General Terms and Conditions and Customer Information of Sinus GmbH

1.  Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all business relationships between Sinus GmbH, Heinrich-Hertz-Straße 8–10, 22941 Bargteheide ("Sinus" or "we"/"us") and our customers ("Buyer"/"you"). The GTC apply only if you are a business (“Unternehmer” - § 14 German Civil Code), a legal entity under public law, or a special fund under public law.

1.2 These GTC particularly apply to contracts for the sale and/or delivery of movable goods ("Goods"). Unless otherwise agreed, the GTC in the version valid at the time of the Buyer’s order or, in any case, the last version communicated to you in text form shall also apply as a framework agreement for similar future contracts between you and us, without us having to refer to them again in each individual case.

1.3 Our GTC apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This applies, for example, even if you refer to your own terms and conditions when placing an order and we do not expressly object to them.

1.4 Legally relevant declarations and notifications regarding the contract (e.g., setting deadlines, notice of defects, withdrawal or reduction) must be made in writing. For the purposes of these GTC, "written form" includes both written (“Schriftform”) and text form (e.g., letter, email, fax – “Textform”). Statutory formal requirements and further proof, especially in cases of doubt about the legitimacy of the declarant, remain unaffected.

2.  Conclusion of Contract

2.1 Our website is intended solely for informational purposes. The product descriptions, price information, and other technical documentation on our website are non-binding and merely an invitation to contact us. Any inquiries submitted to us via the website regarding the delivery of specific products are merely requests for us to submit an offer.

2.2 At our sole discretion, we may respond to such requests by sending proposals to you in text form (e.g., via email). These proposals — including the provision of catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards or comparable OEM products), other product descriptions, or documents — are non-binding and subject to change.

2.3 Upon receiving the aforementioned proposal, you may place an order in accordance with our proposal — also in text form. You remain bound to your order for 30 business days. The purchase contract is only concluded upon our order confirmation, which may be declared either in text form (e.g., via email) or implicitly by delivering the Goods to you.

3.  Delivery Period and Delay in Delivery

3.1 The expected delivery period is stated in our order confirmation. It is calculated from the date of the order confirmation and serves informational purposes only, unless we have expressly agreed otherwise.

3.2 If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the Goods), we will inform you immediately and at the same time provide a new estimated delivery date. If the Goods are still unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; if you have already made a payment, we will refund it immediately. Non-availability of the Goods may occur, for example, if we are not supplied on time by our supplier despite having concluded a congruent supply agreement, or due to other disruptions in the supply chain such as force majeure.

3.3 We are deemed to be in default in accordance with statutory provisions. In any case, a reminder (“Mahnung”) from you is required. If we are in default of delivery, you may claim compensation for your delay-related damages in a lump sum. The lump-sum compensation amounts to 0.5% of the net price (delivery value) of the delayed Goods for each full calendar week of delay, but no more than 5% of the delivery value of the delayed Goods in total. The lump sum will be reduced if we can prove that you suffered no damage or only significantly less damage than the lump sum.

3.4 Your rights under Section 8 of these GTC and our statutory rights, particularly in cases where our obligation to perform is excluded (e.g., due to impossibility - “Unmöglichkeit” or unreasonableness – “Unzumutbarkeit” – of performance and/or subsequent performance – “Nacherfüllung”), remain unaffected.

4.  Delivery, Transfer of Risk, Default of Acceptance

4.1 We deliver the Goods from our warehouse, which is also the place of performance (“Erfüllungsort”) for the delivery and any subsequent performance. If you wish, we will ship the Goods to another destination at your expense (sale by dispatch – “Versendungskauf”). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the transport company, shipping route, packaging) at our discretion.

4.2 The risk of accidental loss and accidental deterioration of the Goods passes to you at the latest upon handover. In the case of a sale by dispatch, however, the risk of accidental loss and accidental deterioration of the Goods, as well as the risk of delay, passes to you as soon as the Goods are handed over to the carrier, freight forwarder, or other person designated to carry out the shipment.

