• All deliveries, services, and offers from ECH Elektrochemie Halle GmbH, hereinafter referred to as "ECH," are subject exclusively to these terms and conditions. These terms and conditions also apply to all future business relationships, even if they are not expressly agreed upon again. These terms and conditions are deemed accepted upon receipt of the goods or services.
   
• Other agreements are only binding after written consent by ECH.

• ECH's offers are subject to change and non-binding. Acceptance declarations and all orders require written or electronic confirmation from ECH to be legally valid. The same applies to additions, amendments, or supplementary agreements. 
   
• Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing. 
   
• ECH employees are not authorized to make any oral side agreements or give any oral assurances that go beyond the content of the written contract.

• Unless otherwise stated, the seller is bound by the prices contained in its offers for 30 days from the date thereof. The prices stated in the order confirmation from ECH, plus the applicable statutory value-added tax, are binding. Additional deliveries and services will be invoiced separately.
   
• Prices are quoted in Euros, ex-works, excluding packaging.

• Delivery dates or deadlines are binding only if they have been expressly designated as binding in writing by both the buyer and ECH. Otherwise, all delivery dates and deadlines are non-binding.
   
• ECH shall not be liable for delays in delivery or performance due to force majeure or events that significantly impede or render delivery impossible – including, but not limited to, strikes, lockouts, and official orders, even if these occur at ECH's suppliers or their subcontractors – even if delivery dates and deadlines have been contractually agreed upon. Such events entitle ECH to postpone delivery or performance for the duration of the impediment plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion.
   
• If the impediment lasts longer than three months, the buyer is entitled, after granting a reasonable grace period, to withdraw from the contract with respect to the unfulfilled portion. If the delivery time is extended or ECH is released from its obligations, the buyer cannot derive any claims for damages from this. ECH can only invoke the aforementioned circumstances if it informs the buyer without undue delay.
   
• If ECH is responsible for failing to meet binding deadlines and dates or is in default, the buyer is entitled to default compensation of 0.5% for each completed week of delay, but not exceeding a total of 5% of the invoice value of the deliveries and services affected by the delay. Further claims are excluded unless the delay is due to at least gross negligence on the part of ECH.
   
• ECH is entitled to make partial deliveries and provide partial services at any time.

The risk passes to the seller as soon as the shipment has been handed over to the person carrying out the transport or has left ECH's warehouse for shipment. If shipment becomes impossible through no fault of ECH, the risk passes to the buyer upon notification of readiness for shipment.

• Until all claims (including all outstanding balances from current accounts) to which ECH is entitled against the buyer now or in the future for any legal reason are satisfied, ECH shall be granted the following securities, which it will release at its discretion upon request, insofar as their value sustainably exceeds the claims by more than 20%.
   
• The goods remain the property of ECH. Processing or transformation is always carried out for ECH as the manufacturer, but without any obligation on its part. If ECH's (co-)ownership is extinguished by combination, it is hereby agreed that the buyer's (co-)ownership of the resulting item is transferred to ECH in proportion to its value (invoice value). The buyer shall hold ECH's (co-)ownership in trust free of charge. Goods to which ECH has (co-)ownership are hereinafter referred to as reserved goods.
   
• The buyer is entitled to process and resell the goods subject to retention of title in the ordinary course of business, provided he is not in default. Pledging or assigning the goods as security is prohibited. The buyer hereby assigns to ECH, as security, all claims arising from the resale or any other legal basis (insurance, tort) relating to the goods subject to retention of title (including all balance claims from current accounts). ECH revocably authorizes the buyer to collect the assigned claims on ECH's behalf and in his own name. This authorization to collect may only be revoked if the buyer fails to meet his payment obligations properly.
   
• In the event of third-party access to the goods subject to retention of title, the buyer shall point out ECH's ownership and notify ECH immediately.
   
• In the event of a breach of contract by the buyer – in particular, default of payment – ​​ECH is entitled to take back the goods subject to retention of title or, if applicable, to demand assignment of the buyer's claims for surrender against third parties. The taking back or seizure of the goods subject to retention of title by the seller does not constitute a withdrawal from the contract – unless the Installment Sales Act applies.

• ECH guarantees that the products sold are free from material and manufacturing defects at the time of delivery and possess the contractually agreed-upon characteristics. The warranty period is 12 months for spare parts, repairs, and replacement deliveries.
   
• The warranty period begins on the delivery date. If operating or maintenance instructions from ECH are not followed, modifications are made to the products, parts are replaced, or consumables are used that do not conform to the original specifications, all warranty claims are void unless the buyer refutes a corresponding substantiated claim that one of these circumstances caused the defect.
   
