GENERAL TERMS AND CONDITIONS of EFAFLEX Tor- und Sicherheitssysteme GmbH & Co. KG

Last updated: July 2025

§ 1 Validity

(1) All deliveries, services and offers of EFAFLEX Tor- und Sicherheitssysteme GmbH & Co. KG (hereinafter the “Seller”) are subject exclusively to these General Terms and Conditions. They are a part of all contracts which the Seller concludes with its contractual partners (hereinafter also the “Client(s)”) concerning the delivered goods and the services provided. They apply also to all future deliveries, services provided or offers to the Client, even if they are not separately agreed upon again.

(2) Terms and conditions of the Client or of third parties do not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter which contains or refers to such terms and conditions of the Client or third parties, this shall not be construed as acceptance of the validity of said terms and conditions.

(3) In addition, the privacy policy of the Seller shall apply, which is available at: https://www.efaflex.com/privacy-policy/.

(4) In case of installation by the Seller, its general installation conditions shall apply, which is available at: https://www.efaflex.de/EFAFLEX_Montagebedingungen.

§ 2 Definition of terms

The following terms are used by the Seller:

(1) “Operator obligations”: The door system is used for commercial purposes. The operator of the door system is therefore subject to the legal obligations concerning occupational health and safety. The operator shall obtain information about the applicable occupational health and safety regulations and shall additionally perform a risk assessment in order to determine any dangers arising from the special working conditions at the place of use of the door system. The operator shall implement them in the form of instructions for use of the door system.

(2) “Basic construction”: Basic construction means all load-bearing, solid components of the door; this does not include any mobile (turning/sliding) parts as well as electrical components.

(3) “Operator”: Operator means the person who operates the door system for commercial or economic purposes or makes it available to a third party for use/application and who carries the legal product responsibility for the protection of the user, personnel or third parties during operation.

§ 3 Offer and contract conclusion

(1) All offers by the Seller shall be subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.

(2) Only the complete text of the contract, including these General Terms and Conditions, shall be relevant for the legal relationships between the Seller and the Client. The contract shall constitute the entire agreement between the contracting parties. Any verbal commitments by the Seller before conclusion of this contract shall be legally non-binding and any verbal agreements by the contracting parties shall be superseded by the written contract, unless expressly agreed otherwise by the contracting parties in each case.

(3) Any supplements and amendments to the agreements entered into, including these General Terms and Conditions, require the written form to become effective.

(4) Information provided by the Seller concerning the object of the delivery or the provision of services (e.g. weights, measures, values in use, maximum stress, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) shall only be approximately relevant, insofar as usability does not presuppose an exact match for the contractually intended purpose. They are not guaranteed quality features but descriptions or identifications of the delivery or provision of services. Deviations in accordance with normal commercial practice and deviations which are implemented due to legal provisions or which represent technical improvements as well as the replacement of components by equivalent parts are permissible insofar as they do not impair usability for the contractually intended purpose.

(5) The Seller retains the property or copyright to any offers and cost estimates issued as well as to any drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and aids made available to the Client. The Client must not make available these items to any third parties, both as such and with regard to their contents, and the Client or any third parties must not make them known, use or reproduce them without the express agreement of the Seller. The Client shall return these items on request of the Seller completely to the latter and shall destroy any copies made if they are no longer needed in the normal course of business or if negotiations do not result in the conclusion of a contract. The storage of data made available in electronic form for the purpose of usual data backup is excluded from this provision.

§ 4 Prices and payment

(1) Upon placement of an order, specific modes of payment are usually agreed which take priority; this shall also apply in particular for terms and conditions of delivery and currency information.

(2) The prices shall apply to the scope of delivery and service provision as specified in the order confirmations. Additional or special services will be invoiced separately. The prices are given in EUR ex works plus packaging, statutory value added tax and, in the case of export delivery, the export formalities in the European Union as well as fees and other public charges. Any import formalities including payment of customs duties shall always be borne by the recipient of the goods.

(3) Any invoices to be issued to the Seller shall be sent exclusively to invoice@efaflex.com. Invoices shall be compiled as PDF, X-invoice or ZugFeRD invoice and each invoice shall be sent in a separate email.

(4) Invoice amounts are payable within 30 days, without any deductions, unless agreed otherwise in writing. The authoritative date of payment is the date of receipt by the Seller. Payment by cheque is excluded unless separately agreed for individual cases. In case of default by the Client, interest shall accrue for the outstanding amounts starting from the due date at the applicable rate in accordance with Section 288 BGB [German Civil Code]; the assertion of higher interest and further damage in case of default shall remain unaffected.

