General Terms and Conditions of Sale

of
MTRIX GmbH
Stadtkoppel 23a
21337 Lüneburg, Germany

§ 1 General – Scope

(1) Our General Terms and Conditions of Sale ("Terms and Conditions") apply to all business relationships with our customers. Unless otherwise agreed, the Terms and Conditions in effect at the time of the customer's order or the last text form communicated to them shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

(2) The Terms and Conditions apply exclusively; any opposing, supplementary, or differing general terms and conditions of the customer will not become part of the contract unless we have expressly agreed to their applicability in at least text form. This consent requirement applies in any case, especially if we are aware of the customer's general terms and conditions and unconditionally execute a performance for the customer or accept a performance from the customer. This also applies if the customer refers to their general terms and conditions during the conclusion of the contract and we do not explicitly object to this.

(3) Our Terms and Conditions only apply to businesses (§ 14 BGB), legal entities under public law, or special funds under public law within the meaning of § 310 para. 1 BGB.

(4) Individual agreements with the customer take precedence over these Terms and Conditions (§ 305b BGB). For the content of such agreements, a written contract or our written confirmation is decisive, subject to proof to the contrary.

(5) Legally significant declarations and notifications by the customer regarding the contract (e.g., setting deadlines, reporting defects, withdrawal or reduction) must be made in writing. Oral side agreements have not been made. Amendments, additions, and the termination of this contract or its components also require at least written form. This also applies to a change of this clause itself. Written form in terms of these Terms and Conditions includes, unless otherwise agreed, writing and text form (e.g., letter, email, fax). Statutory form requirements and further evidence, especially in case of doubts about the legitimacy of the declarant, remain unaffected.

(6) References to the applicability of statutory provisions are for clarification purposes only. Therefore, the statutory provisions apply even without such clarification, unless they are directly modified or expressly excluded in these Terms and Conditions.

§ 2 Conclusion of Contract

(1) Our offers are non-binding and subject to change. This also applies if we have provided the customer with catalogs, technical documentation, other product descriptions, or documents – including in electronic form – to which we retain ownership and copyright. By sending an order, the customer makes a binding offer as per § 145 BGB.

(2) A contract is concluded with us if we accept the customer's offer within 5 days at least in text form or send the ordered goods. The time of receipt of the acceptance declaration or the goods by the customer is decisive.

§ 3 Prices – Payment Terms – Advance Payment

(1) Unless otherwise stated in the order confirmation, our prices apply ex-works plus packaging and shipping; these costs will be invoiced separately.

(2) Statutory value-added tax is not included in our prices; it will be separately itemized in the invoice at the statutory rate on the day of invoicing.

(3) Deduction of discounts requires a separate agreement in at least text form.

(4) Unless otherwise agreed, our prices are due immediately and payable within 10 days of the invoice date without any deductions. However, we are entitled, even in the context of an ongoing business relationship, to perform a delivery in whole or in part only against advance payment. We declare such a reservation at the latest with the order confirmation. For payments by credit card and PayPal, we hereby declare the advance payment reservation. The customer is in default upon expiration of the above or separately agreed payment period. During the default period, the outstanding amount bears interest at a rate of 9% above the respective base rate of the European Central Bank. We reserve the right to claim further damages for default. Our claim to the commercial maturity interest (§ 353 HGB) against merchants remains unaffected. Any credits will always be issued after deducting any discounts and other rebates granted on the invoice amount.

(5) The customer has rights of set-off or retention only insofar as their claim has been legally established or is undisputed. In the event of defects in delivery, the buyer's counter-rights remain unaffected, especially according to these Terms and Conditions.

(6) If it becomes apparent after conclusion of the contract (e.g., through an application for the opening of insolvency proceedings) that our claim to the price is endangered by the customer's lack of ability to perform, we are entitled under statutory provisions to refuse performance and – if applicable, after setting a deadline – to withdraw from the contract (§ 321 BGB). The statutory provisions on the dispensability of setting a deadline remain unaffected.

