Online Terms and Conditions of Sale and Delivery

1. Scope

1.1 The following Online Terms and Conditions of Sale and Delivery (hereinafter referred to as the “Terms and Conditions”) apply to all contracts and deliveries entered into by the seller/supplier Peter Cramer GmbH + Co. KG (hereinafter referred to as the “Seller”) via its website as part of its electronic ordering service (hereinafter referred to as the “Online Store”). These Terms and Conditions apply exclusively; any terms and conditions of the customer (hereinafter referred to as the “Purchaser”) that conflict with or deviate from these Terms and Conditions are expressly rejected.

1.2 The Seller reserves the right to amend the applicable Terms and Conditions at any time. Without exception, all amendments to the Terms and Conditions apply only to new orders placed after the changes have been posted on the website. Customers must review the Terms and Conditions published on the website before clicking “Purchase,” as the Terms and Conditions may have changed in the meantime. Customers may print, download, and/or save the Terms and Conditions. By placing an order with the Seller, the customer agrees to the application of these Terms and Conditions to their order.

1.3 The Seller may correctany errors in sales brochures, price lists, offer documents, or other documentation of the Seller that result from mistakes, without being liable for damages arising from such errors. The Seller reserves the right of ownership and, to the extent eligible for copyright protection, the copyright to cost estimates, drawings, information of a tangible and intangible nature—including in electronic form—and other documents.

1.4 These Terms and Conditions apply only to customers who are business entities, legal entities under public law, or special funds under public law as defined in Section 310(1) of the German Civil Code (BGB).

2. Conclusion of the Contract

2.1 The product listings presented in the Seller’s online store are subject to change and do not constitute offers in the legal sense. By clicking the “Add to Cart” button, the customer can place the respective item in the virtual shopping cart. This action is non-binding and does not yet constitute an offer to enter into a contract. Before submitting the order, the customer may view and modify the order details at any time. By clicking the “Place Order” button, the customer submits a binding offer to the seller to enter into a purchase contract. However, the offer can only be submitted and transmitted if the customer accepts these Terms and Conditions by checking the “Terms and Conditions” checkbox and thereby incorporates them into the offer.

2.2 After placing an order, the buyer will receive an automatic confirmation of receipt via email from the seller, which lists the details of the order once again (order confirmation). This order confirmation does not constitute acceptance of the contract, but rather informs the buyer that the order has been received. The buyer’s order for goods constitutes a binding offer to enter into a contract. A contract is then formed when the seller sends an order confirmation via email or upon delivery of the goods.

2.3 The customer warrants that all information provided when placing an order or registering in the online store (e.g., name, address, email address, bank account information, etc.) is accurate. The seller must be notified of any changes immediately.

2.4 The language of the contract is exclusively German. The seller delivers its goods only to customers within the Federal Republic of Germany.

2.5 The contracting party for all online sales contracts is Peter Cramer GmbH + Co. KG.

3. Prices , Shipping Costs, Payment Terms

3.1 The prices listed in the online store are in euros, ex seller’s warehouse, excluding shipping, packaging, or insurance, and are subject to applicable value-added tax. These prices apply exclusively to orders placed through the online store.

3.2 If , after the conclusion of the contract—in cases where the delivery time for the subject matter of the contract exceeds 4 months—the manufacturer or supplier changes the delivery prices, the seller is entitled to make a reasonable subsequent adjustment to the sales price. If the purchase price changes by more than 5%, both parties to the contract have the right to withdraw from the contract.

3.3 Unless otherwise expressly agreed, the Seller shall ship the goods to the Buyer (sale by delivery) at the Buyer’s expense. The Buyer will receive the goods in a single shipment whenever possible. This does not apply if the order contains items that must be packaged separately or transported by different modes of transport, or that are not available for delivery until a later date. An overview of the shipping options and the resulting shipping costs can be found under the “Shipping Costs” link. The shipping costs are also displayed to the buyer on the summary page before the order is placed. Shipping insurance will be purchased only upon the buyer’s written instruction and at the buyer’s expense.

3.4 Payment shall generally be made, at the buyer’s discretion, by invoice, prepayment, cash on delivery, credit card, PayPal, or direct debit. The seller reserves the right, however, to make delivery only upon prepayment or cash on delivery (immediate payment upon delivery). If, after the conclusion of the contract, the seller becomes aware that payment of the purchase price is at risk due to the buyer’s inability to pay, the seller is entitled to demand payment in advance or, if the seller has unsuccessfully set a deadline for payment of the purchase price, to withdraw from the contract. The buyer, however, has the right to avert these consequences by providing security. No discount is available. The buyer agrees to receive electronic invoices in PDF format.

