General Terms and Conditions

die Bäderwerkstatt GmbH

1 General

1.1 These general terms and conditions of Bäderwerkstatt GmbH, Innere Flosser Straße 6, 92660 Neustadt (hereinafter: "Bäderwerkstatt") apply to all contracts relating to heating and sanitary work, in particular renovation, conversion, repair, maintenance and/or refurbishment work of material significance to the construction, condition, preservation or usability of a building, as well as to trade in corresponding products from the fields of bathrooms, sanitary and heating engineering, and air-conditioning technology.

1.2 These general terms and conditions of Bäderwerkstatt, in their current version, apply to all future and ongoing business with all contracting parties insofar as it involves the sale or delivery of goods and their processing. They thereby become part of the contract for all purchase, supply and works-supply contracts.

By placing an order with Bäderwerkstatt and accepting its services, the contracting party accepts these general terms and conditions.

1.3 Bäderwerkstatt hereby objects to any general terms and conditions or purchasing conditions of its contracting parties. These do not apply, regardless of whether Bäderwerkstatt has expressly objected to them. Such terms and conditions only take effect if Bäderwerkstatt expressly acknowledges them. Acknowledging other terms and conditions does not cause Bäderwerkstatt's general terms and conditions to lapse.

1.4 If the contracting party is a business, these general terms and conditions also apply to all future business, orders and other contractual relationships.

The most current version can be downloaded as a PDF from the Bäderwerkstatt website at www.baederwerkstatt-new.de.

2 Contract Content, Conclusion of Contract, and Acceptance

2.1 All offers and cost estimates from Bäderwerkstatt are subject to change and non-binding, unless expressly marked as binding.

A2.2 The placing of an order by the contracting party constitutes its binding contractual offer, unless otherwise agreed. This contractual offer only becomes an order once Bäderwerkstatt accepts it by way of its own order confirmation. The contract is therefore only concluded upon written confirmation by Bäderwerkstatt or upon delivery of the goods.

2.3 Unless expressly marked as binding in an order confirmation, all documents included in the offer, insofar as they contain information and descriptions of services regarding any materials, represent only non-binding, industry-standard approximate values. This also applies to depictions in catalogues, brochures, leaflets, price lists or other published documents or documents included in the offer. Samples and specimens on display and discussed with customers are also considered approximate examples of quality, dimensions and colour. Specific product characteristics are therefore neither guaranteed nor warranted.

2.4 Any changes to the contract require written form to be effective.

2.5 Unless items are expressly designated as a flat price, all offers from Bäderwerkstatt contain unit prices that form a schedule of services. The total remuneration results from the product of the unit price and the units of service actually performed, which are to be determined by measurement, unless otherwise agreed or stated differently in the offer. The units of service actually performed may deviate from the number specified in the order confirmation, so the remuneration in the final invoice may also deviate from the total remuneration provided for in the contract.

2.6 Within the scope of the order, additional work is carried out on a time-and-materials basis. Remuneration is then based on the additional personnel and, where applicable, machine hours and materials actually incurred, as agreed in the order.

Time-and-materials work is recorded on work reports, which the client may request at any time at the end of the relevant working day. If work reports are not requested, reviewed and objected to within three working days, they are deemed approved.

2.7 For repair and maintenance work, unless otherwise agreed, invoicing is based on the hourly rates customarily charged by Bäderwerkstatt at the time the order is placed for the respective tradespeople involved. Material costs are invoiced based on actual costs, unless a cost estimate has been provided, in which case they are based on non-binding recommended prices and purchase prices plus industry-standard mark-ups.

For repairs, unless they are minor repairs invoiced at the usual rates, Bäderwerkstatt will send the customer a cost estimate before carrying out the repair, typically structured as a unit-price offer, which is ultimately invoiced based on the actual hours and materials used.

2.8 Work agreed with Bäderwerkstatt must be accepted upon completion, even if minor adjustments still need to be made, for example to the heating system, or remaining work in connection with a bathroom installation still needs to be finished.

This applies in particular in the case of early commissioning (site heating). Otherwise, Section 640 of the German Civil Code (BGB) applies.

3 Prices

3.1 The prices applicable on the day of delivery apply, unless a fixed price has been agreed in the offer as part of the order confirmation.

3.2 All prices are net prices plus VAT, unless otherwise agreed. VAT must be paid additionally by the contracting party at the statutory rate.

All prices apply excluding packaging, ex Bäderwerkstatt sales premises/warehouse.

