1. General / Scope of Application

1. The following General Terms and Conditions apply to all legal relationships between DORMA-Glas GmbH, Max-Planck-Str. 33-45, 32107 Bad Salzuflen, Germany, and a contractual partner (hereinafter referred to as VP). These General Terms and Conditions can be viewed and printed at www.dorma-glas.com. On request, DORMA-Glas GmbH will also send them free of charge to the respective VP.
2. General terms and conditions of purchase or business of the VP deviating from these terms and conditions are only valid if DORMA-Glas GmbH has expressly agreed to their validity. The fulfilment of the contract by DORMA-Glas GmbH does not replace this written confirmation, even if it is made in knowledge of conflicting or deviating conditions of the VP.
3. The General Terms and Conditions apply exclusively to companies within the meaning of Section 14 of the German Civil Code (BGB), i.e. natural or legal persons or partnerships with legal capacity that acquire the goods or services for commercial or self-employed professional use, and to persons under public law and special funds under public law.
4. DORMA-Glas GmbH reserves its property and copyright exploitation rights to cost estimates, drawings and other documents (hereinafter referred to as "documents") without restriction. This also applies to documents that are described as "confidential". All of the provisions referred to in No. 1.4 may only be made available to third parties with the prior consent of DORMA-Glas GmbH and, if the order is not placed by the VP, must be returned to DORMA-Glas GmbH immediately and without being asked. The above provisions apply mutatis mutandis to documents of the VP; however, these may be made available to third parties to whom DORMA-Glas GmbH has lawfully transferred deliveries.
5. DORMA-Glas GmbH reserves the right to make customary design changes. Even data of DORMA-Glas GmbH products that are not provided with tolerances, such as those contained in the Internet presentation or catalogues and/or brochures of DORMA-Glas GmbH, are subject to customary and/or industry-standard production-related deviations and changes, in particular due to production conditions and related materials.
6. The catalogues and the data and information published on the Internet are constantly being revised. Descriptions, illustrations and drawings contained therein are non-binding and have neither the character of an indication of quality nor that of a declaration of guarantee.
7. DORMA-Glas GmbH is also entitled to procure the material for the entire order in the event of call-off orders or customer-related acceptance delays and to produce the entire order quantity immediately or to cover the entire order quantity. Any requests for changes by the VP can therefore no longer be taken into account after the order has been placed, unless this has been expressly agreed between DORMA-Glas GmbH and the VP.
8. Call-off orders must be called off and accepted in good time at the agreed time and in agreed partial quantities. In the case of call-off orders without agreement on duration, production lot sizes and acceptance dates, DORMA-Glas GmbH may demand a binding determination of acceptance no later than 2 months after order confirmation. If the VP does not comply with his obligation to accept within 3 weeks, DORMA-Glas GmbH is entitled to set a two-week final grace period and, after its fruitless expiry, to withdraw from the contract or to refuse delivery and to claim damages if the other legal requirements are met.

