GENERAL TERMS AND CONDITIONS (GTC) of CYS Europe GmbH (hereinafter referred to as CYS) FOR COMMERCIAL CUSTOMERS

§ 1 General

The business relationship between CYS and the purchaser is governed by the GTC listed below. Changes to the GTC are reserved. The currently valid version of the GTC is published on the internet and is visibly displayed in the business premises of CYS. The version of the GTC valid at the time of the order applies to the entire business relationship between the parties.
Deviating or conflicting terms and conditions are only valid if CYS has explicitly accepted them in writing.
All activities and products of CYS are exclusively intended for commercial use by an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), a legal entity under public law, or a special fund under public law. Upon request, CYS must be provided with proof of commercial activity. By placing an order, the purchaser confirms the commercial use.
The prices stated by CYS are therefore - unless otherwise indicated - exclusive of the applicable statutory sales or value-added tax.

§ 2 Conclusion of Contract and Withdrawal from the Contract

CYS only accepts written orders (email, fax, letter) at the current conditions published at the time of ordering in printed materials or on the internet.
The assumption of a warranty by CYS requires an explicit and written declaration with the designation "Warranty." Product descriptions do not constitute a warranty within the meaning of Section 443 BGB. If the order was placed based on a printing, calculation, or writing error, CYS reserves the right to withdraw.
If ordered goods are unavailable due to disruptions in business operations not attributable to CYS, particularly due to labor disputes such as strikes and lockouts, as well as unforeseen obstacles such as operational disruptions, delays in the delivery of essential materials, or other cases of force majeure at CYS or its suppliers, or if required suppliers or specialists are unavailable despite contractual commitments, CYS is entitled to withdraw from the contract.
Partial deliveries are permitted and constitute independent transactions.
CYS is obligated to inform the purchaser immediately upon becoming aware of a delivery difficulty. In the event of withdrawal under Clause 2, CYS undertakes to refund any payments already received from the purchaser without delay.
Purchasers may cancel the contract concluded with the order in writing by email, fax, or letter within two weeks of ordering, provided that the goods have not yet been dispatched.
Goods already received can also be returned within two weeks of ordering without stating reasons, provided that any shipping costs incurred by CYS are reimbursed in advance. In this case, the purchaser also bears the costs of the return shipment and ships at their own risk. If the goods are incomplete, no longer in their original packaging, or have already been used, CYS reserves the right, at its discretion, to deduct an amount corresponding to the depreciation in value or to refuse the return.
The above rights of cancellation and withdrawal do not apply to goods specially procured for the purchaser or custom-made products.

§ 3 Prices

All price indications are, unless otherwise specified, in EURO and exclusive of statutory sales or value-added tax, as well as ex central warehouse, plus packaging, shipping, and insurance costs. The applicable prices are those published by CYS at the time. Older price lists lose their validity upon publication of a new one.

§ 4 Offer Documents

Documents belonging to the offer, such as illustrations, drawings, weight, and dimension specifications, are only approximately binding unless they are explicitly designated as binding.
CYS retains unrestricted ownership and copyright exploitation rights to offers, cost estimates, drawings, and other documents in accordance with Section 9; they may only be made accessible to third parties or used in any other way with prior consent.
Documents belonging to offers must be returned immediately upon request. There is no right of retention.

