1. These General Terms and Conditions apply to current and future contracts with customers of the company GBneuhaus GmbH - hereinafter referred to as GB Neuhaus - which primarily relate to the delivery of goods to customers who are not consumers within the meaning of Section 13 of the German Civil Code (BGB). Additional obligations assumed by GB Neuhaus do not affect the validity of these General Terms and Conditions.

2. GB Neuhaus shall not be bound by conflicting or deviating terms and conditions of the customer, even if GB Neuhaus does not expressly object to them or provides services or accepts services from the customer without reservation despite conflicting or deviating terms and conditions of the customer. Similarly, GB Neuhaus shall not be bound if the customer's terms and conditions deviate from statutory provisions irrespective of the content of these General Terms and Conditions of Sale.

3. These General Terms and Conditions of Sale are designed for contracts that do not fall under the special provisions of the sale of consumer goods §§ 474 ff. BGB (German Civil Code). Should this assumption not apply, the Customer shall inform GB Neuhaus immediately and in writing in each individual case; if GB Neuhaus is not informed of this, the following terms and conditions shall also apply to the sale of consumer goods.

1. Offers from GB Neuhaus are always subject to change and non-binding.
2. The customer is obliged to expressly notify GB Neuhaus prior to conclusion of the contract if the ordered goods are not to be suitable exclusively for normal use or are to be used under unusual conditions or conditions which pose a particular risk to health, safety or the environment or which require increased stress.
3. Customer orders must be made in writing. If the customer's order deviates from the proposals or the offer of GB Neuhaus, the customer shall emphasise the deviations as such. The rules for the conclusion of contracts in electronic business transactions pursuant to Section 312 e (1) sentence 1 nos. 1 to 3 BGB shall not apply.
4. All orders become effective exclusively through the written order confirmation from GB Neuhaus. The actual delivery of the ordered goods, other behaviour on the part of GB Neuhaus or silence on the part of GB Neuhaus shall not justify the customer's trust in the conclusion of the purchase contract. GB Neuhaus may issue the written order confirmation up to 14 calendar days after the customer's order has been received by GB Neuhaus.
5. The written order confirmation of GB Neuhaus shall be decisive for the scope of the entire content of the contract and, subject to objections raised by the customer at short notice and in writing, shall bring about the conclusion of a contract even if it does not contain all points on which the customer wanted to reach an agreement or otherwise deviates from the customer's declarations, in particular also with regard to the exclusive validity of these General Terms and Conditions of Sale. Special requests of the customer, namely guarantees or other assurances with regard to the goods or the fulfilment of the contract, therefore require express written confirmation in all cases.
6. Agreements made verbally or by telephone, telex or telegraph shall only be binding if they are subsequently confirmed in writing by GB Neuhaus.
7. The employees, commercial agents and other sales intermediaries of GB Neuhaus are not authorised to dispense with the requirement for written order confirmation or to make promises that deviate in terms of content or to declare guarantees. Amendments to the concluded contract also require written confirmation from GB Neuhaus.
8. GB Neuhaus reserves its unrestricted proprietary and copyright exploitation rights to cost estimates, drawings and other documents essential to the contract as well as to production tools. The documents may only be made accessible to third parties with the prior consent of GB Neuhaus and must be returned to GB Neuhaus immediately upon request if the order is not placed with GB Neuhaus. This applies accordingly to the Purchaser's documents; however, these may be made accessible to third parties to whom GB Neuhaus has permissibly transferred deliveries. The property rights and copyrights remain the property of GB Neuhaus even if the customer has assumed the acquisition costs in whole or in part.

