Terms and Conditions of Sale, Delivery and Payment

1. General

1.1. These Terms and Conditions apply exclusively to all quotations, order confirmations, sales, deliveries and other transactions by Dornbracht Americas Inc. (“Seller”, “we”, “us” or “our”) in or into the United States of America. Any terms or conditions of the purchaser that are inconsistent with, different from, or additional to these Terms and Conditions are hereby rejected and shall not become part of any contract unless expressly accepted by Seller in a written instrument signed by an authorized officer of Seller. Seller’s acceptance of any order is expressly made conditional upon the purchaser’s assent to these Terms and Conditions. Seller’s delivery of goods, performance of services, or failure to object to any purchaser document shall not constitute acceptance of any purchaser terms.
1.2. Any amendments, supplements, side agreements, waivers or deviations from these Terms and Conditions or from Seller’s order confirmation shall be valid only if expressly agreed in writing and signed by an authorized officer of Seller. Sales representatives, customer service personnel, field staff and other employees or agents of Seller are not authorized to amend these Terms and Conditions, grant special terms, waive rights or make binding commitments unless expressly authorized in writing by Seller.

2. Information, advice
Information and advice given on our products are based on our previous experience. The figures quoted are average values found. Information and advice do not obviate the need for acceptance tests on goods supplied or compliance with processing instructions. Information given verbally is not binding.

3. Quotation, contract signature

3.1. Our quotations are made without engagement. A supply contract or other contract becomes binding on us only when we have confirmed the customer’ s order or other order in writing or have delivered the goods.
3.2. Samples and specimens are supplied without engagement for inspection purposes. A purchase according to sample and/or specimen is subject to commercially acceptable deviations or those falling within normal manufacturing tolerances. Unless expressly specified in the order confirmation, the supply of patterns or samples does not constitute a guarantee of quality or service life.
3.3. Samples and specimens must be returned to us in perfect condition within 4 weeks. If they are not returned within this period we shall be entitled to charge the list purchase price. Price lists are available on request at any time.
3.4. Save where expressly otherwise agreed, the information provided by us in text or illustrated form (e.g. descriptions, illustrations or drawings) in catalogues, brochures or other publications conclusively define the quality of the goods we supply and their potential applications. The information we provide is not a guarantee of service life or quality and corresponds to our current state of knowledge. We accept no liability for successful use.

4. Prices

4.1. Unless otherwise expressly stated in Seller’s quotation or order confirmation, all prices are stated in U.S. dollars and are exclusive of any sales, use, excise, customs, duties, tariffs, governmental charges, shipping, handling, insurance, and similar taxes, fees or charges. The purchaser shall be responsible for all such taxes, fees and charges, except for taxes based on Seller’s net income.
4.2. Seller may apply a minimum order surcharge for orders below the minimum merchandise value specified in Seller’s quotation, price list or order confirmation. Any such surcharge shall be stated in U.S. dollars and shall be payable in addition to the purchase price and any applicable taxes, shipping, handling or other charges.
4.3. If, after Seller’s order confirmation and before delivery, Seller’s costs or the costs charged to Seller by its affiliates, manufacturers, upstream suppliers or intercompany suppliers involved in the manufacture, procurement, importation, exportation, transportation or supply of the goods increase by more than an insignificant amount, Seller may adjust the agreed price in proportion to the actual cost increase. Relevant cost factors include, without limitation, manufacturing, procurement, raw material, component, transportation, freight, energy, packaging, labor, customs, duties, tariffs, taxes, governmental charges, insurance, financing, supplier prices, intercompany transfer prices and exchange-rate effects. This price adjustment right shall apply in particular to cost increases incurred by or charged through Dornbracht GmbH & Co. KG in connection with the manufacture or supply of the goods, including increases resulting from U.S. tariffs, import charges or other trade measures affecting goods manufactured in or exported from Germany. Any price adjustment shall be limited to the amount reasonably attributable to the relevant cost increase and shall not include any additional profit margin. Seller shall notify the purchaser of the price adjustment in writing. If the price increase exceeds five percent (5%), the purchaser may cancel the affected portion of the order for products not yet manufactured, customized, specially procured or otherwise committed for the purchaser by giving written notice within ten (10) business days after receipt of Seller’s notice. Products already manufactured, customized, specially procured or otherwise committed for the purchaser may not be cancelled unless Seller expressly agrees in writing.

