General Terms and Conditions

TERMS OF SALE AND PAYMENT

I. Validity, contractual basis

1. These Terms and Conditions of Sale and Payment apply to entrepreneurs.
In relation to consumers, these General Terms and Conditions of Sale and Payment apply with the following restrictions and only insofar as they do not conflict with the mandatory provisions of Sections 305 et seq. of the German Civil Code (BGB). BGB (German Civil Code).

2 Any terms and conditions of purchase of the customer that deviate from LayerByLayer's terms and conditions shall be excluded; LayerByLayer shall only be bound by them, even if reference is made to them in the order, if LayerByLayer has expressly confirmed them in writing. If the validity of the customer's terms and conditions of purchase is agreed in individual cases, LayerByLayer's terms and conditions shall also apply insofar as they relate to items not regulated therein.

3. all deliveries and services shall be provided on the basis of LayerByLayer's offer and/or LayerByLayer's written order confirmation referring to this offer or confirming the customer's order.

4 All agreements made upon conclusion and in the course of the contract must be confirmed in writing by LayerByLayer in order to be valid.

5 In the absence of an express declaration to the contrary, all LayerByLayer offers are subject to change.

II Dimensions and properties

     In the absence of any express indication to the contrary, all delivery and/or service specifications belonging to an offer from LayerByLayer - descriptions of properties and quality as well as dimensional and weight specifications - are only approximate and only authoritative within the tolerances customary in the industry.

III Prices and terms of payment

1. the agreed prices shall apply plus the applicable value added tax, otherwise ex LayerByLayer's distribution warehouse and excluding cartage and storage charges, transport insurance and other shipping costs, unless expressly agreed otherwise; the goods shall only be insured against transportation risks in the event of a separate agreement and only at the customer's expense. 

Payment and transfer costs shall be borne exclusively by the customer.

2. bills of exchange and checks shall only be accepted by LayerByLayer on the basis of a special agreement and only free of charge and on account of payment subject to discountability with value date on the day on which LayerByLayer can dispose of their equivalent value.

3. if the customer is in default of payment, LayerByLayer shall charge interest at the interest rate of its own bank liabilities, subject to the assertion of further claims for damages, but at least 8 percentage points above the base interest rate of the European Central Bank; in the case of consumers, the default interest rate shall be 5 percentage points above the base interest rate of the European Central Bank. The customer is at liberty to prove that LayerByLayer has incurred no or only a significantly lower damage caused by default.

If the customer is in default with the payment of a delivery in whole or in part, all claims of LayerByLayer against the customer shall become due for payment immediately; further goods shall then only be delivered against advance payment or cash on delivery.

(4) The customer shall have no right of retention or right to refuse performance in respect of LayerByLayer's payment claims unless such claims are based on intentional or grossly negligent breaches of contract by LayerByLayer or its vicarious agents or assistants, provided that the counterclaims on which they are based are not undisputed or have not been legally established.

5. the customer shall only be entitled to offset payment claims of LayerByLayer against counterclaims recognized by LayerByLayer or legally established.

6. if LayerByLayer obtains information after conclusion of the contract that the customer may not be able to obtain credit for an amount corresponding to the order volume, LayerByLayer shall be entitled to withhold the goods and, at its discretion, to demand advance payment or prior provision of security; LayerByLayer reserves the right to claim damages for non-performance.

If, on the basis of reliable information, a circumstance becomes known which excludes the unconditional creditworthiness of the customer, all claims against the customer which are still outstanding at the time the information is obtained shall become due immediately; all deferral agreements or similar shall become ineffective in this case.

IV. Transfer of risk

1. the risk shall pass to the customer when the goods are handed over to the carrier; this shall also apply in the case of exceptional carriage paid delivery by LayerByLayer. If the customer collects the goods from LayerByLayer, the risk shall pass to the customer upon receipt of the notification of readiness for shipment.

2 LayerByLayer shall select the carrier, the means of transport and the transport route with its own customary care, unless the customer makes a determination in good time before the expiry of the delivery period. LayerByLayer shall select the mode of shipment at its reasonable discretion without any obligation to select the fastest or cheapest mode/route of shipment.

