General Terms and Conditions
CEKA GmbH & Co. KG

1. Our deliveries, services and offers are made exclusively on the basis of these terms and conditions. They shall apply to all future business dealings, even if they are not expressly agreed again. These terms and conditions shall be deemed accepted at the latest upon receipt of the goods or services.
    
2.  Orders or counter-confirmations by the customer with reference to their own terms and conditions of business or purchase are hereby rejected. Any deviations from our terms and conditions shall only be effective if confirmed by us in writing.
    
3. Drawings, illustrations, dimensions, weights and other performance data are only binding if we expressly agree to them in writing.
    
4. We reserve our property rights, copyrights and other industrial property rights to all illustrations, calculations, drawings and other documents. The buyer may only pass these on to third parties with our written consent, irrespective of whether we have marked them as confidential.
    
5. Amendments to the written form clause must also be made in writing.

1. Offers are subject to change without notice and are non-binding. Declarations of acceptance and orders are binding on us insofar as they are confirmed in writing or they are complied with by sending the goods. The same applies to supplements, agreements and subsidiary agreements.
    
2. The purchase contract shall be concluded by our written order confirmation or by sending the ordered products.
    
3. We can accept an order from the buyer, which is to be qualified as an offer to conclude a purchase contract, within two weeks by sending an order confirmation or by sending the ordered products within the same period.
    
4.  Any change requests to orders already placed shall only be taken into account if this is still possible in terms of production technology. The agreed price shall be adjusted within a reasonable scope upon implementation of the change requests on the basis of the expenditure incurred by the change request and the general price list.
    
5. No claim to subsequent delivery exists for discontinued models and custom-made products.

1. The prices according to the respective valid price list shall apply.
    
2. The prices are net prices plus the applicable statutory value added tax.
    
3. The costs for packaging, insurance and shipping are not included in the prices, unless the current price list handed over to the customer provides otherwise.
    
4. Price changes are permissible if there are more than three months between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices increase thereafter until completion of the delivery, we shall be entitled to increase the price appropriately in accordance with the cost increases. The buyer shall only be entitled to withdraw from the contract if the price increase exceeds the increase in the general cost of living between order and delivery by more than an insignificant amount. If the buyer is a merchant, a legal entity under public law or a special fund under public law, price changes are permissible in accordance with the aforementioned provision if there are more than six weeks between the conclusion of the contract and the agreed delivery date.

1. The place of performance is Alsfeld.
    
2. In the event of any disputes arising from the contractual relationship, if the buyer is a registered trader, a legal entity under public law or a special fund under public law, the action shall be brought before the court which has jurisdiction for our head office. We are also entitled to take legal action at the head office of the buyer.
    
3. German law shall be exclusively applicable to the exclusion of the laws on the international purchase of movable goods, even if the buyer has its registered office abroad.

The cancellation of concluded contracts must be made expressly and amicably. If the buyer withdraws from the contract without justification, we may claim 10% of the gross sales price for the costs incurred in processing the order and for lost profit, without prejudice to the possibility of claiming higher actual damages. The buyer retains the right to prove a lower damage. In the case of custom-made products, cancellation shall be excluded.

Unless otherwise agreed, samples must be returned or purchased within 4 weeks. Customer-specific samples, which represent custom-made products, are to be purchased by the buyer and are excluded from exchange. The freight costs shall be borne by the buyer. Custom-made products are those articles which are not produced in series or are not listed in the standard price lists. Special colouring according to customer specifications also counts as special production. The buyer shall be liable for ensuring that the rights of third parties are not infringed by the use of drawings, samples and similar aids sent in.

1. Prices are – subject to the respective valid price list handed out to the customer – in principle ex works. Other agreements must be made in writing.
    
2. The delivery period shall commence with the sending of the order confirmation, but not before the provision of any documents, approvals, releases to be procured by the buyer and not before receipt of any agreed down payment.
    
3. The delivery period shall be deemed to have been complied with if readiness for dispatch has been notified or the delivery item has left the works by the time of its expiry.
    
4. The delivery period shall be extended in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as in the event of the occurrence of unforeseen obstacles which are beyond our control, e.g. operational disruptions, delays in the delivery of essential materials, insofar as such obstacles demonstrably have a considerable influence on the delivery of the delivery item. The above shall also apply if the circumstances arise at subcontractors. The delivery period shall be extended in accordance with the duration of such measures and obstacles. We shall not be responsible for the aforementioned circumstances even if they occur during an already existing delay. In important cases, we shall inform the buyer as soon as possible of the beginning and end of such impediments.
    
5. Partial deliveries are permissible within the delivery periods specified by us, provided that this does not result in any disadvantages for use.
    
6. The scope of delivery is determined by our written order confirmation.
    
7. We reserve the right to make changes to the design or form due to improvements in technology or to requirements of the legislator during the delivery period, provided that the delivery item is not significantly changed and the changes are reasonable for the buyer.
    
8. We shall be exclusively responsible for determining the shipping route and means as well as the forwarding agent or carrier.
    
9. The goods shall be delivered behind the first locked door on the ground floor. Special services will be charged separately.

Packaging shall become the property of the buyer and shall be invoiced by us. Postage and packaging charges shall be invoiced separately. The choice of the mode of dispatch shall be made at our best discretion.

