal message to the seller: baha-Tools GmbH, Holzheimer Str. 8, 73037 Göppingen, info@baha-tools.de.

4. the seller shall not utilize or pass on the customer data beyond the scope regulated in paragraphs 1 to 3.

§ 15 Final clause

The possible invalidity of one of the above provisions shall not affect the validity of all other provisions. An invalid provision shall be replaced by such a provision as is consistent with the meaning of the other provisions.

Status 11/2024