General terms and conditions of sale

General Terms and Conditions (GTC) of apq stage GmbH for the Sale of Stage Platforms and Accessories

1. Scope
   • The present General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers („Buyer“). The General Terms and Conditions of Sale apply only if the Buyer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law within the meaning of § 310 (1) German Civil Code.
   • Our General Terms and Conditions of Sale shall apply exclusively. Deviating, conflicting, or supplementary General Terms and Conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement for consent shall also apply if the buyer refers to their General Terms and Conditions in the order and we have not expressly objected to the General Terms and Conditions.
   • These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods („Goods“). It is irrelevant whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 German Civil Code). The General Terms and Conditions of Sale shall apply, unless otherwise agreed, in the version valid at the time of the buyer's order or most recently communicated to them in text form, as a framework agreement also for similar future contracts, without us as the seller having to refer to them again on a case-by-case basis. (Note: As a precaution, the General Terms and Conditions of Sale should be attached to the order confirmation in any case).
   • Individual agreements made on a case-by-case basis with the buyer (including ancillary agreements, supplements, and amendments) and information in our order confirmation shall take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
   • Legally relevant declarations and notices from the buyer concerning the contract (e.g., defect notifications, setting of deadlines, withdrawal, or reduction) must be made in writing, i.e., in written and text form (e.g., letter, email, fax). Further statutory form requirements and other proofs (if any, in case of doubts about the legitimacy of the declarer) remain unaffected.
   • To the extent that references are made to the applicability of statutory provisions, please note that these are for clarification purposes only. The statutory provisions shall apply – even if no corresponding clarification is made – to the extent that they are not amended or excluded by the General Terms and Conditions of Sale.
     
     
2. Offer and Contract Conclusion
   • Our offers are non-binding and without obligation. This also applies if we have provided the buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, estimates, references to DIN standards) or other product descriptions or documents (also in electronic form). We reserve all proprietary and copyright rights to any documents provided to the buyer in connection with the order. These documents may not be made accessible to third parties unless we give the buyer our express written consent..
   • The buyer's order of goods constitutes a non-binding offer of contract according to § 145 BGB. In the event that nothing else results from the order, we are entitled to accept this offer of contract within two weeks after it has been received by us..
   • The acceptance of the contract offer by the buyer can be declared either in writing (e.g., by order confirmation) or by delivering the goods to the buyer. Should we, as the seller, not accept the buyer's offer within the period specified in Section 2.2, any documents submitted to the buyer must be returned to us immediately..
     
     
3. Prices and Payment Terms
   • Unless otherwise agreed in writing on a case-by-case basis, our prices valid at the time of contract conclusion shall apply ex works, plus statutory value-added tax. Packaging costs will be invoiced separately. Unless a fixed price has been agreed, reasonable price changes due to altered labor, material, and distribution costs for deliveries that take place 3 months or later after the contract conclusion are reserved.
   • In the case of a mail-order purchase, the buyer shall bear the cost of transport from the warehouse and the cost of any transport insurance desired by the buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the buyer.
   • Payment of the purchase price must be made exclusively to an account specified by us. The deduction of a cash discount is only permitted with a written special agreement.
   • Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, we are entitled, even within an ongoing business relationship, to carry out deliveries in whole or in part only against advance payment at any time. We declare such a reservation no later than the order confirmation.
   • The buyer shall be in default when the aforementioned payment deadline expires. During the default, the purchase price shall be subject to interest at the respectively applicable statutory default interest rate pursuant to Section 288 (2) of the German Civil Code (BGB) at a rate of nine percentage points above the respective base interest rate.See attachment 1We reserve the right to claim further damages due to default. In dealings with merchants, our claim to commercial interest on arrears according to § 353 HGB remains unaffected.
   • If, after the conclusion of the contract, it becomes apparent that our claim to payment of the purchase price is at risk due to the buyer's lack of financial capacity (e.g., due to an application for the opening of insolvency proceedings), we are entitled to refuse performance and, if necessary after setting a deadline, to withdraw from the contract according to the statutory provisions (§ 321 BGB). In the case of contracts where the production of non-fungible goods (custom-made items) is owed, we may declare withdrawal immediately. The statutory provisions on the dispensability of setting a deadline remain unaffected in this respect.
     