2. Conclusion of Contract/Amendments

1. The prices and terms of delivery are generally determined by individual contract. Unless otherwise specified, the following applies: The prices are ex-works (Incoterms 2010) plus the applicable VAT at the time the remuneration claim is due, but excluding the packaging. Packaging costs are to be borne by the VP and will be invoiced separately. If DORMA-Glas GmbH only refers to a list price at the time of conclusion of the contract, the price valid on the day of delivery and stated in the current DORMA-Glas GmbH price list shall apply.
2. Unless otherwise stipulated in the contract, DORMA-Glas GmbH is entitled to unilaterally increase the remuneration accordingly in the event of an increase in material production and/or material and/or product and/or service procurement costs, wage and ancillary wage costs, social security contributions as well as energy costs and costs due to environmental requirements, travel costs and/or currency regulations and/or changes in customs duties, and/or freight rates and/or public charges, if these production or procurement costs or costs of contractually agreed services directly or indirectly and if there are more than 4 months between the conclusion of the contract and delivery. An increase in the aforementioned sense is excluded to the extent that the cost increase in individual or all of the aforementioned factors is offset by a cost reduction in other of the aforementioned factors with regard to the total cost burden for the delivery (cost balancing). If the aforementioned cost factors are reduced without the cost reduction being offset by the increase in other of the aforementioned cost factors, the cost reduction must be passed on to the CP as part of a price reduction. If the new price or remuneration is 6% or more higher than the original price due to the aforementioned price adjustment right, the VP shall be entitled to withdraw from contracts that have not yet been fully fulfilled with regard to the part of the contract that has not yet been fulfilled. However, he can only assert this right immediately after notification of the increased price.
3. If DORMA-Glas GmbH has taken over the installation or installation and nothing to the contrary has been agreed, the VP shall bear all necessary ancillary costs such as travel and transport costs as well as triggers in addition to the agreed remuneration. If, at the request of the VP, services are performed outside the usual business hours of DORMA-Glas GmbH, e.g. after 6 p.m. or on Sundays or public holidays, the VP must additionally remunerate them according to the prices stated in the price list valid at the time of the service or - if a contractual agreement deviating from this has been made - according to the contractually agreed prices.
4. Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed.
5. The contractual relationship is only concluded upon confirmation of the order by DORMA-Glas GmbH. If this is not done, it is created by actual delivery with the content of the mutual agreements.
6. Minor changes and/or technical adaptations of the object of service to the state of the art in science and technology, improvements to the design or changes to materials or components are permissible without the consent of the VP if the owed properties are retained.
7. If, for reasons for which DORMA-Glas GmbH is not responsible, DORMA-Glas GmbH receives from the supply or service agreement with the VP for the performance of its owed contractual supply or service or deliveries or services of its subcontractors despite proper and sufficient coverage prior to the conclusion of the contract with the VP in accordance with the quantity and quality owed (congruent covering) If you do not do so, do not do it correctly or do not do so in time, or if events of force majeure of not inconsiderable duration (i.e. with a duration of more than 14 calendar days) occur, DORMA-Glas GmbH will inform the VP immediately in writing or in text form. In this case, DORMA-Glas GmbH is entitled to postpone the delivery for the duration of the hindrance or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled, insofar as DORMA-Glas GmbH has complied with the above obligation to provide information and has not assumed the procurement risk pursuant to § 276 BGB or a delivery guarantee. Force majeure includes strikes, lockouts, official interventions, shortages of energy and raw materials, transport bottlenecks or obstacles through no fault of their own, operational obstructions through no fault of their own — e.g. due to fire, water and engine damage — and all other obstructions which, from an objective point of view, have not been culpably caused by DORMA-Glas GmbH or its vicarious agents. If a delivery and/or performance date or a delivery and/or performance period has been bindingly agreed upon and the agreed date or deadline is exceeded due to events in accordance with the above provisions, the VP shall be entitled to withdraw from the contract after the fruitless expiry of a reasonable grace period on account of the part that has not yet been fulfilled. Further claims by the VP, in particular those for damages or reimbursement of expenses, are excluded in this case. The above provisions shall apply mutatis mutandis if, for the reasons stated in paragraph 1, it is objectively unreasonable for the customer to continue to adhere to the contract even without a contractual agreement on a fixed delivery date. 

3. Delivery / partial delivery

1. Partial deliveries are permissible as far as this is reasonable for the VP and will be invoiced separately.
2. Insofar as DORMA-Glas GmbH takes back goods in individual cases as a gesture of goodwill, which in any case requires the express prior written consent, a processing fee must be paid by the VP for this purpose, depending on the value of the goods and to be agreed in the individual case; in addition, the costs necessary for DORMA-Glas GmbH to restore remarketing are to be borne at their expense. DORMA-Glas GmbH will issue a credit note to the VP for the returned goods, taking these costs into account, and a cash refund is excluded. The VP shall be entitled to prove that DORMA-Glas GmbH has incurred no or only a small amount of expenditure as a result of the repossession.
3. The disposal of defective or removed (spare) parts is not part of the contractual services, unless otherwise agreed. In deviation from this, however, DORMA-Glas GmbH may, at its own discretion, only provide the (replacement) part against the return of the removed (replacement) part; in the latter case, the removed (replacement) part becomes the property of DORMA-Glas GmbH again.