4.3 If you fail to accept the Goods at the agreed time (default of acceptance – “Annahmeverzug”), neglect a required act of cooperation, or cause a delay in our delivery for other reasons attributable to you, we are entitled to claim compensation for the resulting damages, including additional expenses (e.g., storage costs). For this, we charge a flat-rate compensation of EUR 50 per calendar day, starting from the delivery date or — if no delivery date was agreed — from the notification of readiness for shipment.

4.4 Proof of higher damages and our statutory claims (especially reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the flat-rate compensation will be offset against any further monetary claims. You are entitled to prove that we have suffered no damage or only significantly less damage than the above-mentioned flat rate.

5.  Prices and Payment Terms

5.1 Unless otherwise agreed in individual cases, our current prices at the time of contract conclusion shall apply, ex warehouse, plus statutory value-added tax.

5.2 The purchase price is due and payable by you within 14 days from the date of invoicing and delivery or acceptance of the Goods. However, we are entitled — also within the scope of an ongoing business relationship — to make a delivery wholly or partially dependent on your advance payment. We will declare such reservation of delivery against advance payment at the latest in the order confirmation.

5.3 If you fail to make payment within the above-mentioned payment period, you will be in default. During the default period, the invoice amount shall bear interest at a rate of 9 percentage points per annum above the applicable base interest rate. We reserve the right to claim further damages caused by the delay.

5.4 You are entitled to rights of set-off or rights of retention only to the extent that your claim has been finally adjudicated or is undisputed.

5.5 If, after conclusion of the contract, it becomes apparent (e.g., through an application to open insolvency proceedings) that our claim to the purchase price is jeopardized due to your 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 German Civil Code).

6.  Retention of Title (“Eigentumsvorbehalt”)

6.1 We retain title to the Goods sold until full payment has been made for all our current and future claims arising from the purchase contract and an ongoing business relationship (Secured Claims).

6.2 Until full payment of the Secured Claims has been made, you may not pledge the Goods subject to retention of title to third parties or assign them as security. You must notify us immediately in writing if you or a third party files for insolvency proceedings against you or if third parties (e.g., through seizures) access Goods that belong to us.

6.3 If you fail to meet your contractual obligations, particularly by not paying due purchase prices, we are entitled — after the unsuccessful expiry of a reasonable deadline set by us — to withdraw from the contract and/or demand the return of the Goods based on the retention of title, in accordance with statutory provisions. The demand for return does not automatically constitute a declaration of withdrawal; we are entitled to merely demand the return of the Goods and reserve the right to withdraw from the contract.

6.4 You may, until revoked in accordance with letter (c) below, resell and/or process the Goods subject to retention of title in the ordinary course of business. In this case, the following provisions also apply:

(a) The retention of title extends to products resulting from the processing, mixing, or combining of our Goods at their full value, with us considered the manufacturer. If third-party ownership rights remain in effect during processing, mixing, or combining with their goods, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same applies to the resulting product as to the Goods delivered under retention of title.

(b) You hereby assign to us all claims against third parties arising from the resale of the Goods or the resulting products, either in full or in the amount of our co-ownership share as per the above paragraph, as security. We accept the assignment. Your obligations under paragraph 2 also apply to the assigned claims.

(c) You remain authorized to collect the claims alongside us. We undertake not to collect the claims as long as you meet your payment obligations to us, your financial capacity is not impaired, and we do not assert the retention of title by exercising a right under clause 6.3. If this is the case, we may require you to disclose the assigned claims and their debtors, provide all necessary information for collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment. In this case, we are also entitled to revoke your authorization to resell and process the Goods subject to retention of title.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice upon your request.

7.  Warranty

7.1 In the case of material and legal defects (“Sach- und Rechtsmängel”) — particularly incorrect or incomplete deliveries, or improper assembly/installation instructions — the statutory provisions shall apply unless otherwise specified below. Your rights under separately issued guarantees, especially those provided by the manufacturer, remain unaffected in all cases.

7.2 We are generally not liable for defects (“Mängel”) that you were aware of at the time of contract conclusion or failed to notice due to gross negligence (§ 442 BGB). Furthermore, your warranty claims require that you have fulfilled your statutory duties of inspection and notification (“Untersuchungs- und Rügepflicht” - §§ 377, 381 HGB). In any case, you must appropriately inspect building materials and other Goods intended for installation or further processing immediately before use.