V. Delivery periods, call orders, delay

1. expressly agreed delivery periods shall commence upon receipt of LayerByLayer's order confirmation by the customer. Otherwise, delivery times are only approximate and non-binding. In the latter case, the customer may request LayerByLayer to deliver 6 weeks after a non-binding delivery date or a non-binding delivery period has been exceeded. LayerByLayer shall be in default upon receipt of the request, unless there is a case of suspension of contractual obligations pursuant to IX. 1. of these GTC. If the customer wishes to withdraw from the contract and/or demand compensation in lieu of performance, he must grant LayerByLayer a reasonable period for delivery after the expiry of the 6-week period in accordance with the above provision.

2. partial deliveries and/or services are permissible; they will be invoiced separately in accordance with the scope of delivery.

3. delays caused by circumstances for which LayerByLayer is not responsible shall result in a reasonable extension of the delivery and performance deadlines; this shall also apply insofar as such delays are in addition to a delay already incurred by LayerByLayer. LayerByLayer shall inform the customer immediately of circumstances of this nature.

4. in the event of delays in delivery and performance for which LayerByLayer is responsible, the customer shall grant LayerByLayer a reasonable grace period. If LayerByLayer has not notified the customer that the goods are ready for dispatch or performance after this grace period has expired, the customer shall be entitled to withdraw from the contract with regard to the part of the delivery that has not yet been fulfilled or, in the event that legal representatives or vicarious agents of LayerByLayer are responsible for the delay, to withdraw from the contract. LayerByLayer are guilty of intent or gross negligence with regard to the delay, the customer shall be entitled to demand compensation for damages instead of performance with regard to this part; in the event of partial default, if the customer proves that partial performance is of no interest to him, he shall be entitled to the aforementioned rights with regard to the entire contract.

5. delays in delivery and performance for which the customer is responsible shall not affect agreed payment obligations and payment deadlines. If the customer is in default of acceptance or culpably violates other obligations to cooperate, LayerByLayer shall be entitled to demand compensation for the resulting damages, including any additional expenses. If the customer definitively refuses to accept the goods for reasons for which LayerByLayer is not responsible, its claim for damages shall amount to at least 15% of the net contract price, without LayerByLayer being obliged to provide evidence of the damage; the customer shall be at liberty to provide evidence that LayerByLayer has incurred no damage or only minor damage.

VI Retention of title to goods and tools

1 LayerByLayer reserves title to the goods delivered - including partial deliveries - until full payment of the entire delivery.

2. subject to revocation for reasons for which the customer is responsible, the customer shall be entitled to sell the goods owned or co-owned by LayerByLayer in the ordinary course of business against payment. In this case, the customer hereby assigns to LayerByLayer its purchase price claim against the purchaser with all security and ancillary rights until full payment of all claims of LayerByLayer from existing business relationships in the amount of the respective arrears; in the case of the sale of goods co-owned by LayerByLayer, however, this condition shall only apply to the pro rata purchase price claim in the amount of the invoice value of the reserved goods. The agreement of a prohibition of assignment with regard to the purchase price claim against the purchaser is not permitted.

3. the assignment in accordance with clause 2 shall be made by way of security with the proviso that the customer shall remain entitled to collect the purchase price claim against the purchaser insofar and as long as he duly fulfills his payment obligations to LayerByLayer or no deterioration of his financial circumstances occurs, of which he must inform LayerByLayer immediately if necessary. At LayerByLayer's request, the customer shall provide LayerByLayer with all documents and information required to enforce the purchase price claim; LayerByLayer shall be entitled to inform the purchaser of the assignment once the circumstances described in sentence 1 have occurred.

4 LayerByLayer undertakes to release the securities to which it is entitled at the customer's request to the extent that the realizable value of these securities exceeds the claims to be secured by more than 10%; LayerByLayer shall be responsible for selecting the securities to be released.

5. the customer shall not be entitled to pledge or transfer by way of security goods owned by LayerByLayer; in the event of seizure or confiscation by third parties, the customer shall disclose the ownership situation to them and inform LayerByLayer immediately in order to safeguard its rights, handing over all documents essential for an intervention.

VII Rights of the customer in the event of defects

1. purchase of brand new goods

1.1 To the exclusion of any further claims, the customer shall be entitled to demand subsequent performance in the form of rectification or - at LayerByLayer's discretion - replacement delivery or service due to wholly or partially defective deliveries or services to the extent of the defectiveness; however, replacement delivery shall only be made concurrently with the return of the defective delivery item; the customer's right to demand a reduction in price or to withdraw from the contract in the event of the final failure of subsequent performance shall remain unaffected.