5. Delivery

5.1. The delivery periods will begin on the date of our order confirmation, but not before any agreed down payment has been received, all of the purchaser ’ s other obligations have been duly and punctually fulfilled and not before all the order details have been finally clarified, the requisite certificates procured and/or all necessary documents provided. The delivery period is deemed to have been met if the goods have left our factory or warehouse before this period has expired, or have been notified as ready for delivery but cannot then be forwarded on time for reasons beyond our control. Delivery dates are deemed to be approximate where there is no provision to the contrary and do not constitute a fixed transaction without a specific agreement to this effect. The purchaser is to inform us no later than at the time of conclusion of contract of any contractual default penalties that may be due vis-à-vis his customer in case of late delivery. Without such prior notification, the purchaser may not assert vis-à-vis us any claims arising from contractual default penalties he may incur.
5.2. When a delivery date not expressly designated as „fixed“ in the order confirmation is overrun, the purchaser may set a reasonable extension period for delivery. We can only be in default on expiry of this extension period.
5.3. Without prejudice to our rights arising from delays in payment by the purchaser, delivery dates will be extended by the period of time that the purchaser fails to honour his obligations towards us.
5.4. Seller’s delivery obligations are subject to timely and proper supply by Seller’s suppliers, provided that Seller has used commercially reasonable efforts to obtain such supply and the failure or delay in supply is beyond Seller’s reasonable control. Seller shall inform the purchaser of any material non-availability or delay without undue delay. Seller’s statutory and contractual rights and remedies remain unaffected.
5.5. Unforeseen, exceptional circumstances beyond our control such as strikes, lock-outs and other industrial action, operational breakdown e.g. due to fire and similar occurrences, difficulties in the sourcing of materials and energy, lack of labour resources, energy and raw materials, government action, transport disruption, difficulties in the obtaining of permits with specific regard to import and export licences, war, acts of terrorism, civil unrest, pandemics, epidemics, cyberattacks, IT or telecommunications failures, embargoes, sanctions, export or import restrictions, border or port closures or other instances of force majeure beyond our control and area of influence, irrespective of whether we or our suppliers are affected by such circumstances or whether they occur during an ongoing delay, the period of delivery is to be extended by the duration of the disruption in addition to a reasonable start-up period. Should the delay/disruption not to be of a temporary nature and should delivery subsequently become impossible or compliance with the contract unreasonable for one party as a result, either party will be entitled to terminate the contract. Claims for compensation are excluded in such cases where neither party is to blame.
5.6. Our liability for loss due to delay arising from slightly negligent breach of duty is excluded, save where the breach of duty results in damage to life, limb or health. A change in the burden of proof to the disadvantage of the purchaser has no connection with this provision.
5.7. Should liability for loss due to delay arise not only from slightly negligent breach of duty, the purchaser may, insofar as he proves the existence of damage due to delay and subject to the exclusion of further claims, only claim compensation amounting to 0.5 % for each full week of delay, up to a maximum of 5 % in total, of the value of that part of the total delivery which owing to the delay could not be used on time or for its contractual purpose.
5.8. We shall be entitled to make part deliveries where acceptable to the purchaser. Part deliveries may be invoiced separately.

6. Forwarding, passage of risk

6.1. Unless otherwise expressly agreed in Seller’s order confirmation, delivery shall be made from Seller’s designated facility, warehouse or distribution location in the United States.
6.2. Shipping terms shall be as stated in Seller’s order confirmation. If no shipping term is stated, delivery shall be deemed to be a shipment contract, and risk of loss or damage shall pass to the purchaser upon Seller’s delivery of the goods to the carrier. Seller may select the carrier, route and method of shipment unless otherwise expressly agreed in writing.
6.3. Title to the goods shall pass to the purchaser upon the earlier of full payment of the purchase price or such other time as expressly stated in Seller’s order confirmation; provided, however, that any retention of title by Seller shall be limited to a security interest to the fullest extent provided by applicable law. Risk of loss shall pass independently of title as provided in these Terms and Conditions and applicable law.
6.4. For drop shipments or direct shipments to a third party designated by the purchaser, Seller may charge a surcharge as stated in Seller’s quotation, price list or order confirmation.
6.5. If shipment or delivery is delayed for reasons attributable to the purchaser, including the purchaser’s failure to provide shipping instructions, approvals, documents, payment, security or other required cooperation, Seller may store the goods at the purchaser’s risk and expense. Seller may charge reasonable storage, handling and insurance costs. If the delay continues after Seller has given the purchaser reasonable written notice, Seller may, without prejudice to any other rights or remedies, resell, reallocate or otherwise dispose of the goods and supply the purchaser within a reasonably extended period.