§ 4 Delivery, Place of Performance, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery is made ex-works unless otherwise agreed, where the place of performance for the delivery and any subsequent performance is also located. At the customer's request and expense, the goods will be sent to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (especially transport company, shipping route, packaging).

(2) If the customer is in default of acceptance, culpably fails to cooperate, or our delivery is delayed for other reasons for which the customer is responsible, we are entitled to claim compensation for the resulting damage, including any additional expenses (e.g., storage costs). Further claims remain reserved.

(3) The risk of accidental loss and accidental deterioration of the goods passes to the customer at the latest upon handover. In the case of a shipment purchase, however, the risk of accidental loss and accidental deterioration of the goods and the risk of delay passes as soon as the goods are delivered to the carrier, freight forwarder, or the person or institution otherwise designated to carry out the shipment. If acceptance is agreed upon, this is decisive for the transfer of risk. Otherwise, the statutory provisions of the law on contracts for work and services also apply to an agreed acceptance. Handover or acceptance is equivalent if the customer is in default of acceptance.

§ 5 Transport Damage

(1) The customer is obliged to have visible transport damages confirmed by the carrier upon acceptance. The receipt of the damage must be presented to us without delay, at least in text form.

(2) Visible defects that are not confirmed later cannot be recognized and are also not insured. If it is a hidden transport damage or defect, it must be reported immediately to the carrier, at least in text form, and the recourse claims must be registered with the carrier. Please provide us with proof of the registration of the hidden defect immediately.

§ 6 Liability

(1) Claims of the customer for damages – regardless of the legal basis – are excluded. This does not apply to claims for damages by the customer arising from injury to life, body, or health or from the breach of essential contractual obligations (cardinal obligations) and liability for other damages based on an intentional or grossly negligent breach of duty by us, our legal representatives, or agents. Essential contractual obligations are those whose fulfillment is necessary for the proper execution of the contract and on whose compliance the customer regularly relies and may rely. (2) In the event of a breach of essential contractual obligations, the provider is only liable for the foreseeable damage typical for the contract if this was caused by simple negligence unless it concerns claims for damages by the customer arising from injury to life, body, or health. (3) The limitations of paragraphs 1 and 2 also apply in favor of the provider's legal representatives and agents if claims are made directly against them. (4) The limitations of paragraphs 1 and 2 do not apply if the provider fraudulently concealed the defect or has assumed a guarantee for the quality of the item. The same applies if the provider and the customer have reached an agreement on the quality of the item. The provisions of the Product Liability Act remain unaffected.

§ 7 Warranty for Defects

(1) The rights of the customer in the case of material and legal defects (including wrong and short delivery, as well as improper installation or faulty instructions) are governed by the statutory provisions unless otherwise stipulated below. The statutory provisions regarding the sale of consumer goods (§§ 474 ff. BGB) and the buyer's rights from separately issued guarantees, particularly by the manufacturer, remain unaffected.

(2) The basis of our liability for defects is primarily the agreement reached on the quality and the intended use of the goods (including accessories and instructions). All product descriptions and manufacturer's information that are part of the individual contract or were publicly disclosed by us (especially in catalogs or on our Internet pages) at the time of the conclusion of the contract are considered agreements on the quality in this sense. If the quality has not been agreed upon, it is to be judged according to the statutory regulation whether a defect exists or not (§ 434 para. 3 BGB). Public statements of the manufacturer or statements made on its behalf, particularly in advertising or on the label of the goods, take precedence over statements by other third parties.

(3) For goods with digital elements or other digital content, we owe the provision and, if applicable, the update of the digital content only if this explicitly results from an agreement on quality according to para. 2. We assume no liability for public statements of the manufacturer and other third parties in this respect.

(4) We are not liable for defects the customer is aware of at the time of concluding the contract or is grossly negligent in not knowing (§ 442 BGB). The customer's claims for defects are subject to the condition that the customer has fulfilled their statutory inspection and notification obligations (§ 377 HGB). If the customer fails to perform the proper inspection and/or notification of defects, our liability for the non-notified defect is excluded according to the statutory provisions.