1.2 LayerByLayer shall be granted a reasonable period of time to carry out the rectification or replacement delivery or service; otherwise LayerByLayer shall be released from its obligation to provide subsequent performance.

1.3 Claims for defects, including any claims for damages by the customer due to defects, shall become time-barred one year after the transfer of risk to the customer. In relation to consumers, the limitation periods shall be governed by the statutory provisions.

1.4 If LayerByLayer delivers third-party products, LayerByLayer shall also be entitled, at its discretion, to assign to the customer any related and any further claims for defects to which the customer is entitled against the manufacturer or upstream supplier instead of making its own replacement delivery in accordance with clause 1, first half-sentence; LayerByLayer shall support the customer in the enforcement of such claims. The provision of clause 1, 2nd half-sentence, shall apply mutatis mutandis with regard to LayerByLayer.

1.5 The customer's statutory obligations to inspect and give notice of defects in accordance with § 377 HGB remain unaffected.

2. purchase of used goods

In the case of the purchase of used goods, the warranty for any defects in the item is excluded, unless the defect consists of the absence of a warranted characteristic or was fraudulently concealed. This exclusion shall not apply in relation to consumers; the provisions of the above sections 1.1 to 1.4 shall apply accordingly to their rights due to any defects in the object of purchase; however, in deviation from section 1.3 sentence 2, the limitation period shall only be 1 year.

VIII. Liability

1. the liability of LayerByLayer and its vicarious agents for damages due to culpa in contrahendo, other breaches of duty or tort shall be excluded to the extent that such damages are not

- result from injury to life, body or health due to a negligent breach of duty by LayerByLayer or an intentional or negligent breach of duty by its legal representatives or vicarious agents,

- are based on a grossly negligent breach of duty by LayerByLayer or on an intentional or grossly negligent breach of duty by its legal representatives or vicarious agents.

The above limitation shall also apply if the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.

In all other respects, liability shall be limited in terms of type and scope to the foreseeable damage typically arising in transactions of this type.

2. with the exception of such claims that are not already subject to the statute of limitations due to a defect in the item (VII. Clause 3), all claims for damages of the customer against LayerByLayer and its vicarious agents that are not excluded under the above Clause 1 shall lapse within two years of knowledge of the occurrence of the damage and the cause of the damage and, in the case of services, after their acceptance.

3. the limitation period in the event of a delivery recourse according to §§ 478, 479 BGB remains unaffected.

IX. Suspension of contractual obligations

1. events and circumstances whose occurrence or prevention are beyond the control of the contracting parties (in addition to natural disasters, acts of God, strikes and lockouts, this shall also include all impediments to performance for which the contracting parties are not responsible, in particular transport, traffic and operational disruptions - including such and any impediments to performance at the customer itself, suppliers and subcontractors - as well as bottlenecks, shortages and other delays in the procurement of raw materials, etc.).etc.) shall release the contracting parties from their contractual obligations to the extent and for the duration of their existence.

2. if events or circumstances of the type described in clause 1 lead to a significant increase in LayerByLayer's purchasing or procurement costs, LayerByLayer may demand a reasonable price increase from the customer, even in the case of a fixed price agreement, if the customer can provide evidence of the increase. If the customer does not agree to such a price increase within a reasonable period of notice to be set by LayerByLayer, the customer shall be entitled to withdraw from the unfulfilled part of the contract.

3. if LayerByLayer is ultimately unable to fulfill its obligation to deliver or perform within a reasonable period of time to be set by the customer due to the events or circumstances described in clause 1, the customer shall be entitled to withdraw from the unfulfilled part of the contract to the exclusion of any further claims. Under otherwise identical conditions, LayerByLayer shall be entitled to such a right of withdrawal if its efforts to restore the readiness to deliver or perform, to which it remains obliged, have remained unsuccessful within6 months of the occurrence of the impediment.

X. Place of fulfillment and jurisdiction

1. the place of performance for deliveries, services and payments is the registered office of LayerByLayer.

2. the place of jurisdiction shall be the registered office of LayerByLayer if the customer is a merchant, a legal entity under public law or a special fund under public law.

XI. Applicable law

German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980.