1. GB Neuhaus shall deliver the goods specified in the written order confirmation. If the goods to be delivered require further specification, GB Neuhaus shall carry out the specification taking into account its own interests and those of the customer which are recognisable and justified for GB Neuhaus. GB Neuhaus is not obliged to provide services that are not listed in the written order confirmation or these General Terms and Conditions of Sale; in particular, GB Neuhaus is not obliged to supply accessories that are not expressly listed, to install additional protective devices, to provide assembly instructions, to carry out assembly work or to advise the customer.
2. Third parties not involved in the conclusion of the contract, in particular customers of the customer, are not authorised to demand delivery to themselves. The customer's responsibility for receipt shall remain in force even if he assigns claims to third parties.
3. GB Neuhaus is obliged to deliver goods of average type and quality, taking into account customary tolerances with regard to type, quantity, quality and packaging. If the goods to be delivered cannot be delivered in the condition offered upon conclusion of the contract because technical improvements have been made to series products, GB Neuhaus is entitled to deliver the improved version. GB Neuhaus is authorised to make partial deliveries and to invoice them separately.
4. Agreed delivery periods or delivery dates are subject to the customer providing documents, authorisations or releases to be obtained in good time, making advance payments as agreed and fulfilling all other obligations incumbent upon him in good time. Otherwise, agreed delivery periods shall commence on the date of the written order confirmation from GB Neuhaus. GB Neuhaus is authorised to deliver before the agreed time.
5. GB Neuhaus is entitled to fulfil contractual obligations after the scheduled date if it has informed the customer of the missed deadline and has set a deadline for subsequent fulfilment, unless subsequent fulfilment is unreasonable for the customer or the customer objects to the offer of subsequent fulfilment within a reasonable period of time. In the event of subsequent fulfilment, GB Neuhaus shall reimburse the customer for any additional expenses demonstrably incurred as a result of the deadline being exceeded, insofar as GB Neuhaus is liable for damages in accordance with the provisions in Section VII.
6. Irrespective of whether the goods are transported by GB Neuhaus, by the customer or by third parties, the risk shall pass to the customer as soon as loading begins or the customer fails to fulfil the obligation to accept the goods, even if the goods are not clearly labelled. The loading of the goods is one of the customer's obligations. Clauses such as ‘delivery free...’ or clauses of a similar nature merely result in a different regulation of the transport costs, but do not change the above transfer of risk rule.
7. GB Neuhaus is not obliged to take back packaging material (transport, sales and other packaging) from the customer. Irrespective of statutory provisions, the customer shall reuse, recycle or otherwise dispose of the packaging at its own expense. The above provision shall apply irrespective of whether or not the packaging is invoiced separately to the customer.
8. Without waiving any further legal rights, GB Neuhaus is entitled to the defence of insecurity in accordance with Section 321 BGB in particular if the customer only insufficiently fulfils its obligations to GB Neuhaus or third parties or is slow to pay or the limit set by a credit insurer is exceeded or will be exceeded with the pending delivery. GB Neuhaus is not obliged to continue the services as long as services provided by the customer to avert the defence do not provide adequate security or could be contestable.

1. Irrespective of any further obligations to secure or prepare payment, the purchase price is due for payment when the invoice is issued. The amount of the statutory maturity interest shall be determined in accordance with § 288 BGB. Payment terms granted shall lapse and outstanding receivables shall become due for payment immediately if insolvency proceedings are instituted against the customer's assets, if the customer fails to fulfil material obligations due to GB Neuhaus or third parties without providing a justifiable reason, or if the customer has provided inaccurate information regarding its creditworthiness.
2. The agreed prices are ex works excluding packaging plus the applicable statutory VAT and any freight costs.
3. Discount commitments must be shown in each individual case in the written order confirmation from GB Neuhaus and shall only apply on condition of timely and complete payment of all previously due, undisputed claims of GB Neuhaus against the customer. No discount is granted for any payments by bill of exchange. Freight, packaging etc. are not eligible for discount.
4. Counterclaims can only be offset by the customer or a right of retention can only be asserted if the customer's counterclaims are undisputed or have been recognised by declaratory judgement. This shall not apply if the customer's counterclaims are based on defective performance by GB Neuhaus. This also does not apply to the right of retention if this is based on the same contractual relationship.
5. Payments shall be made in EURO without deduction and free of charges and costs via the bank designated by GB Neuhaus. The unconditional credit entry on the bank account is decisive for the timeliness of the payment. The employees, commercial agents or other sales intermediaries of GB Neuhaus are not authorised to accept payments.
6. GB Neuhaus may, at its own discretion, offset incoming payments against claims existing against the customer by virtue of its own or assigned rights at the time of payment.
7. Rights of the customer to offset against the claims of GB Neuhaus are excluded unless the counterclaim is based on the customer's own right and has either been legally established or is due and undisputed or has been recognised in writing by GB Neuhaus.
8. Rights of the customer to withhold payment or to raise defences are excluded, unless GB Neuhaus has materially breached obligations arising from the same contractual relationship and due despite written warning and has not offered adequate security.
9. If the deadline is exceeded, default interest of 8% above the base interest rate in accordance with § 247 BGB shall be charged. We reserve the right to assert higher damages caused by default.