4. Delivery time and delay

1. Compliance with deadlines for delivery by DORMA-Glas GmbH requires the timely receipt of all documents to be delivered by the VP, necessary approvals and approvals, in particular plans, as well as compliance with the agreed payment terms and other obligations by the VP. If the VP does not fulfil this obligation in time, DORMA-Glas GmbH's delivery periods shall be extended by the corresponding period between the contractually agreed due date of the VP's act and the fulfilment of the VP's obligations in arrears, unless DORMA-Glas GmbH is responsible for the delay. The deadlines shall be extended appropriately if the deadlines are not complied with due to one of the following circumstances:Virus or other attacks by third parties on the IT system of DORMA-Glas GmbH, insofar as these were carried out despite compliance with the usual care for protective measures, obstacles due to German, US and other applicable national, EU or international regulations of foreign trade law or due to other circumstances,  for which DORMA-Glas GmbH is not responsible.
2. The VP must declare within 7 calendar days at the request of DORMA-Glas GmbH whether he withdraws from the contract due to the delay in delivery or insists on delivery.
3. If, at the request of the VP, the shipment or delivery is delayed by more than one month after notification of readiness for shipment, DORMA-Glas GmbH shall be entitled to store the delivery items and to charge the VP storage fees in the amount of 0.5% of the net price of the delivery items, up to a maximum of 5% of the net price of the delivery items, for each additional month or part thereof. If DORMA-Glas GmbH stores the delivery items with third parties, DORMA-Glas GmbH can claim the storage costs actually incurred against the VP. In each case, the VP is free to prove that DORMA-Glas GmbH has suffered no or less damage. In addition, DORMA-Glas GmbH is entitled to the statutory rights. The above provisions in No. 4.4 shall also apply if the VP fails to make an agreed advance payment.

5. Terms of payment, default of payment, assignment, set-off

1. Unless otherwise agreed, the remuneration for the respective delivery or service is due and payable without deduction within 7 calendar days of receipt of goods or performance.
2. If the VP is in default of payment, DORMA-Glas GmbH may make all claims against him immediately due and refuse to provide further deliveries and services.
3. In the event of default, the VP shall bear all fees, costs and expenses incurred by DORMA-Glas GmbH or a third party to whom the claim has been legitimately assigned from and in connection with successful debt collection proceedings against it outside the Federal Republic of Germany.
4. Payments will be offset according to the order of § 366 para. 2 BGB (due date, lower security, greater annoyance, age of debt) and are only considered to have been made when credited to a bank account of DORMA-Glas GmbH. Payments by the VP to third parties, such as purchasing associations and/or central regulators, do not discharge the debt vis-à-vis DORMA-Glas GmbH, unless DORMA-Glas GmbH has expressly requested the VP to do so, or has assigned the claim to which it is expressly entitled to do so.
5. If invoices from deliveries and services are paid via the SEPA basic and corporate direct debit procedure, the VP will receive advance information on direct debit collection at least one day before the due date, which contains the amount to be recovered, the due date, the creditor identification number of DORMA-Glas GmbH and the mandate reference of the VP. This advance information can be provided separately in the form of letter, fax and e-mail, but also together with the transmission of the invoice to be collected.
6. The VP is only entitled to deduct the discount on the basis of an express agreement if all payments to be claimed by DORMA-Glas GmbH — including any advance payments — are fully credited to DORMA-Glas GmbH's account within the discount period.
7. Any approved discounts, discounts or other benefits are subject to rescission due to the insolvency proceedings opened or applied for over the assets of the VP.
8. DORMA-Glas GmbH is entitled to refuse performance if it becomes apparent after the conclusion of the contract that its claim for payment is jeopardized by the VP's lack of ability to pay. The right to refuse performance does not apply if the VP provides the consideration or provides security for it. DORMA-Glas GmbH may determine a reasonable period of time within which the VP must effect payment or provide security in return for the performance of his or her choice. If the deadline has expired without success, DORMA-Glas GmbH may withdraw from the contract and/or claim damages.
9. DORMA-Glas GmbH is entitled to assign claims arising from the contractual relationship to third parties.
10. DORMA-Glas GmbH may offset against all claims that the VP has against DORMA-Glas GmbH with all claims to which DORMA-Glas GmbH or those companies in which DORMA-Glas GmbH has a majority shareholding directly or indirectly under company law. DORMA-Glas GmbH shall inform the VP on request which companies hold majority shareholdings of DORMA-Glas GmbH within the meaning of this para. 5.7.