7. Payment

7.1. Payments shall be made in U.S. dollars, without deduction, set-off, bank charges or other costs, to the account designated by Seller. Checks, if accepted by Seller, shall constitute payment only upon final collection.
7.2. Unless otherwise expressly agreed in Seller’s order confirmation, invoices are due and payable within thirty (30) days from the invoice date, without deduction. Any discount, if granted, applies only if expressly stated in Seller’s invoice or order confirmation and only if all other amounts then due to Seller have been paid in full.
7.3. Overdue amounts shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Seller may also recover all reasonable costs of collection, including reasonable attorneys’ fees, court costs and collection agency fees, to the extent permitted by applicable law. If the purchaser is in default, all outstanding amounts owed to Seller may become immediately due and payable.
7.4. The purchaser shall not withhold, set off or recoup any amounts owed to Seller against any claim or alleged claim against Seller, except to the extent such claim has been finally determined by a court of competent jurisdiction or expressly admitted in writing by Seller.
7.5. If Seller has reasonable grounds for insecurity regarding the purchaser’s creditworthiness, financial condition or ability to perform, including late payment, suspension of payments, insolvency, bankruptcy filing, exceeding of credit limits, adverse credit information or other material deterioration, Seller may suspend performance, withhold shipments, require advance payment, cash on delivery or other adequate assurance of performance. If the purchaser fails to provide such assurance within a reasonable time after Seller’s request, Seller may cancel the affected order or contract, in whole or in part, without prejudice to any other rights or remedies.

8. Security interest

8.1. To secure payment of all amounts owed by the purchaser to Seller in connection with the goods, the purchaser hereby grants to Seller a purchase-money security interest, to the fullest extent permitted by applicable law, in all goods sold by Seller to the purchaser, and in all proceeds thereof, including accounts, payment intangibles, insurance proceeds and identifiable cash proceeds.
8.2. The purchaser shall cooperate with Seller in taking all actions reasonably requested by Seller to create, perfect, continue, maintain and enforce Seller’s security interest, including the execution and delivery of financing statements, amendments, continuation statements and other documents. The purchaser authorizes Seller to file UCC financing statements and amendments describing the collateral as the goods sold by Seller and proceeds thereof.
8.3. Until all amounts secured by Seller’s security interest have been paid in full, the purchaser shall keep the goods insured, shall not grant any lien or security interest in the goods that is prior to Seller’s security interest, and shall promptly notify Seller of any seizure, attachment, lien, levy or other third-party claim affecting the goods.
8.4. Upon default by the purchaser, Seller may exercise all rights and remedies available under these Terms and Conditions, under the Uniform Commercial Code as adopted in the applicable jurisdiction, and under any other applicable law. All rights and remedies are cumulative and may be exercised concurrently or separately.

9. Limited warranty; warranty disclaimer

9.1. Seller warrants to the original purchaser that the goods will, at the time of delivery, materially conform to Seller’s applicable written specifications and be free from material defects in materials and workmanship, subject to the limitations set forth in these Terms and Conditions and in any applicable written warranty conditions issued by Seller.
9.2. This limited warranty does not apply to defects, damage or non-conformities resulting from improper installation, improper use, misuse, excessive load, modification, repair by unauthorized persons, failure to follow installation, operating, maintenance or care instructions, unsuitable water quality or environmental conditions, normal wear and tear, negligent handling, accident, or use with third-party components not approved by Seller.
9.3. The purchaser shall inspect the goods promptly upon receipt and shall notify Seller in writing of any visible damage, shortage or non-conformity without undue delay and in any event within ten (10) business days after receipt. Hidden defects shall be notified in writing without undue delay after discovery. Failure to give timely notice may result in loss of remedies to the extent permitted by applicable law.
9.4. Seller’s sole and exclusive obligation, and the purchaser’s sole and exclusive remedy, for any breach of warranty shall be, at Seller’s option, repair or replacement of the non-conforming goods or parts, or refund of the purchase price paid for the affected goods. Any replaced goods or parts shall become Seller’s property.
9.5. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THESE TERMS AND CONDITIONS OR IN SELLER’S APPLICABLE WRITTEN WARRANTY CONDITIONS, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
9.6. No employee, sales representative, distributor, dealer or other person is authorized to make any warranty, representation or commitment on behalf of Seller that is inconsistent with or in addition to these Terms and Conditions, unless expressly agreed in a written instrument signed by an authorized officer of Seller