     
4. Right of retention
   The buyer shall only be entitled to rights of set-off or retention if its counterclaim has been finally adjudicated or is undisputed, and its counterclaim arises from the same contractual relationship. In the event of defects in the delivery, the buyer's counterclaims, in particular pursuant to Section 8.6, second sentence, of these General Terms and Conditions of Sale, shall remain unaffected.
   
   
5. Delivery period and delay in delivery
   • The delivery time will be agreed upon individually or will be provided by us upon acceptance of the order.
   • In the event that we are unable to meet contractually agreed-upon delivery deadlines due to reasons beyond our control, we shall immediately inform the buyer of this circumstance and simultaneously communicate the estimated or new delivery deadline. If a delayed delivery cannot be made even within the newly announced delivery deadline due to the unavailability of the service, we are entitled to withdraw from the contract, in whole or in part; we shall immediately refund any performance already rendered by the buyer (in the form of payment of the purchase price). The unavailability of the service is given, for example, if we have not been supplied in a timely manner by our supplier, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (e.g., due to force majeure), or if we are not obliged to procure in individual cases.
   • Whether we, as the seller, are in default of delivery is determined in accordance with statutory provisions. However, a reminder from the buyer is a prerequisite for us, as the seller, to be in default of delivery. In the event of a delay in delivery, the buyer may claim lump-sum compensation for damages resulting from the delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each full calendar week of delay, up to a maximum total of 5% of the delivery value of the goods delivered late. We reserve the right to provide evidence that the buyer has incurred no damages or only damages less than the above-mentioned lump-sum amount.
   • The buyer's rights under Section 9 of these General Terms and Conditions of Sale, as well as our statutory rights, particularly in the event of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.
     
     
6. Delivery, passage of risk, acceptance, buyer's default
   • Delivery will be made from our warehouse. The warehouse also serves as the place of performance for delivery and for any subsequent performance. In the event that the buyer wishes the goods to be sent to a different destination (shipment purchase), they shall bear the costs of shipment. If nothing has been agreed upon in the contract, we may determine the method of shipment (packaging, shipping route, transport company) ourselves.
   • When the goods are handed over to the buyer, the risk of accidental loss and accidental deterioration passes to the buyer. In the case of a sale by delivery, the risk of accidental loss of the goods, accidental deterioration of the goods, and the risk of delay passes to the buyer upon delivery of the goods to the carrier or freight forwarder. In the event of a contractual agreement for acceptance of the goods, this shall be decisive for the transfer of risk. Further statutory provisions of contract law for work and services remain unaffected. The handover or acceptance of the goods is equivalent to the buyer being in default of acceptance.
   • Should the buyer be in default of acceptance or should our delivery be delayed for other reasons attributable to the buyer, we are entitled to compensation from the buyer for the damages incurred, including additional expenses (e.g., storage costs). Our statutory claims (compensation for additional expenses, appropriate indemnity, termination) as well as the proof of higher damages remain unaffected.
   • Proof of higher damages and our legal claims (in particular, reimbursement of additional expenses, appropriate compensation, termination) remain unaffected; however, the lump sum shall be credited against further monetary claims. However, the buyer reserves the right to prove that no damage or substantially less damage than the lump sum above has occurred.
     
     
     