6. Claims for material defects of the VP

1. For contractual relationships subject to the law on the sale of goods, the content of which is exclusively deliveries of goods, the VP is entitled to the following claims for defects against DORMA-Glas GmbH.
2. Claims for material defects by the VP presuppose that the latter has duly complied with its obligations to inspect and complain under section 377 of the German Commercial Code. In the event of a breach of the obligation to inspect and complain, the delivered goods shall be deemed to have been approved in accordance with the contract with regard to the defect in question. A notice of defects that is not given in due form and within the deadline excludes any claim for breach of duty due to material defects in relation to the defect in question. This does not apply in the event of intentional, grossly negligent or fraudulent action on the part of DORMA-Glas GmbH, in the event of injury to life, limb or health, or in the assumption of a guarantee of freedom from defects or a procurement risk in accordance with § 276 of the German Civil Code (BGB) or other legally mandatory liability facts. The special statutory provisions for the final delivery of the goods to a consumer (supplier recourse, §§ 478, 479 BGB) remain unaffected.
3. The complaint of material defects must be made in written or text form and must contain a precise description of the defect. Recognisable material defects (in particular e.g. transport damage, over- or under-deliveries as well as aliud deliveries) must be remedied by the VP immediately, but no later than 12 calendar days after collection in the case of delivery ex works or storage location, otherwise after delivery, hidden material defects immediately after discovery and at the latest within the warranty limitation period according to No. 6.11 DORMA-Glas GmbH. In the event of transport damage, the VP must obtain a damage assessment by rail or post, or from the carrier, immediately after arrival of the goods at the place of performance.
4. The VP must give DORMA-Glas GmbH the opportunity to check the existence of material defects to the extent necessary for this purpose and to make the complained goods available for inspection at the place of performance without delay at its own expense. DORMA-Glas GmbH is not obliged to check unsolicited goods for defects and may refuse to accept them. If, after an inspection of the allegedly defective goods, it turns out that the goods are free of defects and the VP is responsible for the wrongly given notice of defects, the goods will be returned to the VP at his expense. In such a case, DORMA-Glas GmbH shall also be entitled to invoice the VP for all necessary costs incurred as a result of the unjustified notice of defects, in particular the costs of the inspection within the scope of the usual remuneration.
5. The VP may only withhold payments whose justification is beyond doubt. The VP may not exercise a right of retention if his claims for defects are time-barred.
6. Defects in part of the delivered goods do not entitle the VP to complain about the entire delivery, unless a partial delivery is of no interest to the VP.
7. At the discretion of DORMA-Glas GmbH, all those parts or services must be repaired, redelivered or re-provided free of charge within a reasonable period of time that have a material defect, provided that this already existed at the time of the transfer of risk. The VP shall give DORMA-Glas GmbH the time and opportunity necessary to carry out the repair.
8. Additional costs, such as transport, travel, material, installation or removal costs, are not covered by DORMA-Glas GmbH.
9. In the event of failure or impossibility of subsequent performance, the VP may withdraw from the contract or reduce the purchase price. In addition, he may claim damages in accordance with No. 8.
10. Claims for defects by VP are excluded if one of the following cases applies:• in the event of an insignificant deviation from the agreed quality;• in the event of an insignificant impairment of usability;• in the event of natural wear and tear;• in the event of defects or damage occurring after the transfer of risk as a result of improper use of the goods, excessive stress, unsuitable operating resources, defective construction work, unsuitable substrate or due to special external influences which are not required by the contract;• in the case of non-reproducible software errors;• in the event of defects or damage resulting from the fact that the VP himself or through third parties has improperly installed the goods, put them into operation, has installed changes or goods improperly, put them into operation, has carried out modifications or repair work and the defect is based on this;• in the event of defects or damage due to omitted or improper maintenance,  insofar as the defect is based on this;• in the case of defects resulting from improper storage by the VP or third parties, insofar as the defect is based on this.
11. The limitation period for claims for subsequent performance, withdrawal, reduction or compensation for damages is two years from the statutory start of the limitation period, unless otherwise stipulated in the individual contract. The above limitation period does not apply if the law• pursuant to § 438 (1) no. 2 of the Civil Code,• pursuant to § 479 (1) of the Civil Code,• pursuant to § 634 a) (1) no. 2 of the Civil Code,• in the event of fraudulent concealment of a defect,• in the event of fraudulent concealment or intent,• in the event of gross negligence,• in the event of injury to life, limb or healthThis shall not affect the statutory provisions on the suspension of expiration,  Suspension and restart of the limitation period
12. Claims of recourse of the VP pursuant to § 478 of the German Civil Code (BGB) (so-called recourse of the entrepreneur) against DORMA-Glas GmbH only exist if the VP has not made any agreements with its customer that go beyond the statutory claims for defects. The scope of the VP's recourse claim against DORMA-Glas GmbH pursuant to Section 478 (2) of the German Civil Code (BGB) is governed by No. 6.4 accordingly.
13. Unless expressly agreed in writing, DORMA-Glas GmbH assumes no guarantee (§ 443 BGB) and no procurement risk for the quality of the goods subject to the contract. In addition, DORMA-Glas GmbH only delivers from its own stock (stock debt).