10. Liability for damages

10.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, PRODUCTION DOWNTIME, COSTS OF SUBSTITUTE GOODS, OR CLAIMS OF THE PURCHASER’S CUSTOMERS OR OTHER THIRD PARTIES, WHETHER BASED ON CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY ORDER, CONTRACT, DELIVERY, GOODS OR THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE PURCHASE PRICE PAID BY THE PURCHASER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.
10.3. The limitations and exclusions set forth in this Section 10 shall apply regardless of whether any limited remedy fails of its essential purpose, to the fullest extent permitted by applicable law.
10.4. Nothing in these Terms and Conditions shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law.
10.5. Any action for breach of contract, breach of warranty or any other claim arising out of or relating to the sale of goods by Seller must be commenced within one (1) year after the cause of action has accrued, to the fullest extent permitted by applicable law. This period shall not apply to claims that may not be contractually shortened under applicable law.

11. Returned goods

Goods may be returned only with Seller’s prior written authorization and only in accordance with Seller’s return instructions. Unauthorized returns may be refused or returned to the purchaser at the purchaser’s risk and expense. Unless otherwise required by applicable law or expressly agreed by Seller in writing, returned goods shall be shipped at the purchaser’s risk and expense. If Seller agrees to accept a return of non-defective goods, Seller may deduct a restocking and handling charge of twenty-five percent (25%) of the purchase price and may make additional deductions for damage, missing parts, reduced marketability or other loss in value. Returns are excluded for custom-made products, customer-specific configured products, obsolete goods, damaged, used, installed or non-originally packaged goods, and for any goods whose resale in flawless condition cannot be ensured.

12. Data Protection / Confidentiality Agreement

12.1. Seller may collect, use, disclose and otherwise process personal information in connection with the negotiation, conclusion, performance and administration of contracts, customer relationships, deliveries, payment processing, compliance, legal obligations and legitimate business purposes. Seller will process such information in accordance with applicable privacy and data protection laws and Seller’s applicable privacy policy, as amended from time to time. Seller may share such information with affiliated companies, service providers, logistics providers, payment service providers, professional advisers, collection agencies and other third parties where reasonably necessary for such purposes or where required or permitted by applicable law.
12.2. The purchaser shall keep strictly confidential all non-public commercial, technical, financial, pricing, product, business and other information disclosed by Seller, including quotations, drawings, specifications, designs, samples, product data, business plans and trade secrets (“Confidential Information”). The purchaser shall use Confidential Information solely for purposes of the contractual relationship with Seller and shall not disclose it to any third party except to the extent required by law or with Seller’s prior written consent. Confidential Information does not include information that is or becomes publicly available without breach of these Terms and Conditions, was lawfully known to the purchaser before disclosure, or is lawfully received from a third party without confidentiality obligation.

13. Governing law, jurisdiction and venue

13.1. These Terms and Conditions and any contract, sale, delivery, order, quotation or other transaction to which they apply shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict-of-law rules.
13.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
13.3. The exclusive jurisdiction and venue for any dispute, claim, action or proceeding arising out of or in connection with these Terms and Conditions or any contract, sale, delivery, order, quotation or other transaction to which they apply shall lie with the state courts located in Fulton County, Georgia, or, if federal subject-matter jurisdiction exists, the United States District Court for the Northern District of Georgia, Atlanta Division. The purchaser irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.
13.4. We shall, however, be entitled, at our option, to bring an action against the purchaser at any other court having jurisdiction over the purchaser or its assets, including for the collection of unpaid amounts or the enforcement of security interests.
13.5. To the fullest extent permitted by applicable law, each party knowingly, voluntarily and irrevocably waives any right to trial by jury in any dispute, claim, action or proceeding arising out of or in connection with these Terms and Conditions or any contract, sale, delivery, order, quotation or other transaction to which they apply.
13.6. Should any provision of these Terms and Conditions be or become invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions.

Issued May 2026