3.3 If, after conclusion of the contract, the basis for price calculation changes due to an increase in production costs or Bäderwerkstatt's own procurement costs, Bäderwerkstatt may, provided it is not at fault, demand a price adjustment.

3.4 Deduction of a cash discount requires a separate written agreement.

4 Payment

4.1 Payments must be made without deduction. They may only be made to accounts specified by Bäderwerkstatt, unless payment is made in cash on site. There is generally no right to payment by invoice, particularly for goods deliveries. Bäderwerkstatt may therefore demand immediate payment for goods on receipt without deduction.

4.2 Unless otherwise agreed, invoices are payable without deduction within ten days of the invoice date.

4.3 If the contracting party is a business, Bäderwerkstatt has the right, in the event of late payment, to demand immediate payment of all claims from the current business and from any other business, even if not yet due. In this case, Bäderwerkstatt may withhold delivery and services from the current order or another order until all outstanding claims from all existing contractual relationships have been settled in full. Bäderwerkstatt reserves the right to demand reasonable security in this regard. Furthermore, Bäderwerkstatt may reclaim delivered goods still subject to retention of title, or demand compensation for their value if the goods are no longer fully usable.

5 Delivery Deadlines / Obstacles to Contract Performance / Attempted Repair

5.1 All delivery deadlines and dates are only binding if bindingness has been expressly agreed as a fixed date.

5.2 All delivery and performance deadlines are extended by any period during which delivery and performance are delayed for reasons attributable to the client.

Any additional costs incurred as a result must be reimbursed to Bäderwerkstatt.

5.3 Bäderwerkstatt will inform its customers if performance is delayed for reasons for which Bäderwerkstatt is not responsible. Bäderwerkstatt will then provide a new expected delivery deadline. The unavailability of the service may have several causes, in particular late delivery by suppliers to Bäderwerkstatt itself, or the unavailability of materials associated with the order.

5.4 The client must ensure that Bäderwerkstatt is not obstructed in carrying out its work and that no delays occur. The client must ensure that all other third parties involved in the work, or the client itself, carry out all preparatory actions so that Bäderwerkstatt can perform its work without impediment.

If site-related impediments exist, Bäderwerkstatt is not bound by any deadlines and further reserves the right to notify, or where verifiable to claim directly, any additional expenses arising from the delay, independent of the content of the offer.

5.5 If Bäderwerkstatt is commissioned to repair an existing bathroom fixture or an existing heating or sanitary installation (repair order) and the item cannot be repaired because either access to the item was culpably not granted at the agreed time, or the fault/defect could not be found despite compliance with generally recognised technical standards, or cannot be economically remedied following consultation with the client, the client is obliged to reimburse Bäderwerkstatt for the expenses incurred, unless the impossibility of the repair falls within Bäderwerkstatt's area of responsibility or risk.

6 Shipping and Transfer of Risk

6.1 Delivery of goods is generally made from the registered office of Bäderwerkstatt in Neustadt/WN (place of performance). Anything else applies only by corresponding agreement.

6.2 If the goods are shipped to another location by agreement or in coordination with the contracting party, the contracting party bears all costs thereby incurred, in particular the carrier's fee, unless expressly agreed otherwise in writing. Bäderwerkstatt is free to choose the shipping route and carrier. Transport damage must be reported by the contracting party immediately upon receipt of the goods, in writing, with a description of the damage. Insurance of the goods during transport, for loss or, in particular for sanitary items, for breakage, is arranged at the customer's express request and at the customer's cost and expense.

6.3 The following provisions additionally apply to businesses:

6.3.1 In the case of a sale involving dispatch, shipping and transport are at the risk of the contracting party. This also applies to drop shipments as well as to the return of goods and empty containers. The transfer of risk occurs upon handover of the goods to the carrier performing the transport.

6.3.2 Delivery to the customer's premises requires an express written agreement. In such cases, risk also passes to the contracting party for partial deliveries once the goods have arrived at the agreed destination ready for unloading.

The customer must then ensure that delivery on site is possible and that appropriate arrangements have been made in every respect for unloading the goods.

7 Deviations Relating to Products

In respect of all offers, we point out that the following applies to all offers in which products are offered that were the subject of brochures, catalogues or online images:

All images may, in reality, involve deviations which, where they are product-specific, do not constitute defects and do not give rise to any warranty claim.

Bäderwerkstatt is therefore not liable if such images deviate from reality and do not correspond to the client's expectations.

If the customer attaches importance to seeing the products beforehand in the original, Bäderwerkstatt can arrange corresponding samples on request, or agree with the client where a viewing may be possible. Subsequent complaints will not be accepted.