1. Without waiving statutory exclusions or limitations of GB Neuhaus' responsibility, the goods are defective if they noticeably deviate from the type, quantity or quality agreed in the written order confirmation or, in the absence of an agreed quality, noticeably deviate from the usual quality or are obviously not suitable for normal use. The delivery of used goods is subject to the exclusion of any warranty.
2. Unless the written order confirmation expressly states otherwise, GB Neuhaus is in particular not responsible for ensuring that the goods are suitable for other than normal use or fulfil further expectations of the Buyer. GB Neuhaus is not liable for material defects that occur after the time of transfer of risk. If the customer undertakes attempts to rectify material defects himself or through third parties without the consent of GB Neuhaus, GB Neuhaus shall be released from the warranty obligation unless these are carried out properly.
3. Guarantees or assurances requested by the customer must always be specifically identified as such in the written order confirmation, even in the case of follow-up transactions. In particular, buzzword-like designations, reference to generally recognised standards, the use of trademarks or quality marks or the submission of samples or specimens do not in themselves constitute the assumption of a guarantee or assurance. GB Neuhaus' employees, commercial agents or other sales intermediaries are not authorised to declare guarantees or assurances or to provide information on special usability or the economic efficiency of the goods.
4. The customer must inspect each individual delivery immediately and in every respect at the time of delivery for recognisable and typical deviations of a qualitative, quantitative and other nature and notify GB Neuhaus immediately in writing of the deviations, giving a precise description of the nature and scope; otherwise the delivery shall be deemed approved. The employees, commercial agents or other sales intermediaries of GB Neuhaus are not authorised to accept notices of defects or to make warranty declarations.
5. In the event of justified complaints, the customer may demand subsequent fulfilment from GB Neuhaus within a reasonable period after notification of a defect in accordance with the statutory provisions. GB Neuhaus is not obliged to bear the expenses incurred for subsequent fulfilment if these increase as a result of a change of location or the change of other circumstances that occurred after the defect became known or should have become known. In the event that the subsequent fulfilment finally fails, is not possible or is not carried out within a reasonable period of time, the customer is entitled in accordance with the statutory provisions either to withdraw from the contract or to reduce the purchase price within a preclusive period of four weeks after expiry of the deadline after setting a deadline and threatening to refuse. Regardless of the customer's legal remedies, GB Neuhaus is always entitled to repair or replace defective goods in accordance with the provision in Section III.-5.
6. A warranty for defects of title resulting from a quality of the goods requested or specified by the customer or a production method requested by the customer is not assumed.
7. Unless otherwise confirmed in writing and subject to fraudulent concealment by GB Neuhaus, the customer shall have no further claims due to the delivery of defective goods. This shall not affect claims for damages established by law in accordance with the provisions in Section VII.
8. Any claims of the customer due to the delivery of defective goods shall become time-barred one year after the statutory commencement of the limitation period. Claims for damages due to intent remain unaffected. Measures of subsequent fulfilment do not lead to an extension of the period regulated in sentence 1 and in particular do not include an acknowledgement triggering a new start of the limitation period. This does not apply if the law prescribes longer periods, as well as in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by the supplier and in the event of fraudulent concealment of a defect. The statutory time limits concerning suspension of expiry, suspension and recommencement of the time limits shall remain unaffected.