(5) The set-off with counterclaims of the Client or the retention of payments due to such claims shall only be permissible insofar as the counterclaims are undisputed or legally established, or result from the same order under which the delivery in question has taken place.

(6) The Seller shall be entitled to implement or perform pending deliveries or service provisions only against pre-payment or security provision if, after conclusion of the contract, the Seller gains knowledge of any circumstances which substantially reduce the creditworthiness of the Client and which put at risk the payment of the outstanding claims of the Seller by the Client resulting from the respective contractual relationship (including from other individual orders for which the same framework contract is valid).

§ 5 Delivery and delivery time

(1) Deliveries shall be made ex works unless any other agreement has been made upon placing the order.

(2) Terms and dates for deliveries and service provisions promised by the Seller shall always apply only approximately unless a fixed term or a fixed date has been guaranteed or agreed. If shipping has been agreed, delivery terms and delivery dates shall refer to the time of handover to the transport operator, carrier or other third party assigned to perform the transport unless expressly stated otherwise by the Seller.

(3) The Seller can – without prejudice to its rights arising from default by the Client – demand from the Client an extension of the term set for delivery and service provision or a deferment of dates for delivery and service provision by the period during which the Client does not fulfil its contractual obligations towards the Seller.

(4) The Seller shall not be liable for impossibility of delivery or for delivery delays to the extent that they are due to force majeure or other events which were not foreseeable at the time of contract conclusion (e.g. operational interruptions of all kinds; difficulties procuring materials or energy; transport delays; strike; legal lockouts; lack of workers, energy or raw materials; difficulties procuring the necessary official approvals; pandemics or epidemics; official measures or failed, incorrect or delayed delivery by suppliers despite congruent coverage concluded by the Seller) and which are not attributable to the Seller. If such events make the delivery or service provision substantially more difficult or impossible for the Seller and the impediment is not merely temporary, the Seller shall be entitled to withdraw from the contract. In case of temporary impediments, the terms for delivery or service provision shall be extended or the dates for delivery or service provision shall be postponed by the period of impediment plus an appropriate starting period. Insofar as the Client cannot be expected to accept the delivery or service provision due to the delay, the Client can withdraw from the contract by means of an immediate written declaration issued to the Seller.

(5) If the Seller enters into default with a delivery or service provision or if a delivery or service provision becomes impossible, irrespective of the cause, the liability of the Seller shall be limited to the payment of damages in accordance with Section 9 of these General Terms and Conditions.

§ 6 Place of fulfilment, shipping, packaging, passing of risk, acceptance

(1) The place of fulfilment for all obligations from the contractual relationship shall be Bruckberg, unless agreed otherwise. If the Seller also owes the installation, the place of fulfilment shall be the location at which the installation is to be carried out.

(2) The mode of shipping and the packaging shall be subject to the Seller’s best judgement.

(3) If shipping of the goods has been agreed and transport or installation is not being performed by the Seller, the risk shall pass to the Client at the latest upon handover of the delivery item (with the start of the loading procedure being relevant) to the carrier, transport operator or other third party assigned for shipment. If shipping or handover is delayed due to a circumstance attributable to the Client, the risk shall pass to the Client starting on the day on which the delivery item is ready for shipping and the Seller has indicated this to the Client.

(4) Any storage costs incurred after the passing of risk shall be borne by the Client. In case of storage by the Seller, the storage costs shall be EUR 50.00 per door and week passed. This shall apply in particular also in case of doors completed in time whose delivery is delayed for reasons not attributable to the Seller. Assertion and proof of additional or lesser storage costs are reserved.

(5) The shipment shall be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks only if expressly requested by the Client and at the latter’s expense.

(6) Insofar as an acceptance in accordance with construction law is required, the regulations of the VOB/B [General Contractual Conditions for the Performance of Construction Work] and/or the BGB shall apply. If a purchase item is to be accepted, it shall be considered accepted once the delivery and, provided that the Seller also owes the installation, the installation have been completed.

§ 7 Warranty, material defects

(1) The warranty period results from the respective contract type and/or individual regulations and shall start upon delivery or, insofar as an acceptance is required, upon acceptance.

This period shall not apply to claims for damages of the Client resulting from the loss of life, physical injury or the impairment of health or from intentional or grossly negligent breaches of obligations by the Seller or its vicarious agents, which shall become statute-barred in accordance with the applicable legal provisions.