7. Reservation of title
   • We reserve title to the goods supplied until full payment of all our present and future claims arising from the purchase agreement and an ongoing business relationship (secured claims).
   • The goods subject to reservation of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The buyer shall immediately notify us in writing in the event that an application for the opening of insolvency proceedings is filed or if third parties gain access (e.g., through seizure) to the goods belonging to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure, the buyer shall be liable for the loss incurred by us.
   • In the event of a breach of contract by the buyer, particularly in the case of non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with legal provisions and/or to demand the return of the goods based on retention of title. A demand for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to merely demand the return of the goods and reserve the right to withdraw. In the event that the buyer does not pay the purchase price due, we must have set the buyer a reasonable deadline for payment without success before asserting these rights. This applies only if such a deadline is not dispensable according to the legal provisions.
   • The buyer is authorized, until further notice pursuant to clause 7.4.c, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply additionally:
     1. Products resulting from the combination, mixing, or processing of our goods shall remain our property in their full value, with us being considered the manufacturer. In the event that third-party property rights remain in existence upon combination, mixing, or processing with the goods of third parties, we shall acquire co-ownership in proportion to the invoice values of the combined, mixed, or processed goods. Otherwise, the same provisions shall apply to the resulting product as to the goods delivered under retention of title. For security purposes, the buyer also assigns to us any claims that arise against a third party from the combination of the reserved goods with real estate. We accept this assignment.
     2. The buyer hereby assigns to us as security for the agreed invoice amount (including VAT). The assignment is accepted by us. The buyer's obligations listed in section 7.2 shall also apply with regard to the assigned claims.
     3. The buyer remains authorized to collect the claim alongside us. As long as the buyer fulfills their payment obligations to us, there is no deficiency in the buyer's ability to perform, and we do not assert the retention of title by exercising a right pursuant to clause 7.3, we undertake not to collect the claim. If we assert the exercise of a right pursuant to clause 7.3, we may demand that the buyer announce the assigned claims and their debtors, and that the buyer provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, we are entitled to revoke the buyer's resale authorization as well as their authorization to process the goods subject to retention of title.
     4. In the event that the realizable value of the collateral exceeds our claims by more than 10%, we will, at the buyer’s request, release collateral of our choice.
   • The buyer is obligated to treat the item with care as long as ownership has not yet transferred to them. In particular, they are obligated to insure it at their own expense against theft, fire, and water damage, sufficiently to its new value (Note: only permissible when selling high-value goods). If maintenance and inspection work needs to be carried out, the buyer must perform it in a timely manner at their own expense.
     
     
8. Buyer's claims for defects
   • The statutory provisions shall apply to the buyer's rights regarding defects in quality and title (including incorrect or short delivery, improper assembly/installation, or defective instructions), unless otherwise stipulated below. This does not affect the statutory provisions on the sale of consumer goods (§ 474 BGB) and the buyer's rights arising from separately issued warranties, particularly from the manufacturer.
   • Agreements we have made with buyers regarding the quality and intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects within the scope of warranty. A quality agreement includes all product descriptions and manufacturer information that are part of the individual contract or were publicly disclosed by us (especially in catalogs or on our internet homepage) at the time the contract was concluded. In the event that no quality has been agreed upon, it is to be assessed whether a defect exists in accordance with the provisions of § 434 (3) of the German Civil Code (BGB). Against this background, it should be noted that public statements by the manufacturer in the context of advertising or on the product label take precedence over statements by other third parties.
   • For goods with digital elements or other digital content, please note that we are only obliged to provide and update the digital content to the extent expressly agreed upon in a quality agreement in accordance with clause 8.2. We accept no liability for public statements made by the manufacturer and other third parties.
   • We are not liable for defects that the buyer knows about or groggy negligently does not know about at the time of contracting, according to § 442 BGB.
   • The buyer's warranty claims shall only exist if the buyer has fulfilled their statutory duties of inspection and notification (§§ 377, 381 of the German Commercial Code - HGB). If the goods are building materials or other goods intended for installation or further processing, an inspection must be carried out immediately before processing. Notification to us in writing must be made without delay if a defect becomes apparent during delivery, inspection, or at a later time.

Obvious defects must be reported in writing within 7 working days of delivery, and non-obvious defects within the same period from the discovery of the defects. If the buyer fails to properly inspect and/or report defects, our liability for defects not reported, not reported in time, or not reported properly is excluded according to legal regulations. If the goods were intended for installation, attachment, or setup, this also applies if the defect became apparent only after the respective processing due to non-compliance or breach of these obligations. In this case, the buyer is not entitled to compensation for „installation and removal costs“.