1. In addition to the provision in clause V.-5., the customer is entitled to withdraw from the contract in compliance with the relevant statutory provisions if the services incumbent on GB Neuhaus have become impossible, GB Neuhaus is in default with the fulfilment of primary contractual obligations or has otherwise materially breached obligations established by this contract and GB Neuhaus is responsible for the default or breach of duty in accordance with clause VII.-1.-b). Without waiving any further legal requirements, a separate written request addressed directly to GB Neuhaus after the due date to perform the service within a reasonable period of time is always required to cause default, even in the case of a calendar-based performance period.
2. Without waiving any further statutory rights, GB Neuhaus is entitled to withdraw from the contract without replacement if the customer objects to the application of these General Terms and Conditions of Sale; if the special provisions of consumer goods sales (§§ 474 ff. BGB) become applicable; if insolvency proceedings are filed against the customer's assets; if the customer fails to fulfill material obligations due to GB Neuhaus or third parties without providing a justified reason; if the customer provides inaccurate information about their creditworthiness; if GB Neuhaus is, through no fault of its own, not properly or timely supplied; or if GB Neuhaus is otherwise no longer able to fulfill its performance obligations by reasonable means—taking into account both its own legitimate interests and those of the customer as were foreseeable at the time of contract conclusion, particularly in light of the agreed consideration.

Except for liability under the German Equipment and Product Safety Act or for damages resulting from culpable injury to life, body, or health, GB Neuhaus shall only be liable for damages - within the scope of this contract and beyond - without waiving the statutory prerequisites and only in accordance with the following provisions. These provisions also apply to breaches of warranty obligations and in cases of delay: 

1. Claims for damages due to the delivery of defective goods are excluded if the defect is not material.
2. The customer is primarily obligated to pursue the remedies outlined in Section III. (subsequent performance), or Sections V. and VI., and may claim damages only for any remaining disadvantages - not as a substitute for other remedies.
3. GB Neuhaus shall only be liable for damages in the event of a culpable breach of essential obligations or in the case of intentional or grossly negligent breaches of other duties owed to the customer.
4. In the event of liability, GB Neuhaus shall reimburse the customer's proven damages only to the extent that such damages were foreseeable at the time the contract was concluded and unavoidable by the customer, taking into account the limitations specified under letter e). The customer must inform GB Neuhaus in writing before the contract is concluded of any special risks, atypical damage possibilities, or unusually high damage amounts.
5. GB Neuhaus shall not be liable for lost profits or non-material damages. In all other cases, the compensation for delay is limited to 0.5% of the respective delivery value per full week of delay, up to a maximum of 5%, and compensation for other breaches of duty is limited to 200% of the respective delivery value. This paragraph does not apply in cases of gross negligence by executive bodies or senior managers.
6. The customer may only claim damages in lieu of performance - regardless of compliance with legal and contractual provisions - if they have set GB Neuhaus a reasonable deadline after the due date and threatened to refuse performance, and then definitively refused performance within a reasonable period after this threat in the event of non-fulfillment.
7. The limitation period for contractual claims also applies to non-contractual claims by the customer against GB Neuhaus that are based on the same facts. Unless GB Neuhaus is liable for intent or the customer's claim has not yet expired, any claim for damages must be asserted within six months of GB Neuhaus’s rejection of the damage claim.
8. The above provisions regarding liability of GB Neuhaus also apply to claims for reimbursement of expenses and to the personal liability of GB Neuhaus employees, workers, staff, representatives, and vicarious agents.
9. Notwithstanding any further statutory or contractual claims of GB Neuhaus, the customer is obliged to pay damages to GB Neuhaus in the following cases:
   
   1. In the event of late payment, the customer shall reimburse the statutory costs of legal action both in and out of court, as well as pay interest at a rate of 8% above the base rate of the European Central Bank.
   2. Unless the customer proves that no damage or only significantly less damage has occurred, GB Neuhaus shall be entitled, after setting a reasonable grace period, to claim flat-rate damages in the amount of 15% of the respective delivery value without proof in the event of default in acceptance or agreed but unfulfilled call-off of the delivery.