8 Retention of Title

In particular, in the contractual relationship with businesses, the following applies:

8.1 All delivered goods remain the property of Bäderwerkstatt until full payment of all present and future claims, ancillary claims arising from the contract and from ongoing business relationships.

8.2 In the course of its ordinary business operations, and as long as it is not in default, the contracting party is entitled to resell, process, combine with other items, or otherwise install the goods delivered by Bäderwerkstatt (goods subject to retention of title). Any other disposal of the goods subject to retention of title is not permitted. In particular, the contracting party is not permitted to assign the goods subject to retention of title to third parties as security or to pledge them prior to full payment of the secured claim. It is obliged to safeguard Bäderwerkstatt's rights in every respect, including in the event of resale. In the event of any seizure affecting goods subject to retention of title delivered by Bäderwerkstatt, Bäderwerkstatt must be informed immediately.

8.3 The contractor hereby directly assigns to Bäderwerkstatt all claims arising from the resale and processing of goods delivered by Bäderwerkstatt. This applies until the goods have been paid for in full. In case of doubt, the contracting party must ensure that, in the event of resale, all payment claims are transferred to Bäderwerkstatt.

8.4 If the goods delivered by Bäderwerkstatt are transferred to a third party by the contracting party together with other goods not delivered by Bäderwerkstatt, or as a result of processing, for a total price, the claim from that transaction is assigned to Bäderwerkstatt on a pro-rata basis in the amount of the invoice value of the respective goods subject to retention of title that were sold.

8.5 If the contracting party does not pay the purchase price when due, Bäderwerkstatt is entitled, in accordance with statutory provisions, to withdraw from the contract or to demand return of the goods on the basis of the retention of title. Return of the goods does not automatically constitute withdrawal from the contract. Bäderwerkstatt is entitled to demand return of the goods while reserving the right to withdraw from the contract.

After withdrawal, Bäderwerkstatt may sell the goods in the ordinary course of business and offset the proceeds of sale, less the costs of realisation, against the contracting party's outstanding claim. In such a case, Bäderwerkstatt will set the customer a reasonable deadline for payment before realising the goods.

8.6 Bäderwerkstatt is entitled to notify the contracting party's customer at any time of the assertion of all rights arising from the retention of title.

9 Defect Claims

9.1 The contracting party's rights in the event of material and legal defects are governed by the statutory provisions, subject to the following further details.

9.2 Based on the descriptions set out under item 7, the following additionally applies:

If deviations arise in this respect, the contracting party's claims for defects cannot be asserted on these grounds and are excluded. This applies in particular where the goods are suitable for the use intended under the contract and for ordinary use, and therefore have the quality customary for comparable deliveries.

9.3 Bäderwerkstatt is not liable for improper use of the delivered goods.

If the contracting party is a business and the provisions of Sections 377 et seq. of the German Commercial Code (HGB) apply to the contract, the contracting party must, notwithstanding any samples previously sent, carefully inspect the delivered goods for completeness and proper condition immediately upon receipt. The delivery of goods can no longer be complained about if a defect notice was not given within five working days of delivery of the goods. If a defect was not identifiable, a defect notice must be given no later than five days after the defect could reasonably have been identified. The defect notice must be given to Bäderwerkstatt in writing or electronically.

A corresponding duty to inspect and give notice also applies to consumers and non-traders, whereby the defect notice must be given within two weeks of discovery or identifiability. The duty to give notice applies not only to quality but also to quantity.

9.4 Bäderwerkstatt generally provides advice and, on a non-binding basis, also planning for heating installations, heating systems and energy sources as part of carrying out the work. Advice is binding only to the extent that Bäderwerkstatt vouches for the performance capability of the delivered products based on the technical description. Beyond this, Bäderwerkstatt assumes no responsibility for the energy efficiency, sustainability or suitability of the delivered products in the field of heating and air-conditioning technology for the client's needs. The client is advised to additionally engage an energy consultant if they wish to gain clarity regarding these aspects. The same applies where funding opportunities exist in connection with various heating systems.

All related advice and statements provided by Bäderwerkstatt are non-binding and do not give rise to any legal claim of any kind. Here too, engaging an energy consultant is recommended.

9.5 Various maintenance intervals apply to all heating systems. When installing systems, Bäderwerkstatt indicates which maintenance intervals apply. Unless Bäderwerkstatt has been commissioned with maintenance work as part of the original order, Bäderwerkstatt generally accepts no liability if the customer fails to have the heating systems properly maintained.

