GENERAL TERMS AND CONDITIONS

§ 1 Scope of validity
(1) The following General Terms and Conditions (GTC) govern solely the contractual rela-tionship between us (Samhammer AG) and entrepreneurs who purchase goods from us. These terms and conditions shall also govern all future transactions with the buyer and shall also apply for future deliveries and other services. Conditions that oppose or differ from our terms and conditions are not accepted by us.
(2) We deliver exclusively to merchants (§ 14 BGB), governmental entities or special gov-ernmental estates. Deliveries to private consumers are generally not performed.

§ 2 Conclusion of contract
(1) The offers on the internet represent a non-binding invitation to you to purchase goods. They do not include an offer to conclude a contract.
(2) With your offer you constitute an offer within the meaning of § 145 BGB. We are enti-tled to accept the offer within two weeks.
(3) With the immediate submission of confirmation of receipt by e-mail the offer will also simultaneously be deemed accepted and the sales contract concluded.

§ 3 Information: Storage of the contractual text
The contract with the item details (e.g. kind of the product, price etc.) will be stored by us. You have no access to this information over the Internet. The GTC we send to you too, you can call the GTC at any time in addition, over our web page. If you like to secure the product de-scription on our shop side for own purposes you can make a screenshot (= screen photog-raphy) or alternatively print out the whole side at the time of the order.

§ 4 Prices, payment
(1) Prices are CPT (carriage paid to - INCOTERMS 2010) except as otherwise expressly agreed upon.
(2) The purchase price is due and payable net within 21 days from the date of the invoice. The buyer is in default of payment with receipt of the first reminder or without notice 21 days after the due date and receipt of an invoice pursuant to § 286 para. 3 BGB. In the event of default, we shall be entitled - subject to the proof of a further default interest - interest pursuant to § 288 BGB.

§ 5 Offset, retainer
The purchaser shall be entitled to offset only insofar as the purchaser's counterclaim is acknowledged, undisputed or assessed in a legally binding judgement. The purchaser is enti-tled to claim retainer rights only to the extent such rights are based on the same transaction.

§ 6 Delivery
(1) Delivery is conditioned upon timely and proper performance of all duties of the pur-chaser. Defenses based on non-performance of the contract are reserved.
(2) In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional ex-penses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to co-operate.

§ 7 Passing of risk, shipment
If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.

§ 8 Retention of title
(1) We retain title to the goods until receipt of all payments in full. In case of breach of con-tract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
(2) The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
(3) As long as the purchase price has not been completely paid, the purchaser shall imme-diately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
(4) The purchaser may resell goods subject to the above retention of tide only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
(5) Insofar as the above securities exceed the secured claim by more than 10 %, we are obligated, upon our election, to release such securities upon the purchaser's request.

§ 9 Warranty
(1) Precondition for any warranty claim of the purchaser is the purchaser's full compliance with all requirements regarding inspection and objection established by § 377 HGB.
(2) Warranty claims shall be time-barred after 12 months of the passage of risk.
(3) In case of non-conformity of the goods the purchaser is entitled to alternative perfor-mance in the form of remedy of the defect or delivery of conforming goods. If such al-ternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.

§ 10 Force majeure
(1) "Event of Force Majeure" means, in relation to either party, an event or circumstance beyond the reasonable control of that party, for example without limitation, strikes, lock outs and other industrial disputes, wars or embargoes on imports.
(2) The parties to the contract of sale shall not be deemed to be in breach of the contract of sale or otherwise liable to the other party for any delay in performance or any non-performance of any obligations under the contract (and the time for performance shall be extended accordingly) if and to the extent that the delay or non-performance is due to an Event of Force Majeure.

§ 11 Liability
(1) In case of intent or gross negligence on our part or by our agents or assistants in per-formance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of con-tract is unintentionally our liability for damages shall be limited to the typically predicta-ble damage.
(2) Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
(3) Any liability not expressly provided for above shall be disclaimed.

§ 12 Applicable law, jurisdiction
(1) This contract shall be governed by the laws of the Federal Republic of Germany (ex-cluding the Convention on Contracts for the International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be head office of the seller.