• Should the delivered goods be defective, we, as the seller, have the right to choose whether to provide subsequent performance by rectifying the defect (repair) or by delivering goods free of defects (replacement). In the event that the type of subsequent performance chosen by us is unreasonable for the buyer in a particular case, the buyer may refuse it. However, we reserve the right to refuse subsequent performance under the statutory conditions. Furthermore, we are entitled to make the subsequent performance to be provided by us conditional upon the buyer paying the purchase price in full. However, the buyer has the right to withhold a portion of the purchase price that is proportionate to the defect.
• For the supplementary performance owed, the buyer must grant us the necessary time and opportunity. In particular, the buyer must hand over the item for which he has claimed a defect to us for examination purposes. In the event that we deliver a defect-free item as a replacement, the buyer must return the defective item to us in accordance with statutory provisions. However, the buyer is not entitled to a claim for return.
• Unless we are contractually obligated to do so, the supplementary performance shall not include the dismantling, removal, or uninstallation of the defective item, nor the installation, fitting, or setup of a non-defective item. Claims by the buyer for reimbursement of „installation and removal costs“ remain unaffected by this.
• We will reimburse the expenses necessary for inspection and rectification (transport, labor, and material costs, as well as installation and removal costs, if applicable) in accordance with legal provisions and these General Terms and Conditions of Sale in the event that a defect exists. However, we may demand reimbursement from the buyer for costs incurred due to an unjustified claim for defect rectification if the buyer knew or could have known that no defect actually exists.
• The buyer has the right to remedy the defect themselves and to demand reimbursement of the objectively necessary expenses incurred for this purpose, if there is an urgent case (e.g., if there is a risk to operational safety or to avert disproportionate damage). In the event of self-remedy, the buyer must inform us immediately. In the event that we would be entitled to refuse subsequent performance in accordance with legal provisions, the buyer has no right to self-remedy.
• The buyer may withdraw from the purchase agreement or reduce the purchase price according to statutory provisions if a deadline set by the buyer for subsequent performance has expired unsuccessfully or is dispensable according to statutory provisions. However, in the event of a non-insignificant defect, the buyer shall not have the right of withdrawal.
• Buyer's claims for reimbursement of expenses pursuant to Section 445a (1) of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a purchase of consumer goods (Sections 478, 474 BGB) or a consumer contract for the supply of digital products (Sections 445c sentence 2, 327 (5), 327u BGB).
• Claims for damages or claims for reimbursement of futile expenses by the buyer (§ 284 BGB) shall only exist in the event of a defect in accordance with clauses 9 and 10.
  
  

9. Statute of limitations
   • The general limitation period for claims arising from defects of quality or title shall be one year from delivery, notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB). In cases where acceptance has been contractually agreed, the limitation period shall commence upon acceptance.
   • The statute of limitations is 5 years from delivery according to the legal regulation (§§ 438 Paragraph 1 No. 2 German Civil Code) in the case of goods being a building or an item that has been used for a building according to its typical use and has caused its defectiveness (building material). This applies subject to further special legal regulations on the statute of limitations (in particular § 438 Paragraph 1 No. 1, Paragraph 3, §§ 444, 445b German Civil Code).
   • The limitation periods for purchase law stated above shall also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period according to §§ 195, 199 of the German Civil Code (BGB) would lead to a shorter limitation period in individual cases. Claims for damages by the buyer according to clauses 10.1 and 10.2.a) as well as those under the Product Liability Act shall exclusively be subject to the statutory limitation periods.
     
     
10. Other Liability
    • As sellers, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions, unless otherwise provided in these General Terms and Conditions of Sale, including the following provisions.
    • Within the scope of tort liability, regardless of the legal basis, we are liable for damages only in cases of intent and gross negligence. In cases of simple negligence, subject to statutory limitations of liability (e.g., duty of care in one's own affairs; minor breach of duty), we are liable only:
      1. for damages resulting from injury to life, limb, or health,
      2. for damages resulting from the breach of a material contractual obligation (obligations whose fulfillment is essential for the proper execution of the contract and on whose observance the contracting partner relies and may rely). However, in this case, our liability is limited to the replacement of foreseeable, typically occurring damage.
    • The limitations of liability resulting from clause 10.2 shall also apply to third parties and in the event of breaches of duty by persons for whose fault we are liable under statutory provisions. Where a defect has been fraudulently concealed and a guarantee for the quality of the goods has been assumed, the limitations of liability shall not apply. This shall also apply to the buyer's claims under product liability law.
    • The buyer can only withdraw or terminate due to a breach of duty that does not result from a defect if we, as the seller, are responsible for the breach of duty.
    • The buyer's right of termination (in particular according to §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.
      
      
11. Choice of law and jurisdiction
    • For these General Terms and Conditions of Sale and the contractual relationship between us as seller and the buyer, the law of the Federal Republic of Germany shall apply, to the exclusion of international uniform law, in particular the UN Sales Convention.
    • If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, our place of business in Munich shall be the exclusive, and also international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB).
    • Furthermore, we are entitled to bring legal action at the place where the delivery obligation is to be fulfilled according to these General Terms and Conditions of Sale or a separate individual agreement, or at the place of the buyer's general jurisdiction. This does not affect overriding statutory provisions (exclusive jurisdictions).

apq stage GmbH, March 2026