Please note that failure to carry out maintenance may, among other things, result in the loss of warranty and guarantee claims against the manufacturer.

9.6 In all other respects, the customer is entitled to all warranty and remedy rights under the statutory provisions.

If Bäderwerkstatt incurs additional expense due to the necessary removal and reinstallation of work carried out by other trades, Bäderwerkstatt will only bear these costs if it is at fault within the scope of the warranty. This applies in any case to traders and businesses, and to consumers to the extent permitted by law.

10 Liability for Damages

10.1 Bäderwerkstatt is liable, in accordance with statutory provisions, for all damages arising from injury to life, body or health caused by Bäderwerkstatt or its vicarious agents. In all other respects, Bäderwerkstatt's liability for breach of duty and contractual liability is limited to intent and gross negligence. This limitation of liability does not apply where and to the extent that a breach of a contractual duty by Bäderwerkstatt jeopardises the achievement of the purpose of the contract and constitutes a material contractual duty, such that the limitation of liability would restrict rights material to the contract that are of essential importance to the contracting party. This is the case where the limitation of liability would affect rights of the contracting party that the contract, by its purpose and content, specifically grants, or whose fulfilment first makes the proper performance of the contract possible at all, and on whose observance a contracting party may regularly rely and does rely.

10.2 A limitation of liability applies towards consumers to the extent that it is limited to the typically foreseeable damage that Bäderwerkstatt had to expect at the time of conclusion of the contract, based on the circumstances known to it at that time.

Towards businesses, the limitation of liability for ordinary and gross negligence, subject to the above items, is limited such that no liability is assumed towards businesses for economic success, lost profit, indirect damages, consequential damages arising from defects, or damages arising from third-party claims.

10.3 Any further liability is excluded regardless of the legal grounds, unless Bäderwerkstatt has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods.

None of the foregoing provisions is associated with a reversal of the burden of proof to the detriment of the contracting party.

11 Limitation Period

11.1 With regard to the warranty period, businesses' claims for defects, with the exception of those arising from injury to life, body or health, or from intent or gross negligence, become time-barred one year after delivery of the goods to the contracting party. Consumers' claims for defects, with the exception of those arising from injury to life, body or health, or from intent or gross negligence, become time-barred two years after delivery to the contracting party. The statutory provisions on limitation periods for construction-related work, for fraudulent concealment by the seller, for third-party claims for return of goods, and for claims in the course of supplier recourse upon final delivery to the consumer remain unaffected.

11.2 Other claims for damages against Bäderwerkstatt, regardless of legal grounds, but excluding those arising from injury to life, body or health or from gross negligence, become time-barred, insofar as they are not claims for defects, within two years from the statutory commencement of the limitation period.

11.3 All works are deemed complete upon Bäderwerkstatt's notice of completion. In case of doubt, acceptance is deemed to have taken place at the latest upon commissioning by the customer. A formal acceptance procedure only takes place if this has been agreed as such in the contractual arrangement between Bäderwerkstatt and the contracting party.

12 Other Provisions / Consumer Regulations

12.1 By way of exception to the above items, the following applies to consumers:

12.2 Prices

If the contracting party is a consumer, a right to price adjustment in the event of cost changes exists only for contracts with an agreed delivery period of more than four months. If the increase amounts to more than 5% of the agreed price, the contracting party, if a consumer, is entitled to withdraw from the contract.

12.3 Transfer of Risk

In the case of a sale involving dispatch in which a consumer is party to the contract, the risk of accidental loss, accidental damage or accidental destruction of the delivered goods only passes upon handover of the item to the contracting party or their representative. Handover is deemed to have occurred where the contracting party or their representative is in default of acceptance.

12.4 With regard to retention of title, the following provisions apply to consumers:

12.4.1 All delivered goods remain the property of Bäderwerkstatt until the amount owed, including ancillary claims, has been paid. If the goods are mixed, blended or combined with other items not owned by Bäderwerkstatt, Bäderwerkstatt acquires co-ownership of the new item in proportion to the quantity of goods delivered by Bäderwerkstatt relative to the goods not owned by Bäderwerkstatt with which the mixing, blending or combination took place.

12.4.2 In the event of seizure or third-party access to the goods, the contracting party must notify Bäderwerkstatt in writing without delay.

12.5 The right of possession on the part of the contracting party lapses if it fails to fulfil its obligations arising from the delivery. In the event of such conduct in breach of contract (in particular default of payment), Bäderwerkstatt has the right to assert the retention of title. If Bäderwerkstatt exercises this right, this is only deemed to constitute withdrawal from the contract if Bäderwerkstatt has expressly declared such withdrawal.