(2) The delivered items shall be carefully inspected without delay after delivery to the Client or to a third party assigned by the Client. They shall be deemed approved by the Buyer with regard to obvious or other defects which would have been detectable upon immediate careful inspection if the Seller does not receive a written notice of defect within a reasonable period following delivery. Regarding other defects, the delivery items shall be deemed approved by the Client if the notice of defect is not received by the Seller within a reasonable period following the date on which the defect was found; if the defect was already obvious at an earlier date during normal use, this earlier date shall be relevant for the start of the notice period, however. Upon request of the Seller, an objectionable delivery item shall be sent back freight paid to the Seller. In case of a justified notice of defect, the Seller shall reimburse the costs of the cheapest shipping option; this shall not apply insofar as the costs increase because the delivery item is located in another place than the place of intended use.

(3) In case of material defects of the delivered articles, the Seller shall be obligated and entitled to rework or replacement according to its own choice, which shall be made within a reasonable period. In case of failure, i.e. impossibility, unsuitability, refusal or unreasonable delay of rework or replacement, the Client can withdraw from the contract or can reasonably reduce the purchase price.

(4) If a defect is attributable to the Seller, the Client can demand the payment of damages under the conditions specified in Section 8.

(5) In case of a defect of components from other manufacturers which the Seller cannot eliminate for licensing or practical reasons, the Seller will, at its own choice, either assert its warranty claims against the manufacturers and suppliers on account of the Client or cede them to the Client. Warranty claims against the Seller shall arise in case of such defects under the other conditions and in accordance with these General Terms and Conditions only if the judicial enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or does not offer any prospect of success, e.g. due to an insolvency. During ongoing litigation, the limitation of time of the relevant warranty claims of the Client against the Seller is suspended.

(6) The warranty shall be void if the Client, without the consent of the Seller, modifies the delivery item or has it modified by any third party and remedy of the defect thus becomes impossible or is made unreasonably more difficult. In any case, the Client shall bear the additional costs of remedy of the defect resulting from the modification. (7) If the delivery of used items is agreed with the Client in individual cases, any warranty regarding material defects is excluded.

§ 8 Property rights

(1) In accordance with this Section 8, the Seller vouches for the fact that the delivery item is free of any commercial property rights or copyrights of third parties. Each contracting party will inform the other contracting party in writing without delay if claims are raised against it regarding the infringement of such rights.

(2) In case the delivery item infringes on a commercial property right or copyright of a third party, the Seller will, at its own choice and expense, modify the delivery item in such a way or replace it so that no rights of third parties are infringed any more but the delivery item, however, continues to fulfil the contractually agreed functions, or will obtain the right of use for the Client by concluding a licence contract with the third party. If the Seller does not succeed in doing so within an appropriate period, the Client shall be entitled to withdraw from the contract or to reasonably reduce the purchase price. Any claims for damages of the Client are subject to the restrictions of Section 9 of these General Terms and Conditions.

(3) In case of infringements of rights by products of other manufacturers delivered by the Seller, the Seller will, at its own choice, either assert its claims against the manufacturers and upstream suppliers on account of the Client or cede them to the Client. Claims against the Seller shall arise in these cases and in accordance with this Section 8 only if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or does not offer any prospect of success, e.g. due to an insolvency.

§ 9 Liability for payment of damages based on fault

(1) The liability of the Seller for payment of damages, irrespective of the legal basis, in particular due to impossibility, default, unsatisfactory or incorrect delivery, breach of contract, violation of obligations during contract negotiations and tort, shall be restricted in accordance with this Section 9 insofar as based on fault.

(2) The Seller shall not be liable in case of simple negligence of its bodies, legal representatives, employees or other vicarious agents insofar as no essential contractual obligations have been violated. Essential to the contract are the obligation of timely delivery and installation of the delivery item, its freedom from defects of title as well as such material defects which impair its operability or usability more than only insignificantly, as well as consulting, protection and care obligations which are supposed to enable the contractual use of the delivery item or are intended to protect life and limb of the Client’s personnel or to protect the property of the latter against substantial damage.

(3) Insofar as the Seller is liable for damages in accordance with Section 9 (2), this liability shall be limited to damage, which the Seller should have foreseen upon contract conclusion as a possible consequence of a breach of contract or which the Seller would have had to foresee in application of the usual care. In addition, indirect damage and damage which is the consequence of defects of the delivery item can only be asserted insofar as such damage is to be expected if the delivery item is used as intended. The aforementioned regulations of this subsection (3) do not apply in case of intentional or grossly negligent behaviour of members of bodies or senior managers of the Seller.