• The buyer must inspect the delivered goods immediately upon delivery. If a defect is discovered, it must be reported to ECH immediately, and at the latest within one week of dispatch of the goods. To remedy the defect, ECH may, at its discretion, either keep the goods available for repair at the installation site or return them to ECH.
   
• Liability for normal wear and tear is excluded. Warranty claims against ECH are only valid for the original purchaser and are not transferable. The preceding paragraphs constitute the complete warranty for the products and exclude all other warranty claims of any kind. This does not apply to claims for damages arising from guarantees of quality intended to protect the buyer against the risk of consequential damages.
   
• ECH undertakes, at its own discretion, to repair defective products or replace them with defect-free products. All repair costs, including necessary spare parts, travel and transport costs to the delivery location, and expenses, will be borne by ECH in the event of a warranty claim. If the buyer requests that warranty work be carried out at a location specified by the buyer, ECH may comply with this request, whereby parts covered by the warranty will not be charged, while labor and travel expenses will be charged at ECH's standard rates. The buyer shall grant ECH the time and opportunity reasonably required, at ECH's discretion, to remedy any defects. If the buyer refuses to do so, ECH is released from its warranty obligations.
   
• If the rectification fails within a reasonable period, the buyer retains the right to demand a reduction of the purchase price or, if no agreement is reached between ECH and the buyer regarding the reduction, to withdraw from the relevant delivery contract free of charge.
   
• Any warranty is excluded if the buyer or a third party makes any changes or repairs to the goods after they have been sent, or if the goods are handled improperly.

• Unless otherwise agreed, ECH invoices are payable without deduction 30 days after the invoice date. Notwithstanding any contrary instructions from the buyer, ECH is entitled to apply payments first to the buyer's older debts and will inform the buyer of the allocation of the payment. If costs and interest have already accrued, ECH is entitled to apply the payment first to the costs, then to the interest, and finally to the principal. 
   
• A payment is only considered complete when the seller has access to the funds. In the case of checks, payment is only considered complete when the check has cleared.
   
• If the buyer defaults on payment, ECH is entitled to charge interest from the date of default at the rate charged by commercial banks for overdraft facilities, plus statutory VAT. A lower rate will apply if the buyer proves a lower cost of borrowing.
   
• If ECH becomes aware of circumstances that call into question the buyer's creditworthiness, in particular if a check is dishonored or payments are suspended, or if ECH becomes aware of other circumstances that call into question the buyer's creditworthiness, ECH is entitled to demand immediate payment of the entire outstanding balance, even if checks have been accepted. In this case, ECH is also entitled to demand advance payments and security.
   
• The buyer is only entitled to set-off, retention, or reduction, even if defects are claimed or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the buyer is also entitled to retention due to counterclaims arising from the same contractual relationship.

Claims for damages arising from breach of contract, negligence in the formation of the contract, and tort are excluded against both ECH and its agents and subcontractors, unless the damage was caused intentionally or by gross negligence. This also applies to claims for damages due to non-performance, but only insofar as compensation is sought for indirect or consequential damages, unless the liability is based on a warranty intended to protect the buyer against the risk of such damages. All liability is limited to damages foreseeable at the time of contract formation.

ECH reserves the right to make design changes at any time; however, it is not obliged to make such changes to products that have already been delivered.

In the event of an infringement of industrial property rights or copyrights in the Federal Republic of Germany by a product supplied by ECH, the buyer shall immediately notify ECH in writing. In this case, ECH alone is entitled and obligated to defend the buyer against claims of such rights and to settle these claims at its own expense, insofar as they are based on the direct infringement by a product supplied by ECH. ECH will then, in principle, procure for the buyer the right to use the product. If this is not possible for ECH under economically reasonable conditions, ECH will, at its own discretion, either modify or replace the product in such a way that the intellectual property right is not infringed, or take back the product and refund the purchase price less an amount taking into account the lost opportunity for use, which is limited to the foreseeable damage. Conversely, the buyer shall defend and indemnify ECH against all claims of the holder of such rights arising from ECH following the buyer's instructions or from the buyer modifying or integrating the product into a system.

Other agreements are only binding upon written confirmation by ECH. The purchaser is subject to the same liability for damages as the supplier. The purchaser is obligated to use the deliveries or services in such a way that the rights of third parties are not infringed.

• These terms and conditions and all legal relations between ECH and the buyer are governed by the law of the Federal Republic of Germany.
   
• The sole place of jurisdiction is Halle/Saale, Germany.

The contract and the general terms and conditions of delivery and payment remain binding in all other respects even if individual clauses are legally invalid. In the event of the invalidity of individual terms and conditions, adjustments will be made to terms and conditions otherwise customary in business transactions, based on the principles of fairness and reasonableness. This does not apply if upholding the contract would constitute an unreasonable hardship for one of the parties.