Realisation of the goods may then take place, and the proceeds of realisation, less the costs of realisation, may be offset.

13 Right of Withdrawal for Consumers

13.1 If the customer is a consumer, they have the right, where a contract has been concluded by means of distance communication, to withdraw their contractual declaration within 14 days without giving reasons. The withdrawal period is 14 days from the day the contract is concluded (order confirmation by Bäderwerkstatt). To exercise the right of withdrawal, die Bäderwerkstatt GmbH, Innere Flosser Straße 6, 92660 Neustadt, email address: info@baederwerkstatt-new.de, must be informed by means of a clear statement (e.g. a letter sent by post or an email) of the decision to withdraw from this contract. The customer may use the model withdrawal form under item 13.4, although this is not mandatory. To meet the withdrawal deadline, it is sufficient for the consumer to send notice of the exercise of the right of withdrawal before the withdrawal period has expired.

13.2 Consequences of Withdrawal

If the contract is withdrawn from, Bäderwerkstatt must repay all payments received from the customer, including delivery costs, without undue delay and at the latest within 14 days of the day on which notice of withdrawal from this contract was received by Bäderwerkstatt. For this repayment, Bäderwerkstatt will use the same means of payment used for the original transaction.

If the customer has requested that Bäderwerkstatt begin providing services during the withdrawal period, the customer must pay Bäderwerkstatt a reasonable amount corresponding to the proportion of services already provided up to the point at which the customer notified Bäderwerkstatt of the exercise of the right of withdrawal in relation to the total scope of services provided for in the contract.

13.3 The right of withdrawal lapses in the case of a contract for the supply of services if Bäderwerkstatt has begun performing the contract after the customer has given express consent for performance of the contract to begin before the withdrawal period has expired, and the customer has confirmed their awareness that, by giving such consent, they lose their right of withdrawal once performance of the contract has begun.

13.4 As the provider, we inform you of the model withdrawal form in accordance with statutory requirements as follows:

Model Withdrawal Form

(If you wish to withdraw from the contract, please complete this form and send it back to Bäderwerkstatt.)

To:

die Bäderwerkstatt GmbH

Innere Flosser Straße 6, 92660 Neustadt/WN

info@baederwerkstatt-new.de

Tel. 09602 9391230

I/We hereby give notice that I/we withdraw from my/our contract for the provision of the following service or supply of the following goods:

Ordered on/received on ________________________________

Name of consumer(s): ________________________________

Address of consumer(s): __________________________________

Date, place: __________________________________

Signature of consumer(s): _____________________________________

Please delete as applicable

End of withdrawal instructions

14 Data Protection

Bäderwerkstatt processes the customer's personal and company-related data in accordance with the current privacy policy, which always forms an integral part of these terms and conditions in the version legally in force at the relevant time.

15 Application of VOB in Legal Transactions

All contracts entered into by Bäderwerkstatt are, in principle, concluded under the rules of the German Civil Code (BGB). The provisions of the VOB (German Construction Contract Procedures) apply only if an agreement on the VOB has been expressly made between the parties, or if individual VOB provisions have been individually agreed as part of the contractual relationship.

Where provisions of the VOB not expressly agreed in this way conflict with the provisions contained in these general terms and conditions, in case of doubt, and unless the VOB has been expressly agreed, the provisions of these general terms and conditions take precedence, in addition to and alongside the provisions of the VOB.

16 Place of Jurisdiction / Applicable Law

17.1 These general terms and conditions and all legal relationships between Bäderwerkstatt and the contracting party are governed exclusively by the law of the Federal Republic of Germany.

17.2 The place of performance for all of Bäderwerkstatt's obligations is determined by these general terms and conditions. For deliveries of goods, this is Bäderwerkstatt's location; for all services, it is the location at which the service was performed.

17.3 The exclusive place of jurisdiction for all disputes arising from and in connection with the respective contract is the registered office of Bäderwerkstatt in 92660 Neustadt/WN, if the contracting party is a merchant or a legal entity under public law.

17.4 Should individual provisions of these general terms and conditions be or become invalid, the validity of the remaining provisions shall not be affected. In such a case, the parties undertake to replace the invalid provisions, or the invalid part of such provisions, with a valid provision that comes as close as possible to the invalid provisions in substance. This applies correspondingly to provisions of these general terms and conditions that are factually impracticable.