1. All goods delivered shall remain the property of GB Neuhaus until full settlement of all claims - regardless of their legal basis - including any future principal and ancillary claims against the customer. In the case of an open account, the retention of title shall apply to the balance due.
2. As long as the retention of title is in effect, the customer shall grant GB Neuhaus’s employees access to the reserved goods during regular business hours at any time. The customer is obligated to insure the reserved goods against theft, damage, and destruction, and upon request by GB Neuhaus, to store the goods separately at the customer's own expense, to mark them clearly as the property of GB Neuhaus, and to take all necessary measures to ensure the comprehensive protection of GB Neuhaus’s ownership rights. All insurance claims related thereto are hereby assigned by the customer in full and irrevocably to GB Neuhaus by way of security. GB Neuhaus accepts this assignment.
3. During the period of retention of title, the customer shall immediately notify GB Neuhaus in writing if any third party asserts claims to or rights over the reserved goods or over claims assigned to GB Neuhaus under this clause. The customer shall support GB Neuhaus free of charge in protecting its interests. Should a third party acquire rights to the reserved goods during the retention period, the customer hereby irrevocably assigns to GB Neuhaus all claims against the third party arising in this context, including all associated rights. GB Neuhaus accepts this assignment.
4. The customer may resell the reserved goods in the ordinary course of business and only if not in default of payment. Any other disposal (e.g., pledge, transfer by way of security, etc.) is prohibited. The customer hereby irrevocably assigns to GB Neuhaus all claims against its buyers arising from the resale of the reserved goods, including all ancillary rights, in full and by way of security. If such claims are included in a current account relationship between the customer and its buyer, the balance claim resulting after set-off is likewise assigned to GB Neuhaus. GB Neuhaus accepts all such assignments.
5. The customer is authorized to collect the assigned claims on behalf of GB Neuhaus in a fiduciary capacity, provided the customer is not in default. The customer may not assign these claims to third parties. Payments received must be handled separately and immediately forwarded to GB Neuhaus until all secured claims are fully settled. If payment is made by bank transfer to the customer's bank, the customer hereby irrevocably assigns its corresponding claims against the bank to GB Neuhaus. If the customer receives bills of exchange in settlement of claims against third parties, the claims arising from discounting such bills are also hereby irrevocably assigned to GB Neuhaus.
6. Processing or transformation of the goods shall be carried out on behalf of GB Neuhaus as manufacturer within the meaning of § 950 of the German Civil Code (BGB), without creating any obligations for GB Neuhaus. In case of combination or mixing with other goods, GB Neuhaus shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the other used items. If GB Neuhaus’s ownership is extinguished by such mixing or combination, the customer hereby transfers to GB Neuhaus its ownership or co-ownership rights to the resulting new product and shall store it on behalf of GB Neuhaus free of charge and in trust.
7. Upon request, the customer must inquire whether any goods remain subject to retention of title. GB Neuhaus is not obligated to proactively disclose the scope of its retained ownership. If unpaid reserved goods remain in the customer's possession, GB Neuhaus shall, upon request, release such goods if their invoice value exceeds the total outstanding claims by more than 20% and no separate rights to the goods exist in favor of GB Neuhaus. The same applies if third-party claims have replaced the reserved goods and are asserted by GB Neuhaus in its own name. Furthermore, GB Neuhaus shall release securities upon request if their market value exceeds the total secured claims by more than 50% plus applicable VAT on recovery.
8. If unpaid reserved goods remain in the customer's possession and insolvency proceedings over the customer's assets are initiated or the customer, without providing justified reason, fails to fulfill obligations due to GB Neuhaus or third parties, GB Neuhaus may revoke the customer's right of possession and demand surrender of the goods without terminating the contract. However, GB Neuhaus shall not demand surrender if the insolvency administrator elects to fulfill the contract and pays the purchase price.
9. In the event of contract termination, particularly due to the customer's payment default, GB Neuhaus is entitled to resell the goods at its discretion and satisfy its claims from the proceeds. Notwithstanding other legal rights, the customer shall reimburse GB Neuhaus for the costs of contract conclusion, contract performance, termination, and the retrieval of goods, and shall pay a usage fee of 3% of the goods’ value for each commenced month following transfer of risk.

