Terms and Conditions

1. General

1.1. These Terms and Conditions ("Terms") apply to all deliveries, services, and offers provided by KOMPO North America Inc. ("we," "our," or "us") to our customers ("Customer"). They are an integral part of all contracts concluded between us and the Customer concerning the deliveries or services we offer. These Terms also apply to all future business relations, even if not expressly agreed upon again.

1.2. We do not acknowledge any terms and conditions of the Customer that conflict with or deviate from our Terms, unless we have expressly agreed to their validity in writing. Our Terms shall also apply if we execute delivery to the Customer without reservation, being aware of terms and conditions of the Customer that conflict with or deviate from our Terms.

2. Offer and Conclusion of Contract

2.1. Our offers are subject to change and non-binding unless expressly marked as binding or containing a specific acceptance period.

2.2. The legal relationship between us and the Customer is governed solely by the written contract, including these Terms. This fully reflects all agreements between the contracting parties on the subject matter of the contract. Verbal promises made by us prior to the conclusion of this contract are not legally binding, and verbal agreements between the contracting parties are replaced by the written contract, unless it is expressly stated in each case that they continue to be binding.

3. Prices and Payment Terms

3.1. Prices are ex-works and exclude packaging, freight, postage, insurance, and other shipping costs, which are charged separately. Value-added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.

3.2. If the agreed prices are based on our list prices and the delivery is to be made more than three months after the conclusion of the contract, our list prices valid at the time of delivery shall apply (in each case less any agreed percentage or fixed discount).

3.3. Invoice amounts are to be paid within 30 days without any deduction, unless otherwise agreed in writing. The date of receipt by us is decisive for the date of payment. If the Customer fails to make payment when due, the outstanding amounts shall bear interest from the due date at 9% above the base rate per annum; the right to claim higher interest and further damages in the event of default remains unaffected.

4. Delivery and Delivery Time

4.1. Deliveries are made ex-works. Deadlines and dates for deliveries and services promised by us are always approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier, or other third party commissioned with the transport.

4.2. We may – without prejudice to our rights arising from default by the Customer – demand from the Customer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period during which the Customer fails to meet its contractual obligations to us.

4.3. We are not liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time of the conclusion of the contract (e.g., operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, shortages of labor, energy, or raw materials, difficulties in obtaining necessary official permits, official measures, or the failure of suppliers to deliver or to deliver correctly or on time) for which we are not responsible.

5. Warranty and Liability

5.1. The warranty period is one year from delivery or, if acceptance is required, from acceptance.

5.2. The delivered items must be carefully inspected immediately after delivery to the Customer or to the third party designated by the Customer. They are deemed to have been approved if we do not receive a written notice of defects with regard to obvious defects or other defects that were recognizable during an immediate, careful inspection within seven working days after delivery of the delivery item, or otherwise within seven working days after the discovery of the defect or any earlier point in time at which the defect was recognizable for the Customer during normal use of the delivery item without closer inspection.

5.3. In the event of material defects of the delivered items, we are initially obliged and entitled to rectify the defect or make a replacement delivery at our discretion within a reasonable period. In the event of failure, i.e., impossibility, unreasonableness, refusal, or unreasonable delay of the rectification or replacement delivery, the Customer may withdraw from the contract or reduce the purchase price appropriately.

5.4. Our liability for damages, regardless of the legal basis, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of obligations during contract negotiations, and tort, is limited in accordance with this Section 5, insofar as fault is relevant in each case.

5.5. We are not liable in the event of simple negligence by our organs, legal representatives, employees, or other vicarious agents, insofar as it does not concern a breach of essential contractual obligations. Essential to the contract are the obligation to deliver and install the delivery item on time, its freedom from defects of title as well as such material defects that impair its functionality or usability more than insignificantly, as well as advisory, protection, and custody obligations that are intended to enable the Customer to use the delivery item in accordance with the contract or to protect the life and limb of the Customer's personnel or to protect the Customer's property from significant damage.

5.6. Insofar as we are liable for damages on the merits in accordance with Section 5.5, this liability is limited to damages that we foresaw