§ 5 Delivery and Transfer of Risk

Delivery is made at the purchaser's risk from the CYS warehouse to the delivery address specified by the purchaser.
Each delivery must be checked for accuracy immediately upon receipt. If an excess or shortfall in quantity or a defect is detected during inspection, this must be reported to CYS immediately in writing, stating the nature and extent of the excess or shortfall or defect by email or fax. If the purchaser does not report an excess or shortfall in quantity or visible defects within three working days of delivery, the goods are deemed approved in this respect. If a defect that was not recognizable during inspection later becomes apparent, it must be reported immediately upon discovery. If the purchaser does not report such defects within three working days of recognition, the goods are also deemed to be free of defects in this respect.
Information on transport insurance can be found in the applicable shipping conditions.
If partial delivery is made, remaining deliveries are free of shipping costs.
Delivery times are non-binding unless a binding delivery date has been explicitly agreed in writing.
Delivery delay occurs only after exceeding a binding delivery date by more than 14 days and after a written reminder by the purchaser following the expiration of this period. The purchaser is only entitled to withdraw or claim damages if they have set CYS a further grace period of at least 14 days in writing under the threat of rejection.
Disruptions in business operations not attributable to CYS, particularly due to labor disputes such as strikes and lockouts, as well as unforeseen obstacles such as operational disruptions, delays in the delivery of essential materials, or other cases of force majeure at CYS or its suppliers, extend the delivery period accordingly, irrespective of CYS's right of withdrawal. This also applies if, contrary to contractual commitments, required suppliers or specialists are unavailable for order fulfillment. The aforementioned circumstances are also not attributable to CYS if they arise during an existing delay. CYS will inform the purchaser immediately in important cases about the beginning and end of such obstacles.

§ 6 Due Date and Payment, Default

The purchase price for shipped goods is due according to the deadlines specified in the price lists.
Payment is only considered made when CYS has unrestricted access to the amount.
If the purchaser is in default of payment, CYS is entitled to charge default interest of 9% per annum above the base interest rate announced by the Deutsche Bundesbank. If CYS can prove a higher default damage, CYS is entitled to claim this as well.
Overdue claims are generally handed over by CYS to a legal representative or a debt collection agency; the costs incurred as a result must be borne by the purchaser in the event of default.

§ 7 Offsetting, Retention

The purchaser is only entitled to offset claims if their counterclaims have been legally established or acknowledged by CYS.
The purchaser may only assert a right of retention if it is based on claims arising from the same contractual relationship. A right of retention on documents handed over to the purchaser by CYS, which remain the property of CYS, is excluded.

§ 8 Retention of Title, Extended Lien

The goods remain the property of CYS until full payment of the purchase price and the fulfillment of all obligations (including interest, possible legal costs, and other ancillary costs) arising from all contracts concluded with the purchaser.
The purchaser is not entitled to sell, dispose of, or encumber the goods subject to retention of title with third-party rights. The purchaser must handle the goods with care and sufficiently insure them. If the purchaser nevertheless sells the goods, they hereby assign to CYS all claims arising therefrom up to the amount of their outstanding liabilities, regardless of whether the goods were resold without or after processing. CYS accepts this assignment upon the conclusion of the contract. The same applies in the event of damage or loss of the goods concerning compensation payments or insurance sums.
The purchaser is authorized to collect the claims assigned to CYS. However, the right of CYS to collect the claim itself remains unaffected. CYS undertakes not to collect the claim as long as the purchaser meets their payment obligations, is not in default of payment, and in particular, no application for insolvency proceedings has been filed or a cessation of payments has occurred. However, if this is the case, CYS may demand that the purchaser disclose the assigned claims and their debtors, provide all necessary information for collection, hand over the relevant documents to CYS (e.g., copies of invoices), and notify the debtors of the assignment. CYS is also entitled to inform the purchaser’s debtors of the assignment and demand payment to CYS.
Processing or transformation of the goods subject to retention of title is carried out for CYS within the meaning of § 950 BGB without obligating CYS. The processed goods are considered reserved goods under these terms. If the reserved goods are processed or inseparably mixed with other items not belonging to CYS, CYS acquires co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used at the time of processing or mixing. The resulting co-ownership rights are considered reserved goods under these terms. If CYS's goods are combined or inseparably mixed with other movable items to form a single item and the other item is considered the main item, it is agreed that the purchaser transfers co-ownership to CYS proportionally, provided that the main item belongs to them. Otherwise, the same applies to the item resulting from processing, combination, and mixing as for the reserved goods.
In the event of contractual violations by the purchaser, particularly in case of payment default, CYS is entitled to reclaim the goods after issuing a reminder, and the purchaser is obliged to return them. If the goods are resold, the proceeds of the resale, or in the case of payment of the assigned claim, the amount paid due to the assignment, shall first be offset against interest and costs and then against the outstanding claim(s) of CYS.
If the delivered goods are taken back under the preceding clause 6, any refunds of payments already made by the purchaser for the goods will only be granted to the extent of the current value, minus compensation for damages, depreciation, compensation for use during the time the goods were in the purchaser’s possession, return costs (e.g., transport costs), and any lost profit for CYS.
The assertion of the retention of title and the seizure of the delivered items by CYS shall not be deemed a withdrawal from the contract unless explicitly declared in writing.