1. For the purposes of complying with the written form requirement, neither a handwritten signature nor an electronic signature is necessary. Communications via fax or email, as well as other text formats, shall suffice without the need for any specific indication that the declaration is intended to be final.
2. Any data obtained in connection with the business relationship will be processed by GB Neuhaus in accordance with the provisions of the German Federal Data Protection Act (Bundesdatenschutzgesetz).
3. Without prejudice to further claims of GB Neuhaus, the customer shall fully indemnify GB Neuhaus against all third-party claims brought under product liability or similar regulations, provided such liability is based on circumstances—such as product presentation—initiated by the customer or any third party without GB Neuhaus’s express written consent. The indemnity shall specifically include the reimbursement of expenses incurred by GB Neuhaus and is granted by the customer unconditionally, without requiring further prerequisites or objections, in particular waiving any defense based on monitoring or recall obligations or statute of limitations.
4. GB Neuhaus retains all ownership rights, copyrights, other intellectual property rights, and know-how rights to any images, drawings, calculations, documentation, and software provided in physical or electronic form. Such materials must be kept confidential and may only be used for the execution of the relevant order.
5. The customer shall observe third-party intellectual property rights when using the delivered goods and shall indemnify GB Neuhaus against all third-party claims arising in this context. This also applies to cases where the manufacturing process infringes upon third-party rights and such manufacturing was carried out according to the customer’s specifications.
6. Notwithstanding any broader statutory provisions, the suspension of limitation periods shall also cease if settlement negotiations are not substantively continued for more than four weeks. Any recommencement of the limitation period for customer claims requires the express written confirmation of GB Neuhaus.

1. The place of performance for all obligations arising from the legal relationship between GB Neuhaus and the customer, including performance, payment, and fulfillment, shall be Neuhaus. This also applies if GB Neuhaus performs services at another location or must reverse services rendered. Agreements on the allocation of costs do not alter this provision regarding the place of performance.
2. All contractual and non-contractual legal relationships with the customer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. The exclusive place of jurisdiction shall be the District Court (Amtsgericht) Sonneberg or, where applicable, the Regional Court (Landgericht) Meiningen. In cases of specific subject-matter jurisdiction, the competent court at the registered seat of GB Neuhaus shall apply. However, GB Neuhaus also reserves the right to bring legal action against the customer at the customer’s general place of jurisdiction.
4. Should any provision of these General Terms and Conditions of Sale be or become invalid in whole or in part, the remaining provisions shall remain in full force and effect. The parties shall endeavor to replace any invalid provision with a valid provision that most closely reflects the economic purpose and intent of the invalid one.

These General Terms and Conditions of Purchase apply to Glasbearbeitung + Beschichtung Neuhaus GmbH, hereinafter referred to as “GB Neuhaus.” These Terms and Conditions of Purchase shall apply exclusively; any terms and conditions of the supplier that conflict with or deviate from these shall not be recognized by GB Neuhaus unless GB Neuhaus has expressly agreed to their application in writing. These Terms and Conditions of Purchase shall also apply if GB Neuhaus accepts the supplier’s delivery while being aware of conflicting or deviating terms. All agreements made between GB Neuhaus and the supplier for the execution of a contract must be set out in writing. These Terms and Conditions shall apply only to entrepreneurs as defined in § 310(4) of the German Civil Code (BGB).

The supplier is obliged to accept GB Neuhaus’s purchase order within two weeks. GB Neuhaus retains ownership and copyright to illustrations, drawings, calculations, and other documents. These may not be disclosed to third parties without GB Neuhaus’s express written consent and may only be used for manufacturing based on GB Neuhaus’s purchase order. Upon completion of the order, these documents must be returned without request. Confidentiality obligations apply, in addition to Section IX (4) of these Terms.

1. The price stated in the purchase order is binding. Unless otherwise agreed in writing, the price includes delivery “free domicile” including packaging. Return of packaging requires a separate agreement.
2. Statutory VAT is included in the price.
3. GB Neuhaus can only process invoices if they include the purchase order number as specified in the order; the supplier is responsible for any consequences resulting from failure to comply unless the supplier proves they are not at fault.
4. Unless otherwise agreed in writing, GB Neuhaus shall pay the purchase price within 14 days of delivery and receipt of the invoice with a 2% discount or within 30 days net.
5. GB Neuhaus is entitled to rights of set-off and retention to the extent provided by law.

1. The delivery time specified in the purchase order is binding.
2. The supplier is obliged to notify GB Neuhaus immediately in writing if circumstances arise that may prevent timely delivery.
3. In the event of delay, GB Neuhaus is entitled to the full statutory remedies. In particular, GB Neuhaus may, after an unsuccessful grace period, claim damages instead of performance and withdraw from the contract. The supplier may prove that it is not responsible for the breach.