7. Industrial Property Rights / Copyrights / Defects of Title

1. Unless otherwise agreed, DORMA-Glas GmbH must make the delivery in the country of the agreed place of delivery or use free of industrial property rights and copyrights of third parties (hereinafter: property rights). Insofar as a third party asserts justified claims against the VP due to the infringement of intellectual property rights by deliveries made by DORMA-Glas GmbH and used in accordance with the contract, DORMA-Glas GmbH shall be liable to the VP within the scope set out in No. 6.11 as follows:• DORMA-Glas GmbH will, at its own expense and at its own discretion, either obtain a right of use for the affected deliveries, modify them while retaining the owed properties in such a way that the intellectual property right is not infringed, or replace them. If this is not possible for DORMA-Glas GmbH on reasonable terms, the VP shall have the statutory rights to withdraw or reduce the remuneration. DORMA-Glas GmbH is only liable for damages and/or reimbursement of expenses within the scope of No. 8. The above obligations on the part of DORMA-Glas GmbH require that VP informs DORMA-Glas GmbH immediately in writing or in text form of the claims asserted by the third party, that it does not acknowledge a violation and that DORMA-Glas GmbH reserves the right to take all defensive measures, including settlement negotiations. If the VP discontinues the use of the delivery for damage mitigation or other important reasons, he is obliged to inform the third party that no acknowledgement is associated with this cessation of use.
2. If the VP is responsible for the infringement of intellectual property rights, he cannot assert any claims against DORMA-Glas GmbH on the basis of the infringement of intellectual property rights.
3. The VP may not assert any claims for infringement of intellectual property rights if and to the extent that the infringement of intellectual property rights is caused by special specifications of the VP, by an application not agreed upon or intended for the product of DORMA-Glas GmbH, or by the fact that the delivery is modified by the VP or used together with goods not supplied by DORMA-Glas GmbH.
4. In the case of infringements of intellectual property rights, the following shall apply to the infringements of intellectual property rights specified in No. 7.1, the provisions of No. 6.5, 6.6 and 6.10. In the event of other defects of title, the provisions of No. 6. Claims that go beyond this or are other than those set out in this para. 7 against DORMA-Glas GmbH and its vicarious agents due to defects of title are excluded.
5. Without prejudice to the foregoing, the VP acknowledges that DORMA-Glas GmbH has certain rights to DORMA-Glas GmbH's proprietary rights contained in the Products, which must be generally disclosed, and that DORMA-Glas GmbH's Products contain proprietary information of a technical and non-technical nature, related know-how, trade secrets or proprietary technologies, which may also be protected by patents. With the purchase, the VP acquires ownership of the products, but no other associated rights. In particular, DORMA-Glas GmbH reserves all industrial and intellectual property rights related to the sale, manufacture, processing and composition of its products. By selling the products or indicating the possible uses of the products, DORMA-Glas GmbH does not grant any license or other right to its intellectual property.