3.5 The purchaser isentitled to withhold payments or set them off against counterclaims only to the extent that its counterclaims are undisputed or have been established by a final and binding judgment, or to the extent that such counterclaims are ready for decision in pending legal proceedings.

4. Delivery of Goods

4.1 Goods will be delivered as soon as possible or within the timeframe specified in the order confirmation. Any estimated delivery dates listed in the online store or in the order confirmation are always subject to the seller receiving the goods from its suppliers or the manufacturer correctly and on time. If the Seller does not receive delivery itself, even though it has placed identical orders with its suppliers or the manufacturer, the delivery period shall be extended accordingly. In this case, the Seller will immediately notify the customer of the unavailability of the delivery.

4.2 The delivery period shall be deemed to have been met if, by the time it expires, the goods have left the Seller’s warehouse or the manufacturer’s plant, or if the Buyer has been notified that the goods are ready for shipment or pickup.

4.3 In the event of force majeure or unforeseen obstacles beyond the Seller’s control (e.g., caused by or resulting from an epidemic, pandemic, labor disputes, strikes, government measures, insufficient extraction or delayed or restricted supply of raw materials and auxiliary materials, power, water, and, where applicable, gas outages, lack of transportation, etc.), the agreed-upon delivery time shall be adjusted accordingly. This also applies if the obstacles arose during an existing delay. The seller shall notify the buyer of the start and end of such circumstances as soon as possible.

4.4 If the Buyersuffers damages due to a delay caused by the Seller—in particular, in the case of a delivery date firmly agreed upon with the Seller—the Buyer is entitled to claim compensation. In cases of slight negligence, such compensation shall amount to 0.5% for each full week the deadline is exceeded, up to a maximum of 5% of the net payment amount for the delivery that was not made on time as a result of the delay. Notwithstanding Section 8.5, further claims for damages arising from default due to slight negligence are excluded.

4.5 If shipmentis delayed due to circumstances for which the buyer is responsible, the seller is entitled to claim reimbursement for the costs incurred as a result of the delay, including any storage costs incurred with third parties. The seller is entitled, after granting a reasonable grace period that has expired without result, to dispose of the delivery item as it sees fit and to supply the buyer with a reasonable extension of the delivery period.

4.6 Adherence to the delivery schedule is contingent upon the purchaser’s fulfillment of its contractual obligations under the purchase agreement and upon the purchaser having resolved all technical issues.

5. Transfer of Risk and Acceptance of the Delivered Goods

5.1 Upon handover of the goods to the carrier, carrier, or the party picking up the goods, or—in the case of transport using the Buyer’s or Seller’s means of transport—no later than when the goods leave the Seller’s warehouse or the manufacturer’s plant, the risk shall pass to the Buyer, even if partial deliveries are made or the Seller has assumed other obligations, such as shipping costs or delivery and installation. Only at the express written request of the buyer and at the buyer’s expense will the seller insure the shipment against breakage, damage in transit, fire, and water damage.

5.2 If shipmentis delayed due to circumstances beyond the Seller’s control, the risk shall pass to the Buyer on the date the goods are ready for shipment or on the date the Buyer is notified that the goods are ready for pickup. Provided they do not have any material defects, the Buyer must accept the delivered goods, without prejudice to the rights set forth in Section 7.

6. Retention of Title

6.1 The delivered goods (goods subject to retention of title) remain the property of the seller until all claims arising from the business relationship with the buyer have been paid in full. In the case of an open account, all goods subject to retention of title serve as security for the outstanding balance (retention of title on current account).

6.2 The purchaser shall notacquire ownership of the goods subject to retention of title pursuant to § 950 of the German Civil Code (BGB) in the event that the goods subject to retention of title are processed into a new item. Any processing shall be carried out by the Buyer on behalf of the Seller. If the Buyer processes the goods with other goods not belonging to the Seller, the Seller shall be entitled to co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the value of the other goods used in the processing at the time of processing. Otherwise, the same provisions apply to the new item resulting from the processing as to the goods subject to retention of title. It shall be deemed goods subject to retention of title within the meaning of these terms and conditions. If the combination or mixing is carried out in such a way that the purchaser’s item is to be regarded as the principal item, it is hereby agreed that the purchaser shall transfer proportional co-ownership to the seller.