(4) In case of liability for simple negligence, the obligation to indemnity of the Seller for material damages to property and consequential further financial damages is limited to an amount which shall be determined through litigation in accordance with Section 287 ZPO [German Code of Civil Procedure], even if it concerns a violation of substantial contractual obligations.

(5) The aforementioned disclaimers and limitations of liability shall apply to the same extent in favour of the bodies, legal representatives, employees and other vicarious agents of the Seller.

(6) Insofar as the Seller provides technical information or acts in an advisory role and this information or consultation is not part of its contractually agreed and owed scope of performance, this is done free of charge and with the exclusion of any liability.

(7) The restrictions of this Section 9 shall not apply to the liability of the Seller due to intentional acts, for guaranteed quality features, due to the loss of life, physical injury or the impairment of health or according to the German Product Liability Act.

§ 10 Reservation of title

(1) The reservation of title agreed hereinafter serves to secure all present and future claims of the Seller existing in each case against the Buyer from the supply relationship existing between the contracting parties.

(2) The goods supplied by the Seller to the Buyer shall remain the property of the Seller until the complete payment of all secured claims. The goods as well as the replacement goods as described in the following provisions covered by the reservation of title are hereinafter called “reserved goods”.

(3) The Client shall keep the reserved goods for the Seller free of charge.

(4) The Client shall be entitled to process and sell the reserved goods in the normal course of business until an enforcement event (subsection 9) arises. Pledging and security transfer are inadmissible.

(5) If the reserved goods are processed by the Client, it is agreed that the processing takes place in the name and on account of the Seller as the manufacturer and the Seller directly acquires the ownership or – if the processing takes place from materials of several owners or the value of the processed item is higher than the value of the reserved goods – the co-ownership (shared ownership) in the newly created item at the ratio of the value of the reserved goods to the value of the newly created item. If no such acquisition of ownership by the Seller occurs, the Client already now transfers its future ownership or co-ownership – at the aforementioned ratio – in the newly created item to the Seller as security. If the reserved goods are combined with other items into a single item or are mixed inseparably and if one of the items is to be considered the main item, so that the Seller or the Client acquires sole ownership, the party owning the main item will proportionately transfer co-ownership in the single item to the other party at the ratio specified in sentence 1.

(6) In case of resale of the reserved goods, the Client already now surrenders the resulting claim against the purchaser as security – in case of co-ownership of the Seller in the reserved goods proportionally corresponding to the co-owned share – to the Seller. The same shall apply to other claims which replace the reserved goods or otherwise arise concerning the reserved goods, e.g. insurance claims or tort claims in case of loss or destruction. The Seller revocably authorizes the Client to collect the claims surrendered to the Seller in the Client’s own name. The Seller may withdraw this collection authorization only in the case of an enforcement event.

(7) If third parties access the reserved goods, in particular by attachment, the Client will notify them of the ownership by the Seller without delay and will also inform the Seller about this in order to enable the Seller to assert its ownership rights. If the third party is unable to refund the Seller the court fees or out-of-court costs arising in this context, the Client shall be liable to the Seller for this.

(8) The Seller will release the reserved goods as well as the items or claims replacing them insofar as their value exceeds the amount of the secured claims by more than 50%. The Seller may choose which items shall be released accordingly.

(9) If the Seller withdraws from the contract due to behaviour of the Client contrary to the terms of the contract – in particular default of payment – (enforcement event), the Seller is entitled to demand the return of the reserved goods.

§ 11 Final provisions

(1) If the Client is a merchant, a legal entity under public law or a public-law special fund or does not have a general place of jurisdiction in the Federal Republic of Germany, then the place of jurisdiction for all potential disputes arising from the business relationship between the Seller and the Client shall be, at the choice of the Seller, Bruckberg or the domicile of the Client. For any legal action against the Seller, however, Bruckberg shall be the exclusive place of jurisdiction in these cases. Compelling legal provisions concerning exclusive places of jurisdiction remain unaffected by this provision.

(2) The relationships between the Seller and the Client are subject exclusively to the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply.

(3) Insofar as the provisions of the contract or these General Terms and Conditions contain any gaps, such legally effective provisions shall be considered agreed upon to fill these gaps which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions if they had known of the gap in the provisions.