8. Damages/Reimbursement of Expenses

1. Claims for damages by the VP, regardless of the legal grounds, are excluded. This does not apply if DORMA-Glas GmbH is liable as follows:• in the event of intent;• in the event of malice;• in the event of gross negligence;• in the event of non-compliance with an assumed guarantee or assumption of the procurement risk in accordance with § 276 BGB; due to the culpable breach of essential contractual obligations. Essential are those contractual obligations whose fulfilment is essential for the proper execution of the contract and on the fulfilment of which the VP may rely; for culpable injury to life, limb or health;• for culpable breach of essential contractual obligations. Essential are those contractual obligations whose fulfilment is essential for the proper execution of the contract and on the fulfilment of which the VP may rely; due to culpable injury to life, limb or health in the case of liability legally mandatory liability events, in particular under the Product Liability Act.
2. In the event of a breach of essential contractual obligations, the claim for damages is limited to the foreseeable damage typical for the contract, unless one of the conditions specified in No. 8.1 sentence 2.
3. In the event of negligent breach of duty by DORMA-Glas GmbH or its vicarious agents, liability is limited to € 50,000, provided that this amount covers the foreseeable damages typical of the contract. This does not apply in the cases referred to in No. 8.1 sentence 2.
4. The statutory burden of proof remains unaffected by the above provisions. The objection of contributory negligence is also reserved.
5. The terms "damages" and "claims for damages" in these General Terms and Conditions also include claims for reimbursement of futile expenses.

9. Retention of title

1. DORMA-Glas GmbH retains ownership of the goods delivered by it (hereinafter: reserved goods) until all its claims against VP arising from the business relationship have been satisfied. This applies regardless of whether the claims against the VP are present or future, conditional or fixed-term. If all security interests to which DORMA-Glas GmbH is entitled exceed all secured claims by more than 10%, DORMA-Glas GmbH will release a corresponding part of the security interests at the request of the VP, whereby DORMA-Glas GmbH may freely choose between various security interests.
2. The VP must treat the goods subject to retention of title with care, store them separately and mark them as goods subject to retention of title. In particular, he is obliged to insure the reserved goods at his own expense against theft, burglary, fire and water damage sufficiently at replacement value. He may not pledge them or transfer them as security as long as the retention of title exists. In the normal course of business, he may resell the goods subject to retention of title, but only on the condition that the reseller receives the purchase price from his buyer or also agrees on retention of title with the buyer.
3. In the event of the resale of the goods subject to retention of title, the VP assigns his future claims from the resale against his buyers to DORMA-Glas GmbH as security. This includes all ancillary rights as well as any balance claims. DORMA-Glas GmbH hereby expressly accepts the assignment of VP.