§ 9 Industrial Property Rights

Suggestions and instructions from the purchaser for technical, design, or other reasons, as well as other cooperation, do not entitle the purchaser to any claims. They do not constitute co-authorship unless expressly agreed otherwise.
Work by CYS and its vicarious agents is protected as personal intellectual creations under copyright law, whose provisions are considered agreed upon even if the level of creativity required under § 2 UrhG is not met. The purchaser is not entitled to use proposals, samples, or layouts submitted by CYS during the offer stage, regardless of whether they are protected by copyright. This also applies to modified use or use by third parties.

§ 10 Warranty and Liability

CYS guarantees the customary commercial quality; samples are considered approximate type samples. Weights and quantities may deviate by up to 10% from the contractually agreed amount; for DIN-standardized goods, DIN tolerances apply. Changes based on technical improvements or legal requirements are reserved during the delivery period, provided the delivery item is not significantly altered and the changes are not unreasonable for the purchaser.
If a defect in an order item is attributable to CYS, CYS is entitled, at its discretion, to remedy the defect or provide a replacement, provided that the defect has been reported to CYS within a reasonable time after becoming known. A reasonable period in this context is three business days after knowledge of the defect. If two attempts at rectification by CYS fail, the right to further rectification lapses.
If rectification is unreasonable for CYS, if CYS is unwilling or unable to perform rectification, or if rectification is unduly delayed for reasons attributable to CYS, or if defect correction/replacement delivery otherwise fails, the purchaser is entitled to withdraw from the contract or demand a reasonable reduction in the purchase price.
Transport damage must be reported immediately in accordance with the conditions of the delivery company and must be documented to both the delivery company and CYS.
Unless otherwise stated in the following provisions and to the extent permitted by law, CYS is not liable for damages or losses resulting from a "denial-of-service" (unavailability of the internet service), hacker attacks, viruses, or other programs and materials that are harmful to the purchaser’s computer, equipment, or data, which arise from the use of CYS's website, downloading content from the website, or any linked sites.
The aforementioned provisions do not entail a shift of the burden of proof to the disadvantage of the purchaser.

§ 11 Data Protection

CYS uses operational and/or personal data required for an order, for registration to a newsletter service, or for participation in a special promotion exclusively for processing these transactions and ensures that all data protection concerns are fully met.
In particular, CYS does not provide this data to third parties.
The purchaser has been fully informed about the collection, use, and processing of their data and expressly agrees to this procedure.
Further data protection information can be found on our website www.CYS-Europe.de.

§ 12 Applicable Law, Place of Performance, and Jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
The place of performance for delivery, performance, and payment is Oldenburg / Oldenburg.
The place of jurisdiction for both parties is Oldenburg, provided the purchaser is a merchant, a legal entity under public law, or a special fund under public law, or if the purchaser has no general place of jurisdiction in the Federal Republic of Germany.

§ 13 Severability Clause

Should any provisions of the contract or these terms and conditions, or any provisions added in the future, be wholly or partially invalid or unenforceable, or later lose their validity or enforceability, this shall not affect the validity of the remaining provisions. The same applies if a contractual gap becomes apparent. The parties agree that instead of the invalid or unenforceable provision or to fill the gap, an appropriate provision shall apply that comes as close as legally possible to what they intended or would have intended according to the contract's meaning and purpose, had they been aware of the invalidity, unenforceability, or gap. This also applies if the invalidity of a provision is due to a prescribed level of performance or time (deadline or date); in this case, a legally permissible level of performance or time (deadline or date) that comes closest to the intended one shall be deemed agreed.