General Terms and Conditions for Entrepreneurs

1. General

(1) The following conditions regulate the contractual relationship with our contractual partners as well as our deliveries and other services. Contractual partners are exclusively entrepreneurs, i.e. natural or legal persons or associations of persons with legal capacity who act in the exercise of a commercial or independent professional activity ("customers"). All offers and services provided by DIS-CONNECT GmbH, as well as the use of the website www.dis-connect.de and all subdomains belonging to this domain, are carried out exclusively on the basis of the following General Terms and Conditions.

(2) We hereby expressly object to any deviating terms and conditions of a customer.

(3) These General Terms and Conditions also apply to all future transactions with the customer without the need for a further reference to our General Terms and Conditions.

2. Conclusion of contract

(1) Our offers and prices represent a non-binding invitation to the customer to order goods. The customer's order (offer) is then legally binding for the customer for a period of two weeks from the order.

(2) Our confirmation email about receipt of the customer's order does not constitute a legally binding acceptance of the offer. The purchase contract is only concluded when an order confirmation, our invoice in writing or at the latest when the goods are sent to the customer, whereby the current prices at that time apply and deviations from the price offered may therefore occur. The customer agrees to this by submitting his offer.

(3) The customer is obliged to accept the ordered goods.

3. Prices

(1) The prices of the goods specified are net prices, which do not include VAT and other price components. They also do not include packaging and shipping costs, as well as any insurance and customs duties. These must be paid separately by the customer.

(2) Our invoices are due for payment upon receipt by the customer.

(3) The customer is only entitled to offset counterclaims if these are undisputed or legally binding.

(4) If, after the conclusion of the contract, we become aware of circumstances that are likely to give rise to justified doubts about the customer's creditworthiness (non-payment of a check or bill of exchange, individual enforcement proceedings, filing for insolvency), we are entitled to demand from the customer, at his discretion, payment of the remuneration or the provision of security in the amount of the remuneration to be paid by the customer in return for our performance. If the customer is unable to provide security within 14 days of receiving a corresponding request, we are entitled to withdraw from the contract. Otherwise, we are only obliged to provide further services in return for payment of the remuneration or the provision of security in the amount of the remuneration to be paid by the customer.

4. Delivery times and shipping costs, external obstacles to performance, partial deliveries

(1) Deliveries are made ex works (EXW Incoterms 2020) from Im Ochsenstall 30a in 76689 Karlsdorf-Neuthard. We determine the method of shipping at our reasonable discretion. The customer bears the transport costs; the risk of accidental damage or accidental loss of the goods passes to the customer when they are made available at the agreed or usual time.

(2) Unless otherwise agreed in individual cases, delivery will take place within 10 working days of order confirmation. The prerequisite for compliance with an agreed delivery time is the timely fulfillment of the contractual obligations assumed by the customer, in particular the performance of the agreed payment and, if applicable, the provision of agreed securities.

(3) If the delivery dates specified in each case are not met, we will be granted a reasonable grace period before the customer can declare withdrawal from the contract and/or claim damages.

(4) We are not liable for delivery delays due to force majeure. In addition, the conclusion of the contract and delivery are subject to the correct and timely delivery to us.

(5) We are entitled to provide partial deliveries or partial services, insofar as this is reasonable for the customer at our reasonable discretion.

5. Warranty

(1) We provide a warranty in accordance with the statutory provisions, unless otherwise provided below.

(2) The customer must immediately inspect the goods and services we provide for contract identity, freedom from defects and completeness and, if deviations or defects are found, notify us immediately. If the customer fails to notify us, our goods or services are deemed to have been approved, unless the defect was not apparent during the inspection. If such a defect becomes apparent later, the customer must notify us immediately after discovery; otherwise our goods or services are deemed to have been approved with regard to this defect. If our goods or services are deemed to have been approved, the customer is also excluded from recourse claims under Sections 437 ff., 478 BGB.

(3) We can refuse the type of subsequent performance chosen by the customer, without prejudice to Section 275 Paragraphs 2 and 3 BGB, if it is only possible at disproportionate costs. In this case, the customer's claim for subsequent performance is limited to the other type of subsequent performance; our right to refuse this if it is only possible at disproportionate costs remains unaffected.

(4) Insignificant defects do not entitle the customer to withdraw from the contract under any circumstances.

(5) If we determine that a defect in the item delivered by us, as claimed by the customer, is based on the faultiness of an item delivered by one of our suppliers, we will inform the customer of this in writing and assign our warranty and recourse claims against the supplier to the customer. In this case, the customer can only assert warranty and recourse claims against us if he has previously asserted warranty or recourse claims against our supplier without success.

(6) If we determine that a defect claimed by the customer does not actually exist or that the delivery item has been modified in a way not approved by us and the damage has occurred as a result or that the damage is due to improper handling or wear, the customer is obliged to reimburse us for the costs of attempting to remedy the defect, in particular costs for working time and materials as well as travel costs. We charge € 90.00 per man-hour plus VAT at the applicable statutory rate. We reserve the right to assert higher costs. The customer has the right to prove that we have suffered no or less damage.

