Section 1 Scope
(1) All deliveries, services, and offers of the seller
are made exclusively on the basis of these general
terms and conditions of delivery. These terms and conditions form an integral part of all contracts that the
seller concludes with its contractual partners (hereinafter also
referred to as "customer") regarding the
deliveries or services offered by the seller. They also apply to all
future deliveries, services, or offers to the
customer, even if they are not separately
agreed upon again.

(2) The customer's or any third party's terms and conditions shall
not apply, even if the seller
does not expressly object to their validity in a specific case. Even if the seller
refers to a letter
containing or referring to the customer's or a third party's
, this shall not constitute acceptance of those
terms and conditions.

Section 2 Offer and Conclusion of Contract
(1) All offers made by the seller are subject to change and
non-binding unless they are expressly
designated as binding or
contain a specific acceptance period. The seller may accept orders or commissions
within 14 days of receipt.

(2) The concluded purchase agreement, including these general terms and conditions of delivery, is the sole basis for the legal relationship between the seller and the customer. It fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Oral promises made by the seller prior to the conclusion of this agreement are legally non-binding, and oral agreements between the contracting parties are superseded by the written agreement, unless it is expressly stated therein that they remain binding.

§ 3 Offsetting/Security
(1) Offsetting against counterclaims of the client
or withholding payments due to such
claims is only permissible insofar as the counterclaims
are undisputed or have been legally established.

(2) The seller is entitled to execute or perform any outstanding deliveries or services only against prepayment or provision of security if , after conclusion of the contract, circumstances become known to him which are likely to significantly impair the creditworthiness of the customer and which jeopardize the payment of the seller's outstanding claims by the customer arising from the respective contractual relationship (including from other individual orders to which the same framework agreement applies) .

§ 4 Delivery and Delivery Time
(1) Deadlines and dates for deliveries and services indicated by the seller
are always only approximate, unless
a fixed deadline and a fixed date
have been expressly promised or agreed.

(2) Without prejudice to its rights in the event of
default by the customer, the seller may request from the customer an
extension of delivery and performance deadlines or a
postponement of delivery and performance dates for the
period during which the customer
fails to comply with its contractual obligations to the seller.

(3) The seller shall not be liable for impossibility of delivery
or for delivery delays insofar as these are caused by force majeure
or other
events unforeseeable at the time of conclusion of the contract (e.g., weather conditions,
operational disruptions of any kind, difficulties in procuring materials or
energy, transport delays, strikes,
lawful lockouts, quarantine, epidemics, shortages of
labor, energy or raw materials, difficulties in
obtaining necessary official permits,
official actions, or the failure, incorrectness
, or lateness of deliveries by suppliers)
for which the seller is not responsible. If
such events significantly impede or render impossible the seller's delivery or performance
and the
impediment is no longer of temporary duration, the
seller shall be entitled to withdraw from the contract. In the case of impediments
of temporary duration, the delivery or performance periods shall be extended
or the delivery or performance dates postponed
by the duration of the impediment plus
a reasonable start-up period.
of the delays, the acceptance of the delivery or service
is unreasonable
withdraw from the contract by giving immediate written notice to the seller.

(4) The seller is only entitled to make partial deliveries if
- the partial delivery is usable for the customer within the scope of the
contractual purpose,
- the delivery of the remaining ordered goods is ensured
and the customer does not
incur any significant additional effort or costs as a result.

(5) If the seller defaults on a delivery or service, or if a delivery or service becomes impossible for him for any reason whatsoever, the seller's liability for damages is limited in accordance with section 7 of these general terms and conditions of delivery

§ 5 Acceptance
The purchased item shall be deemed accepted if
: - the installation is completed and the seller
has notified the customer of this and requested acceptance,
- twelve working days have passed since delivery/installation
or the customer has begun using the purchased item
(e.g., has put the delivered system into operation) and in
this case six working days have passed since delivery/installation
and the customer has failed to accept the item within this
period for any reason other than a
defect reported to the seller that makes the use of the purchased item
impossible or significantly impairs it.

§ 6 Warranty
(1) The warranty period is two years from acceptance in the
case of installation of the system.