6.3 The buyer is entitled to use the goods subject to retention of title and to resell them in the ordinary course of business, provided that the buyer is not in default of payment. The purchaser’s claims arising from the resale of the goods subject to retention of title—whether sold alone or together with other goods—are hereby assigned to the seller, regardless of whether the goods subject to retention of title are sold unprocessed or after processing, and regardless of whether they are sold to one or more buyers. The assigned claim serves as security for the seller subject to retention of title only up to the value of the goods sold in each instance. The buyer is not authorized to dispose of the goods subject to retention of title in any other way; in particular, any transfer of ownership by way of security or pledging of the goods subject to retention of title is prohibited.

6.4 The Seller is authorized to collect the receivables arising from the resale, notwithstanding the assignment, subject to revocation at any time. The Seller will not collect the receivables itself as long as the Buyer duly fulfills its payment obligations. At the Seller’s request, the Buyer must inform the Seller of the debtors of the assigned receivables and notify the debtors of the assignment.

6.5 The Buyer may neither pledge the delivered goods as collateral nor assign them as security without the Seller’s written consent. In the event of attachment, seizure, or any other disposition by third parties, the Buyer must notify the Seller immediately so that the Seller can enforce its ownership rights. To the extent that the third party is unable to reimburse the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for such costs. The buyer undertakes not to agree to any prohibition on assignment with third-party purchasers of the goods. The buyer hereby waives the right to assert any objection to the agreement of a prohibition on assignment between the buyer and the third-party purchaser.

6.6 The Seller’s retention of title is subject to the condition that, upon full payment of all claims of the Seller arising from the business relationship with the Buyer, ownership of the goods subject to retention of title shall automatically pass to the Buyer, and the assigned claims shall also vest in the Buyer. If the realizable value of all collateral exceeds the coverage limit more than temporarily, the Seller shall, at the Buyer’s request, release collateral of its choice in an amount equal to the excess over the coverage limit; in selecting the collateral to be released, the Seller shall take the Buyer’s legitimate interests into account.

6.7 If the buyer acts in breach of the contract—in particular, in the event of late payment—the seller is entitled to reclaim the subject matter of the contract after issuing a written notice, and the buyer is obligated to surrender it. The assertion of the retention of title requires that the seller first withdraw from the contract.

6.8 The purchaser agrees, as long as ownership has not yet been transferred to him, to handle the goods subject to retention of title with due care and to insure them at his own expense for their replacement value, in particular against damage caused by fire, water, and theft.

7. Liability for Defects in the Delivery

7.1 To the extent that the purchaser and the seller have entered into an agreement regarding the quality of the delivered goods, objective requirements for the delivered goods shall not apply in this respect.

7.2 Any parts that exhibit a material defect shall be repaired or replaced free of charge, at the Seller’s reasonable discretion. The Seller must be notified of such defects immediately in writing or in text form. Please note the obligations to inspect and give notice of defects under § 377 HGB. Replaced parts become the property of the Seller.

7.3 No liability is assumedfor damage resulting from normal wear and tear.

7.4 No liabilityis assumed for damages resulting from the following causes:

- Inappropriate or improper use

- Incorrect installation or commissioning by the customer or a third party

- In the event of improper or negligent handling of the delivered item, particularly with regard to these operating instructions

- In case of excessive strain

- When using unsuitable equipment and replacement materials

7.5 The Buyer shall, after consulting with the Seller, allow the Seller the necessary time and opportunityto carry out any repairs or replacement deliveries that the Seller deems necessary in its reasonable discretion; otherwise, the Seller shall be released from liability for defects. Only in urgent cases where operational safety is at risk—of which the Seller must be notified immediately—or if the Seller is in default regarding the rectification of the defect, shall the Buyer have the right to remedy the defect itself or have it remedied by third parties and to demand reasonable reimbursement of its costs from the Seller.

7.6 Of the direct costs incurred as a result of the repair or replacement, the Seller shall bear—provided that the complaint is deemed justified—the costs of the replacement part, including shipping, as well as the necessary costs for removal and installation, provided that this does not impose a disproportionate burden on the Seller. In addition, when selling a new item, the Seller shall, to the extent required by law, reimburse the Purchaser for expenses incurred in connection with recourse claims within the supply chain. In all other cases, the Purchaser shall bear the costs.

7.7 The Seller shall not be liable for any consequences resultingfrom modifications or repair work performed improperly by the Buyer or third parties without the Seller’s prior consent.

7.8 Any further claims by the purchaser shall apply only in the cases specified in Section 8.5 of these Terms and Conditions.

7.9 Used goods are sold with no warranty against defects. This exclusion does not apply to claims under Section 8.5 of these Terms and Conditions.