(7) The warranty period, unless otherwise agreed in writing, is 12 months.

6. Damages - withdrawal

(1) If we breach an obligation arising from the contractual relationship or do not provide the service due or do not provide it as owed, the customer can demand compensation for the resulting damage in compliance with the statutory provisions.

(2) The customer cannot withdraw from the contract if our breach of duty is insignificant.

(3) Irrespective of the statutory provisions, we are entitled to withdraw from the contract if

• a) the customer acts in breach of contract and the breach of duty is significant,
• b) the customer has made false statements about his creditworthiness or
• c) the service owed by us is not available. In this case, we undertake to inform the customer immediately of the unavailability and to reimburse the customer's consideration immediately.

7. Liability

The following exclusions and limitations of liability apply to our liability for damages, without prejudice to the other statutory requirements for claims.

(1) We are liable if we are guilty of intent or gross negligence. We are only liable for simple negligence if we breach an obligation whose fulfilment enables the proper execution of the contract in the first place and on whose compliance the customer can regularly rely (so-called cardinal obligation). In all other respects, liability for damages of all kinds, regardless of the basis of the claim, including liability for fault at the time of conclusion of the contract, is excluded.

(2) If we are liable for simple negligence in accordance with paragraph 1, our liability is limited to the damage that we could typically have expected to occur based on the circumstances known at the time of conclusion of the contract.

(3) The above exclusions and limitations of liability do not apply if we have given a guarantee for the quality of the goods, nor for damage that must be compensated under the Product Liability Act, nor for damage to life, body or health.

(4) The above exclusions and limitations of liability also apply to our employees, vicarious agents and other third parties whom we employ to fulfill the contract.

8. Order cancellation

We decide at our own discretion on a customer's request to cancel their order, unless there is a legal claim to do so. A credit note can only be issued if the goods are in perfect, unused and in their original packaging when returned, any deadlines have been met and the return is free of charge to DIS-CONNECT.

9. Payment

Payment is only possible in advance (the customer is obliged to pay the purchase price immediately after conclusion of the contract by bank transfer and to present the payment advice upon request from DIS-CONNECT). The customer will receive an email from DIS-CONNECT with the exact invoice details.

10. Retention of title

(1) We retain title to the goods delivered by us until all claims against the customer arising from the business relationship have been settled.

(2) In the event of seizures, other interventions by third parties or changes of ownership of the purchased item, the customer will notify us immediately in writing. Enforcement officers or third parties must be informed of our ownership.

(3) If the third party is unable to reimburse us for the legal and extrajudicial costs of enforcing the lifting of the seizure and the replacement of the purchased item, the customer is liable for the loss incurred by us.

(4) If the customer is authorized in individual cases to resell the goods purchased from us in the ordinary course of business, he hereby assigns to us all claims arising from the resale against his customers or third parties in the amount of the final invoice amount of our outstanding claims including sales tax. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims as long as the customer meets his payment obligations to us from the proceeds received, in particular is not in default of payment and no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we can demand that the customer inform us of the assigned claims and their debtors, provide all information required for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.

(5) The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the purchased item to the other processed items at the time of processing.

(6) If the purchased item is inseparably mixed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the purchased item to the other mixed items. The customer holds the joint ownership for us.

(7) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 50%. The selection of the securities to be released is our responsibility.

11. Foreign transactions

(1) The customer undertakes to observe the national and international foreign trade regulations to which the products are subject or will be subject if they are resold by the customer.

(2) Before reselling the products, the customer must ensure that he is aware of all the resulting foreign trade law consequences for DIS-CONNECT GmbH. If foreign trade law consequences for DIS-CONNECT GmbH cannot be ruled out, the customer must inform DIS-CONNECT GmbH immediately about the planned resale and its possible consequences.

12. Data protection

(1) We collect and store your data necessary for business transactions. When processing your personal data, we comply with the statutory provisions. Further details can be found in the data protection declaration available on our website.

(2) You can receive information about the data stored about you on request at any time.

13. Copyright

All third-party logos, images and graphics shown are the property of the respective companies and are subject to the copyright of the respective licensors. All photos, logos, texts, reports, instructions and videos shown on the DIS-CONNECT website, which are DIS-CONNECT GmbH's own developments or have been prepared by DIS-CONNECT GmbH, may not be copied or used in any other way without our consent. All rights are reserved.

14. Confidentiality

(1) The contracting parties undertake to keep all trade secrets obtained within the framework of the contractual relationship confidential.

15. Place of jurisdiction and choice of law

(1) The place of jurisdiction is Karlsruhe.

(2) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

16. Miscellaneous - Severability Clause

(1) No oral ancillary agreements have been made.

(2) Should a provision of the contract, a provision included in it in the future or a provision of these terms and conditions be wholly or partially invalid or unenforceable or should later lose its validity or enforceability or a gap emerge, this shall not affect the validity of the remaining provisions. In this case, the contracting parties agree that the statutory provisions shall apply instead of the invalid and unenforceable provision or to fill the gap.

Status: September 9, 2022