(5) If the delivered item is defective, we can initially choose whether we will provide supplementary performance by rectifying the defect (rectification) or by delivering a defect-free item (replacement delivery). The customer can reject the type of supplementary performance chosen by us if it is unreasonable for the customer in the individual case. Our right to refuse supplementary performance under the statutory conditions remains unaffected. We are entitled to make the owed supplementary performance dependent on the customer paying the due purchase price. However, the customer is entitled to retain a part of the purchase price that is reasonable in relation to the defect. We can demand reimbursement of the costs incurred from an unjustified request for the rectification of defects from the customer if the customer knew or could have known that there was no defect.

(6) The customer's claims for reimbursement of expenses according to § 445a para. 1 BGB are excluded unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sent. 2, 327 para. 5, 327u BGB). The customer's claims for damages or reimbursement of futile expenses (§ 284 BGB) also exist in the case of defects only according to these Terms and Conditions.

(7) The limitation period for defect claims is 12 months for new goods, calculated from the transfer of risk. The aforementioned limitation period of the sales law also applies to contractual and extra-contractual claims for damages of the customer based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the customer based on an intentional or grossly negligent breach of duty or the Product Liability Act and claims for damages for injury to life, body, and health are exclusively subject to the statutory limitation periods.

§ 8 Retention of Title

(1) We retain ownership of the sold goods until full payment of all our current and future claims from the contract and an ongoing business relationship (secured claims) is made. In the case of a breach of contract by the customer, particularly in the case of late payment of the due purchase price, we are entitled to withdraw from the contract according to the statutory provisions and/or to demand the return of the goods based on the retention of title. The return of the goods does not constitute withdrawal from the contract. We are entitled to sell the returned goods; the proceeds of the sale are to be credited to the customer's liabilities minus reasonable selling costs.

(2) The customer is obliged to handle the purchased item with care; in particular, they are obliged to adequately insure it against fire, water, and theft damage at their own expense at its new value and to provide us with sufficient proof of the insurance policy at our request without delay, at least in text form. If maintenance and inspection work are required, the customer must carry this out promptly at their own expense.

(3) The goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims. The customer must notify us without delay, at least in text form, if an application for the opening of insolvency proceedings is filed or if third parties (e.g., seizures) gain access to the goods belonging to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a possible lawsuit according to § 771 ZPO, the customer is liable for these costs.

(4) The customer is entitled to resell and/or process the purchased goods in the ordinary course of business until revocation. The retention of title extends to the products resulting from processing, mixing, or combining our goods at their full value, whereby we are considered the manufacturer. If third parties' ownership rights remain in the case of processing, mixing, or combining with goods from third parties, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. The same applies to the resulting product as to the goods delivered under retention of title. The customer already assigns all claims arising from the resale against their buyers or third parties as a whole or in the amount of our possible co-ownership share as security. We accept the assignment. The customer's obligations mentioned in paragraph 3 also apply regarding the assigned claims. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets their payment obligations, is not in default, and, in particular, no application for the opening of insolvency or settlement proceedings has been filed or payment suspension exists. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all the necessary information for collection, hands over the associated documents, and notifies the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the customer's authorization to resell and process the goods subject to retention of title.

(5) We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; we are responsible for selecting the securities to be released.

§ 9 Final Provisions

(1) If the customer is a merchant, a legal entity under public law, or a special fund under public law, or if they have no general place of jurisdiction within the country, the place of jurisdiction for all disputes arising from the contractual relationship is our registered office; however, we are also entitled to take legal action at the customer's general place of jurisdiction. Priority statutory provisions, especially regarding exclusive jurisdictions, remain unaffected.

(2) Only the law of the Federal Republic of Germany applies; the applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) and German conflict of laws is excluded.

(3) Should a provision of the contract be invalid or unenforceable or should the contract contain a gap, the validity of the remaining provisions of the contract shall not be affected. These regulations do not merely involve a reversal of the burden of proof but exclude the application of § 139 BGB. In the case of a gap, the legally valid and enforceable provision that comes closest to the legal and economic objective of the contract is considered agreed.