7.3 If a defect becomes apparent during delivery, inspection, or at any later point, you must notify us in writing without delay. Obvious defects must be reported within two [2] working days of delivery. For defects identifiable during inspection, the same deadline applies from the end of the inspection; for defects not identifiable during inspection, the deadline applies from the time of discovery. If you fail to properly inspect and/or report defects, our liability for the defect not reported, not reported in time, or not properly reported is excluded under statutory provisions. For Goods intended for installation, attachment, or incorporation, this also applies if the defect only becomes apparent after such processing due to a breach of these obligations; in such cases, you are not entitled to reimbursement for removal and reinstallation costs.

7.4 If the delivered item is defective, we may choose to provide subsequent performance either by repair or by delivering a defect-free item (replacement). If the type of subsequent performance we choose is unreasonable for you in a specific case, you may reject it. Our right to refuse subsequent performance under statutory conditions remains unaffected.

7.5 We may make the owed subsequent performance conditional upon your payment of the due purchase price. However, you are entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.

7.6 You are obliged to give us the time and opportunity necessary for the required subsequent performance, particularly by handing over the defective Goods for inspection. In the case of a replacement delivery, you must return the defective item to us in accordance with statutory provisions if we request it; however, you cannot demand that we take back the defective item. Subsequent performance does not include removal, detachment, or deinstallation of the defective item, nor installation, attachment, or incorporation of a defect-free item, unless we were originally obligated to perform these services.

7.7 In urgent cases, such as when operational safety is at risk or to prevent disproportionate damage, you may remedy the defect yourself and demand reimbursement from us for the objectively necessary expenses incurred. You must notify us of such self-remedy immediately, preferably in advance. We will not bear the costs of self-remedy if we are entitled to refuse the corresponding subsequent performance under statutory provisions.

7.8 If a reasonable deadline set by you for subsequent performance has expired unsuccessfully or is dispensable under statutory provisions, you may withdraw from the purchase contract or reduce the purchase price in accordance with the law. However, there is no right of withdrawal in the case of an insignificant defect.

8.  Liability

8.1 Unless otherwise provided in these General Terms and Conditions, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory regulations.

8.2 Our liability is limited to compensation for direct damages. We are not liable for consequential damages (“Folgeschäden”) such as loss of profit, loss of business opportunities, damage to reputation, or other indirect damages.

8.3 The above limitation of liability does not apply if we acted with intent or gross negligence, or where mandatory statutory liability provisions apply. It also does not apply if we have fraudulently concealed a defect or have provided a guarantee for the condition of the Goods.

8.4 In cases of simple negligence, and subject to statutory limitations of liability (e.g., due care in one’s own affairs; minor breaches of duty), we are only liable for damages resulting from injury to life, body, or health. In such cases, our liability is limited to compensation for foreseeable, typically occurring damages.

8.5 The liability limitations under clause 8.2 also apply to third parties and to breaches of duty by persons whose fault we are legally responsible for. These limitations also apply to the personal liability of such persons.

9.  Statute of Limitation

9.1 Deviating from § 438 (1) No. 3 of the German Civil Code (BGB), the general statute of limitation period for claims based on material and legal defects is one year from delivery.

9.2 This one-year period under sales law also applies to your contractual and non-contractual claims for damages that are based on a defect in the Goods. This does not apply if the application of the regular statutory limitation period (§§ 195, 199 BGB) results in a shorter limitation period in an individual case. It also does not apply to your claims for damages under clauses 8.3 and 8.4, which are subject to the statutory limitation periods.

10. Governing Law, Jurisdiction and Interpretation

10.1 These General Terms and Conditions and the contractual relationship between us and the buyer shall be governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 The place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be our registered office in Bargteheide. However, we are also entitled in all cases to bring an action at the buyer’s general place of jurisdiction. Statutory provisions regarding exclusive jurisdiction remain unaffected.

10.3 These GTC are made in English while governed by German law. It is therefore understood that all terms shall be interpreted in accordance with German law and that all terms accompanied by German legal terms shall have the meaning of those German legal terms whenever the English term is used in these GTC.