7.10 Unless otherwise agreed, the Seller shall deliver the goods within Germany free of third-party industrial property rights and copyrights. Should an infringement of such rights nevertheless occur, the Seller shall either obtain the necessary license from the third party or modify the delivered item to the extent necessary to ensure that no infringement of intellectual property rights exists. If this is not possible for the Seller under reasonable and fair terms or within a reasonable period of time, both the Buyer and the Seller are entitled to rescind the contract.

7.11 In all other respects, the provisions of this Section 7 shall apply mutatis mutandis in the event of defects of title, provided that the Purchaser shall only be entitled to claims if it promptly notifies the Seller in writing of any claims asserted by third parties, does not acknowledge, either directly or indirectly, any alleged infringement, ensures that the Seller retains all defenses without restriction, the legal violation is not due to the fact that the purchaser has modified the delivered item or used it in a manner not in accordance with the contract, or the legal defect is attributable to an instruction from the purchaser.

8. The Buyer’sRights to Cancel or Seek a Price Reduction, and Other Liability of the Seller

8.1 The buyer may rescind the contract if it becomes definitively impossible for the seller to perform the contract in its entirety. The same applies in the event of the seller’s inability to perform. The buyer may also withdraw from the contract if, when ordering items of the same type, it becomes impossible to fulfill part of the delivery in terms of quantity and the buyer has a legitimate interest in refusing a partial delivery. If this is not the case, the buyer may reduce the purchase price accordingly.

8.2 If there is a delay in performance as defined in Section 4 of these Terms and Conditions, and if the Buyer grants the Seller in default a reasonable grace period and the Seller fails to meet that grace period, the Buyer is entitled to rescind the contract.

8.3 If the impossibilityarises during the period of default in acceptance or through the fault of the purchaser, the purchaser remains obligated to provide consideration.

8.4 The buyer also has the right to rescind the contract if the seller allows a reasonable grace period granted to it for remedying the defect to elapse without result. The buyer’s right to rescind the contract also applies in other cases where the seller fails to repair the defect or provide a replacement.

8.5 Any further claims for compensation for damages of any kind—including damages that did not occur to the delivered item—shall exist only

- in cases of gross negligence or willful misconduct

- in the event of injury to life, body, or health

- in the event of a culpable breach of material contractual obligations, to the extent that the fulfillment of the purpose of the contract is jeopardized, with respect to foreseeable damages typical for this type of contract

- in cases where, under the Product Liability Act, liability arises for defects in the delivered item, or for personal injury or property damage to items used for private purposes

- in the case of defects that were fraudulently concealed or for which the seller guaranteed their absence.

Otherwise, any further claims for damages are excluded.

9. Liability for Incidental Obligations

If, due to the Seller’s fault, the delivered item cannot be used by the Buyer in accordance with the contract as a result of the Seller’s failure to carry out or incorrect execution of suggestions and advice provided before or after the conclusion of the contract, as well as other ancillary contractual obligations—in particular instructions for the operation and maintenance of the delivered item— then, to the exclusion of any further claims by the purchaser, the provisions of Sections 7 and 8 of these Terms and Conditions shall apply accordingly.

10. Statute of Limitations

10.1 Claimsfor material defects and defects of title are subject to a 12-month statute of limitations beginning on the date of delivery.

10.2 The time limit specified in the first sentence of Section 10.1 above does not apply if the matter concerns defects in a structure or items intended for a structure and these defects have caused the material defect. Notwithstanding the first sentence of Section 10.1, the statutory limitation periods shall also apply in the event of a contractor’s recourse claim pursuant to Sections 478 and 479 of the German Civil Code (BGB), as well as in cases of any claims by the purchaser pursuant to Section 8.5 of these Terms and Conditions; these also apply to the statute of limitations for recourse claims in the supply chain pursuant to Section 445b(1) of the German Civil Code (BGB). The suspension of the statute of limitations under § 445b(2) of the German Civil Code (BGB) remains unaffected and ends no later than five years after the date on which the seller delivered the goods. These provisions regarding the statute of limitations for recourse claims and the suspension of the statute of limitations do not apply if the final contract in the supply chain is a sale of consumer goods.

11. Governing Law, Place of Performance, and Jurisdiction

11.1 All legal relationships between the Seller and the Buyershall be governed exclusivelyby the laws of the Federal Republic of Germany, without regard to any possible renvoi under the rules of private international law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are expressly excluded.

11.2 If the buyer is a merchant, a legal entity under public law, or a special fund under public law,the place of performance and exclusive venue for both parties and for all present and future claims arising from the business relationship shall be the seller’s principal place of business. However, the seller may also bring an action before the court having jurisdiction over the buyer.