1. The buyer is under an obligation to accept the delivery item. The buyer has the obligation to inspect the delivery item at the place of delivery within fourteen days after receipt of the notification of readiness or other notification of completion. The buyer shall be obliged to accept the delivery item within the same period, unless they are temporarily prevented from accepting the delivery item through no fault of their own. The obligation to inspect and give notice of defects in accordance with § 377 of the German Commercial Code (HGB) remains unaffected by this.
    
2. If the buyer is in arrears with the acceptance of the object of purchase for more than fourteen days from receipt of the notification of availability due to intent or gross negligence, we shall be entitled to withdraw from the contract after setting a grace period of a further fourteen days. The setting of a grace period shall not be required if the buyer seriously or conclusively refuses acceptance or is obviously unable to pay the purchase price even within this period.
    
3. The risk shall pass to the buyer, even in the case of carriage paid delivery or free delivery, as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of dispatch. If the buyer declares that they will not accept the delivery item or is otherwise in default of acceptance, the risk of accidental loss or accidental deterioration of the delivery item shall pass to the buyer at the time of refusal or default of acceptance.

We assume liability for defects in the delivery items in the following manner: A warranty of 6 months is granted to merchants, a legal entity under public law or a special fund under public law, unless a different warranty has been agreed in an individual contract. The warranty period vis-à-vis consumers is 1 year for used goods and 2 years for new goods. The warranty claims are initially limited to the right to subsequent performance. In the event that the subsequent performance fails, the customer reserves the right to reduce the purchase price or to withdraw from the contract. Recourse of the buyer (customer) against the supplier (us) according to § 478 BGB (recourse of the entrepreneur) shall only exist insofar as the buyer (customer) has not entered into any agreements with his customer exceeding the statutory claims for defects. Any liability on our part for assembly or repair work is excluded if installation companies purchase the goods independently from us and are therefore not vicarious agents within the meaning of § 434 para. 2 of the German Civil Code (BGB).

1. We shall retain title to the goods until receipt of all payments under the purchase contract. The buyer shall inform the seller immediately in writing of all access by third parties, in particular of compulsory execution measures and other impairments to their property. The buyer shall compensate the seller for all damages and costs arising from a breach of this obligation and from necessary intervention measures against access by third parties. Should the buyer be in breach of contract, in particular if the buyer does not meet their payment obligation despite a reminder from the seller, the seller may withdraw from the contract after setting a reasonable deadline in advance and demand the return of the goods still in their ownership. The costs of transport incurred in this connection shall be borne by the buyer. The seizure of the goods by the seller always constitutes a withdrawal from the contract. The seller is authorised to dispose of the goods after they have been retained by the seller. The proceeds of realisation shall be credited against the buyer's liabilities - less reasonable realisation costs.
2. In the case of use vis-à-vis merchants, a legal entity under public law or a special fund under public law, the following shall also apply:
   a. The buyer is entitled to resell the delivery items in the ordinary course of business; however, he already now assigns to us all claims in the amount of the purchase price agreed between us and the buyer (including value added tax) which accrue to the buyer from the resale, irrespective of whether the delivery items are resold without or after processing. The buyer is authorised to collect these claims after their assignment. Our right to collect the claims ourselves shall remain unaffected; however, we undertake not to collect the claims as long as the buyer duly meets his payment obligations and is not in default of payment. If this is the case, however, we may demand that the buyer discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
   b. The processing or transformation of the goods by the buyer shall always be carried out on our behalf. If the delivery items are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing.
   c. If the delivery items are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other mixed items. The buyer shall hold the co-ownership in safe custody for us.
   d. The buyer may neither pledge the delivery items nor assign them as security. In the event of seizure or confiscation or other dispositions by third parties, the buyer must notify us immediately and provide us with all information and documents required to protect our rights. Enforcement officers or a third party must be informed of our ownership.
   e. We undertake to release the securities to which we are entitled at the request of the buyer insofar as their value exceeds the claims to be secured, insofar as these have not yet been settled, by more than 20%.

Claims for damages based on a negligent breach of duty by the user or a legal representative or vicarious agent are excluded, unless they result in injury to life, limb or health, or the damage was caused intentionally or by gross negligence.

1. We are entitled to invoice partial deliveries. The purchase price and the charges for ancillary services are due for payment upon handover of the delivery item.
    
2. Cheques and bills of exchange shall only be deemed to be payment after they have been honoured. The acceptance of bills of exchange always requires a prior written agreement with us. When bills of exchange are accepted, the bank discount and collection charges shall be charged. They are to be paid immediately in cash.
    
3. If the buyer is a merchant, a legal person under public law or a special fund under public law, the withholding of payments due to any claims of the buyer not recognised by us or legally established claims is not permitted, nor is the offsetting against such claims.
    
4. We are entitled to assign our claims against the buyer or third parties.
    
5. In the event of default in payment, we are entitled to demand securities for the outstanding payments and to insist on advance payment for payments not yet due. We undertake to release the securities to which we are entitled at the request of the buyer insofar as their value exceeds the claims to be secured by more than 20%.

We shall be entitled to withdraw from the contract if an application for insolvency has been filed against the buyer's assets, if insolvency proceedings have been opened or if the opening of such proceedings has been rejected for lack of assets. Upon receipt of the declaration of withdrawal, all claims for remuneration on our part shall become due immediately. Further claims on our part shall remain unaffected by this.

1. Transfers of rights and obligations of the buyer from the contract concluded with us require our written consent to become effective.
    
2. Should any provision be or become void, the validity of the other provisions shall not be affected thereby.
    
3. We would like to point out that all customer data is recorded in our company and stored on EDP media.