10. Processing, combination, mixing of the goods subject to retention of title; Debt collection

1. The VP may process the goods subject to retention of title, mix them with other objects or combine them. The processing is carried out in the name of and on behalf of DORMA-Glas GmbH. The VP is safeguarding the resulting new item for DORMA-Glas GmbH with the care of a prudent businessman. The new item is also considered to be reserved goods.
2. In the event of combination or mixing with other items not belonging to DORMA-Glas GmbH, DORMA-Glas GmbH shall in any case receive co-ownership of the new item in the amount of the share resulting from the ratio of the value of the combined or mixed goods subject to retention of title to the value of the remaining goods at the time of the combination or mixing. The new item is also considered to be reserved goods.
3. The provision on the assignment of claims pursuant to No. 9.3 also applies to the new item. However, the assignment is only valid up to the amount corresponding to the value invoiced by DORMA-Glas GmbH of the processed, combined or mixed goods subject to retention of title.
4. In the event that the goods subject to retention of title are combined with real estate or movable property, the VP shall also assign to DORMA-Glas GmbH by way of security the claim to which he is entitled as remuneration for the combination, including the ancillary rights, in the amount of the ratio of the value of the goods subject to retention of title to the other goods subject to retention of title at the time of the connection. DORMA-Glas GmbH hereby expressly accepts the assignment.
5. The VP shall remain entitled to collect the claim even after the assignment. This does not affect DORMA-Glas GmbH's right to collect the claim itself. However, DORMA-Glas GmbH will not collect the claim if the buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or there is a cessation of payment. After prior threat and reasonable deadline, DORMA-Glas GmbH is entitled to disclose the assignment of security, to realise the assigned claims and to demand the disclosure of the assignment of security by VP to its buyer.
6. The VP must inform DORMA-Glas GmbH immediately of any enforcement measures against the goods subject to retention of title or of other interventions by third parties. Insofar as the third party is not in a position to reimburse DORMA-Glas GmbH for the judicial or extrajudicial costs of a lawsuit pursuant to Section 771 of the Code of Civil Procedure, the VP shall be liable for the loss incurred by DORMA-Glas GmbH in this respect.
7. In the event of breaches of duty by the VP, e.g. in the event of default of payment, DORMA-Glas GmbH shall be entitled to withdraw from the contract in addition to the withdrawal after the unsuccessful expiry of a reasonable period of time set for the VP; the statutory provisions on the dispensability of setting a time limit remain unaffected. The VP is obliged to surrender; it entitles DORMA-Glas GmbH to enter its premises for collection. The withdrawal or assertion of the retention of title or the seizure of the reserved goods by DORMA-Glas GmbH does not constitute a withdrawal from the contract, unless DORMA-Glas GmbH has expressly stated this.
8. If the VP has already assigned claims from the resale of the products supplied or to be delivered by DORMA-Glas GmbH to third parties, in particular due to genuine or false factoring, or has entered into other agreements on the basis of which the current or future security rights of DORMA-Glas GmbH under the retention of title may be impaired, he must notify DORMA-Glas GmbH of this immediately. In the event of a false factoring, DORMA-Glas GmbH is entitled to withdraw from the contract and demand the return of products that have already been delivered. The same applies in the case of genuine factoring, if the VP cannot freely dispose of the purchase price of the receivable under the contract with the factor.
9. If, in the case of deliveries abroad, certain additional measures and/or declarations are necessary on the part of the VP in addition to the agreement on retention of title in order to be effective in the above-mentioned retention of title or the other rights specified therein, the VP must immediately carry out such measures and/or declarations at his own expense or make these declarations in due form. DORMA-Glas GmbH will participate in this to the extent necessary. If the law of the importing country does not permit a reservation of title, but allows DORMA-Glas GmbH to reserve other rights to the delivery item, DORMA-Glas GmbH may exercise all rights of this kind at its equitable discretion (§ 315 BGB). Insofar as such an economically and legally equivalent security of our claims against the VP is not achieved in this way, the VP is obliged to immediately provide DORMA-Glas GmbH with other suitable securities for the delivered goods or other securities at our equitable discretion (§ 315 BGB) from DORMA-Glas GmbH at his own expense. The VP's right to judicial review and correction (§ 315 III BGB) remains unaffected in each case.

11. Trademarks, copyright notices, alphanumeric identifiers

1. Trademarks, copyright notices or alphanumeric identifiers of the products including the documentation may not be changed.

12. Compliance

1. In the context of the execution of the respective contract concluded with DORMA-Glas GmbH, the VP undertakes to comply with the DORMA-Glas GmbH Code of Conduct in force at the time of conclusion of the contract, which will be sent to the VP free of charge on request or can be viewed on the Internet at www.dorma-glas.com.

13. Choice of Law/Place of Performance

1. The legal relationships between DORMA-Glas GmbH and the VP are subject exclusively to German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
2. The place of performance and jurisdiction is Bad Salzuflen.