1. Unless otherwise agreed in writing, delivery shall be made “free domicile.”
2. The supplier is obliged to state GB Neuhaus’s exact purchase order number on all shipping and delivery documents; if omitted, delays in processing shall not be the responsibility of GB Neuhaus.

1. GB Neuhaus shall inspect the goods for quality and quantity deviations within a reasonable period; notification is timely if sent within five working days from receipt or, in the case of hidden defects, from their discovery.
2. GB Neuhaus is entitled to the full statutory claims for defects. In particular, GB Neuhaus may demand rectification or replacement at its discretion. The right to claim damages, especially in lieu of performance, remains expressly reserved.
3. In urgent cases or where there is risk of delay, GB Neuhaus may remedy the defect itself at the supplier’s expense.
4. The limitation period for defect claims is 36 months from the date of risk transfer.

1. If the supplier is responsible for a product defect, it shall indemnify GB Neuhaus from any third-party claims on first demand, to the extent the cause lies within its control and organization and the supplier itself is liable externally.
2. Within the scope of this liability, the supplier shall also reimburse expenses under §§ 683, 670 BGB and §§ 830, 840, 426 BGB, arising from or in connection with a recall action initiated by GB Neuhaus. GB Neuhaus will inform the supplier – as far as possible and reasonable – about the content and scope of such measures and provide an opportunity for comment. Statutory claims remain unaffected.
3. The supplier shall maintain product liability insurance with a minimum coverage of €10 million per personal injury/property damage claim (combined single limit). Any broader damage claims of GB Neuhaus remain unaffected.

1. The supplier warrants that no third-party rights within the Federal Republic of Germany are infringed in connection with its delivery.
2. If GB Neuhaus is held liable by a third party, the supplier shall indemnify GB Neuhaus on first written demand; GB Neuhaus is not entitled to make any settlements with the third party without the supplier’s consent.
3. The indemnification obligation includes all necessary expenses incurred by GB Neuhaus in connection with third-party claims.
4. The limitation period for such claims is ten years from the date of contract conclusion.

1. Where GB Neuhaus provides parts to the supplier, GB Neuhaus retains ownership. Processing or transformation by the supplier shall be carried out on behalf of GB Neuhaus. If goods owned by GB Neuhaus are processed with other items not owned by it, GB Neuhaus shall acquire co-ownership of the new product in proportion to the value of the reserved goods (purchase price plus VAT) to the other items at the time of processing.
2. If items provided by GB Neuhaus are inseparably mixed with other items not owned by GB Neuhaus, GB Neuhaus shall acquire co-ownership of the new item in proportion to the value of the reserved goods to the mixed items at the time of mixing. If the supplier’s item is considered the main item, the supplier shall transfer proportionate co-ownership to GB Neuhaus, which the supplier shall hold in safekeeping for GB Neuhaus.
3. GB Neuhaus retains ownership of any tools provided; the supplier shall use such tools solely for manufacturing goods ordered by GB Neuhaus. The supplier shall insure the tools at replacement value against fire, water, and theft at its own cost. The supplier hereby assigns any resulting insurance claims to GB Neuhaus, which accepts the assignment. The supplier shall perform all necessary maintenance and inspections at its own expense and promptly report any incidents; failure to do so may give rise to damage claims.
4. The supplier shall keep all received illustrations, drawings, calculations, documents, and information strictly confidential and disclose them to third parties only with GB Neuhaus’s express consent. This obligation shall continue after the conclusion of the contract unless the information becomes publicly known through no fault of the supplier.
5. Where the security rights of GB Neuhaus under Sections (1) and/or (2) exceed the purchase price of all unpaid reserved goods by more than 10%, GB Neuhaus shall release the excess security upon the supplier’s request, at its discretion.

1. If the supplier is a merchant, the place of jurisdiction shall be Neuhaus; however, GB Neuhaus also reserves the right to bring action at the supplier’s general place of jurisdiction.
2. Unless otherwise specified in the purchase order, the place of performance shall be Neuhaus.