General Terms and Conditions of MCD-Tools GmbH (hereinafter "MCD")

§ 1 Scope of Application

1. These Terms and Conditions shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 section 1 of the German Civil Code. They shall not apply to contracts with consumers within the meaning of § 13 of the German Civil Code-
2. These Terms and Conditions apply to the sale (hereinafter referred to as A) "Special Rules for Sale") and repair (hereinafter referred to as B) "Special Rules for Repair") of goods by MCD.
3. These Terms and Conditions shall also apply to all future transactions with the customer, insofar as these are legal transactions of the same or a related nature.
4. General terms and conditions of the customer shall only apply if expressly confirmed by MCD.

§ 2 Offer and conclusion of contract

MCD-Tools can accept the customer's offer to conclude a purchase contract or a contract for the performance of a repair within two weeks.

§ 3 Documents made available

The contracting party handing over the order shall retain ownership and copyright of all documents made available in connection with the placing of the order - in whatever form. These documents shall not be made available to third parties without the written consent of the transferring party.

§ 4 Prices and payment

1. MCD's prices are quoted ex MCD-Tools' headquarters, excluding packaging and plus VAT as well as postage and packaging.
2. The invoice amount has to be paid without deductions exclusively to the account stated in the invoice within 30 days after delivery of the purchased goods or handover of the repaired goods.

§ 5 Right of retention

The customer is only entitled to exercise a right of retention if and insofar as their counterclaim is based on the same contractual relationship.

§ 6 Liability provisions / Deadlines

Insofar as liability or warranty provisions are made in these Terms and Conditions that deviate from the statutory provisions, they shall not apply in the case of intent and gross negligence or in the case of injury to life, limb and health or in cases where the law provides for mandatory provisions.
In the case of gross negligence, MCD's liability shall be limited to the foreseeable typical damage.
The same applies to deadlines regulated by these Terms and Conditions in deviation from the law.

§ 7 Other

1. This contract and the entire legal relationship between the parties shall be governed by the
laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
2. Place of performance is Oberursel, place of jurisdiction is Bad Homburg.

Special provisions for

A) Sale

§ 8 Delivery period

1. The delivery period indicated by MCD for the sale of goods is non-binding. It presupposes the timely and proper fulfilment of the customer's obligations.
2. If the customer is in default of acceptance or if they violate duties to cooperate, MCD is entitled to claim the damage incurred in this respect as well as any additional expenses. Upon default of acceptance, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer.
In the event of default of acceptance, MCD is entitled to store the goods to be delivered with a warehouse keeper at the customer's expense.
3. Legal claims and rights of the customer due to delay in delivery by MCD remain unaffected.

§ 9 Transfer of risk at dispatch

If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch. This shall apply irrespective of the place of dispatch and of who bears the freight costs.

§ 10 Retention of title

1. MCD retains ownership of the sold item until full payment of all claims arising from the purchase agreement.
2. As long as ownership has not yet passed to the customer, the customer is obliged to treat the purchased item with care.
3. The customer is entitled to resell goods subject to retention of title in the ordinary course of business. The customer already now assigns to MCD claims against the buyer arising from a resale in the amount of the agreed final invoice amount (including value added tax). The customer remains entitled to collect the claim even after the assignment. The authority of MCD-Tools to collect the claim itself remains unaffected by this.
The foregoing shall apply irrespective of whether the object of sale was resold by the customer without or after processing.

4. The processing or transformation of the object of sale by means of the customer shall always be by the name and on behalf of MCD. The customer's expectant right to the object of sale shall continue in the transformed object.
If the object of sale is processed with other objects not belonging to MCD, MCD shall acquire co-ownership of the new object in the ratio of the objective value of the object of sale to the other processed objects at the time of processing.
5. MCD undertakes to release possible securities at the customer's request insofar as their value exceeds the claims to be secured by more than 20 %.

§ 11 Warranty and Notice of defects as well as Recourse

1. Warranty rights of the customer presuppose that they have fulfilled their obligations to inspect and give notice of defects in accordance with § 377 of the German Commercial Code.
2. Claims for defects expire 12 months after delivery of the goods sold by MCD to the customer.
3. In case the goods sold have a defect which already existed at the time of the transfer of risk, MCD will, subject to timely notification of defects, either repair the goods or deliver replacement goods at MCD's discretion.
4. There shall be no claims for defects in the case of insignificant deviations from the agreed quality, insignificant impairment of usability, natural wear and tear and damage arising after the transfer of risk as a result of incorrect or negligent handling or excessive use not assumed in the framework of the contract.
If the customer carries out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.
5. Claims by the customer for expenses incurred for the purpose of subsequent fulfilment, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by MCD were subsequently taken to a place other than the customer's delivery address, unless this corresponds to the intended use.
6. The customer's right of recourse against MCD exists only to the extent that the customer is liable to a third party within the scope of legally binding claims for defects. Furthermore, clause 5 shall apply accordingly to the scope of the customer's right of recourse against MCD.

§ 12 Goods of other manufacturers

These Terms and Conditions shall also apply when MCD sells goods from other manufacturers. In addition, the delivery conditions of the respective manufacturer shall apply.

B) Repairs

§ 13 Cost estimate

1. At the customer's request, MCD will provide the estimated repair costs based on the customer's details of the fault/damage described.
A binding price quotation requires a cost estimate to be ordered in advance by the customer. This estimate shall be binding for MCD for two weeks. The services rendered for the purpose of preparing the cost estimate shall be invoiced to the customer. This does not take place if the Customer places the repair order with MCD.
The cost estimate may only be exceeded by more than 25 % with the customer's consent.
2. MCD will provide the customer with a non-binding date of fulfilment. In case the scope of work changes or expands compared to the original order and a delay occurs as a result, MCD will announce a new deadline.
3. In case MCD exceeds the deadline stipulated under clause 2 by more than five working days, MCD may provide a replacement tool. Further claims of the customer are then excluded, unless MCD has prevented compliance with the deadline at least by gross negligence.
4. The acceptance of the repaired object/object to be repaired shall take place in the premises of MCD.
5. In the event of default of acceptance, MCD shall be entitled to store the item with a warehouse keeper at the customer's expense.
6. MCD is entitled to a contractor's lien on the repaired item.