(2) In the event of defects in the delivered goods, the
seller shall, at its
discretion, initially
be obligated and entitled to either repair or replace the goods within a reasonable period.
The seller shall not be liable for indirect damages incurred by the
customer as a result of such defective performance
, such as lost profits,
lost sales, and additional costs incurred by the customer.

The success of scaring away birds is expressly not
guaranteed.

In the event of failure, that is, the impossibility,
unreasonableness, refusal or unreasonable
delay of rectification or replacement delivery, the
client may withdraw from the contract or
reduce the purchase price appropriately.

(3) If a defect is due to the fault of the seller,
the customer may, under the conditions specified in § 7,
demand certain damages.

(4) The warranty is void if the customer modifies the delivered item or has it modified by a third party without the seller's consent , and this renders the rectification of defects impossible or unreasonably difficult. In any case, the customer shall bear any additional costs incurred for rectifying defects as a result of the modification.

(5) Any delivery of used goods agreed upon with the customer in a specific case
is made excluding any
warranty for defects.

§ 7 Liability for damages (1) The seller’s liability for damages, regardless of the legal basis, in particular impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this § 7, insofar as fault is a prerequisite in each case

(2) The seller shall not be liable in cases of simple negligence on the part of its officers, legal representatives, employees, or other agents, unless such negligence constitutes a breach of a fundamental contractual obligation. Fundamental contractual obligations include the obligation to deliver and install the goods free from material defects on time, as well as advisory, protective, and custodial obligations intended to enable the customer to use the goods in accordance with the contract or to protect the life or health of the customer's personnel or the customer's property from significant damage.

(3) To the extent that the seller
is liable for damages pursuant to Section 7 (2), such liability is limited to damages
that the seller
foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or that the seller
should have foreseen by exercising due diligence
. Indirect and consequential damages resulting from
defects in the delivered goods are only
recoverable to the extent that such damages
typically to be expected when the delivered goods are used
.

 

(4) In the event of liability for simple negligence,
the seller’s liability for property damage and
resulting further financial losses shall be limited to an amount of
EUR 3 million per claim (corresponding to the current
coverage limit of its product liability insurance or
general liability insurance), even if the
breach involves a fundamental contractual obligation.

(5) The foregoing exclusions and limitations of liability
shall apply to the same extent in favor of the
’s officers, legal representatives, employees and other agents
.

(6) Insofar as the seller provides technical information or advice
and this information or advice is not part of the
contractually agreed scope of services owed by him,
this is done free of charge and without any
liability.

(7) The limitations of this Section 7 shall not apply to the seller’s liability for intentional misconduct, for guaranteed characteristics, for injury to life, body or health or under the Product Liability Act.

§ 8 Retention of Title (1) The goods delivered by the seller to the buyer shall remain the property of the seller until full payment of all secured claims

(2) If third parties seize the goods subject to retention of title, in particular by way of attachment, the buyer shall immediately inform them of the seller's ownership and notify the seller accordingly to enable the seller to enforce its ownership rights. If the third party is unable to reimburse the seller for the resulting legal or extrajudicial costs, the buyer shall be liable to the seller for these costs.

Section 9 Final Provisions
(1) The place of jurisdiction for all disputes arising from the
business relationship between the seller and the
customer shall be, at the seller's option, either Lübeck or
the customer's place of business. For actions against the seller, Lübeck shall be
the exclusive place of jurisdiction.
Mandatory statutory provisions regarding exclusive
places of jurisdiction remain unaffected by this provision.

(2) The relationship between the seller and the
buyer shall be governed exclusively by the laws of the
Federal Republic of Germany. The United
Nations Convention on Contracts for the International Sale of Goods
of 11 April 1980 (CISG) shall not apply.

(3) Insofar as the contract or these general
terms and conditions of delivery contain gaps,
those legally effective provisions shall be deemed agreed to fill these gaps
which the contracting parties would have agreed upon in accordance with the
economic objectives of the contract and the purpose
of these general terms and conditions of delivery if
they had been aware of the gaps.

(As of June 2021)