SBN Wälzlager GmbH & Co. KG, Jan-Hutzel-Weg 1, 66901 Schönenberg-Kübelberg

(As of February 9, 2026)

§ 1	Scope of Appli­cation, Inclusion
1.1	The following General Terms and Condi­tions of SBN Wälzlager GmbH & Co. KG (herein­after referred to as “SBN”) apply only to those contractual partners who, at the time of concluding the relevant contract, are acting as business entities within the meaning of Section 14 of the German Civil Code (BGB) (herein­after referred to as the “Customers”).
1.2	1.2 Unless otherwise expressly agreed in writing, any deviating, conflicting, or supple­mentary terms and condi­tions of the customer shall not apply.
1.3	1.3 The following General Terms and Condi­tions also apply to future contracts, even if, in individual cases, no explicit reference is made to their inclusion.
§ 2	Offers and Conclusion of Contracts
2.1	2.1 All product and service descrip­tions, dimen­sions, weights, prices, and other infor­mation contained in brochures, catalogs, adver­ti­se­ments, price lists, and other commu­ni­ca­tions, as well as on the website www.sbn.de and all its subpages, are non-binding.
2.2	2.2 All offers made by SBN are non-binding and subject to change unless they are expressly designated as binding in writing. If an offer is expressly designated as binding in writing, this offer from SBN is binding for a period of 4 weeks from the date of submission, unless a different period is expressly specified in writing. We reserve the right to prior sale.
2.3	In the case of a non-binding offer from SBN, a contract is concluded only upon SBN’s confir­mation in writing, but no later than upon SBN’s perfor­mance of the delivery and/or service. In the case of a binding offer from SBN, the contract is concluded upon receipt of the customer’s decla­ration of accep­tance trans­mitted in writing.
§ 3	Nature and Scope of the Service
3.1	Unless otherwise expressly agreed in writing, the quotation prepared by SBN and the infor­mation contained therein shall be decisive for deter­mining the nature and scope of the delivery and/or service to be provided by SBN.
3.2	Any changes to the nature and scope of the goods and/or services to be provided by SBN that the customer requests after the contract has been concluded shall be considered valid only if such changes are expressly agreed upon in writing.
3.3	SBN is entitled to make technical changes to the goods and/or services to be provided by SBN that prove necessary or appro­priate during the detailed planning phase due to technical develo­p­ments, unless such changes are unreasonable for the customer.
§ 4	Production and Delivery Times
4.1	All completion and delivery deadlines specified in SBN’s offer and/or order confir­mation are non-binding, unless they are expressly designated as binding. In the case of non-binding completion and delivery deadlines, SBN will make every effort, within the limits of what is possible and reasonable, to meet these deadlines. If SBN is unable to meet binding delivery deadlines for reasons beyond our control (unavai­la­bility of the service), SBN will inform the customer of this immediately and, at the same time, provide the expected new delivery deadline. If the service remains unavailable even within the new delivery deadline, SBN is entitled to withdraw from the contract in whole or in part; SBN will promptly refund any conside­ration already paid by the customer. SBN shall not be liable for the impos­si­bility or delay of our services to the extent that such circum­s­tances are due to force majeure or other events unfore­seeable at the time the contract was concluded and for which SBN is not respon­sible (e.g., opera­tional disrup­tions of any kind, fire, natural disasters, weather, floods, war, insur­rection, terrorism, trans­por­tation delays, strikes, lockouts, or curfews, shortages of labor, energy, or raw materials, epidemics, pandemics, delays in obtaining any necessary official permits, or official/governmental measures or prohi­bi­tions. Such an event also includes the incorrect or untimely delivery to us by an SBN supplier, provided that SBN is not respon­sible for such delivery and, at the time the contract with the customer was concluded, had entered into a corre­sponding hedging transaction with the respective supplier. In the event of such occur­rences, delivery deadlines shall be automa­ti­cally extended by the duration of the event plus a reasonable ramp-up period. The parties shall promptly provide each other with the necessary infor­mation and shall adjust their contractual obliga­tions in good faith in light of the changed circum­s­tances.
4.2	Unless otherwise expressly agreed in writing, perfor­mance and delivery periods begin upon the conclusion of the contract.
4.3	To the extent that it has been agreed that the goods and/or services to be provided by SBN are to be provided on call, the call must be made with at least 8 weeks’ notice, unless a different notice period for the call has been expressly agreed in writing.
4.4	Unless otherwise expressly agreed in writing, compliance with perfor­mance and delivery deadlines shall be deter­mined by the handover to the freight forwarder, carrier, or any other third party commis­sioned to handle the transport. If it has been agreed that the customer is to pick up the delivery at SBN’s headquarters or another location, compliance with perfor­mance and delivery deadlines shall be deter­mined by the readiness of the delivery and/or service to be provided by SBN at SBN’s headquarters or the other location.
4.5	If the nature and scope of the goods and/or services to be provided by SBN are changed after the conclusion of the contract at the customer’s request, the perfor­mance and delivery deadlines—whether nonbinding or binding—shall be extended by the period of delay resulting from such changes.
4.6	If, due to force majeure, labor disputes, or other events or circum­s­tances beyond SBN’s control, SBN is unable to make the delivery and/or provide the service within the perfor­mance and delivery deadlines, whether non-binding or binding, the perfor­mance and delivery deadlines—whether non-binding or binding—shall be extended by a reasonable period of time.
§ 5	5 Prices, Price Adjus­t­ments
5.1	Unless otherwise expressly agreed in writing, the prices stated in the offers are net prices in euros (EUR), plus value-added tax at the appli­cable statutory rate.
5.2	The prices stated in the offers include packaging costs and are ex works (EXW). The customer shall bear the actual costs incurred for freight, transport insurance, customs duties, and other expenses related to transport.
5.3	If the costs of the materials and services that SBN must procure to fulfill the delivery and/or service (e.g., due to price increases by suppliers, rising raw material prices, or similar factors) after the contract has been concluded, SBN is entitled to increase the price of the goods in line with the cost increase, provided that:
5.3.1	the agreed binding or non-binding execution and/or delivery period exceeds four months, or
5.3.2	the delivery and/or service cannot be provided until at least four months have elapsed for reasons attri­bu­table to the customer, even if the agreed binding or non-binding perfor­mance and/or delivery period is four months or less.
5.4	SBN is entitled at any time, even within the context of an ongoing business relati­onship, to make a delivery, in whole or in part, only upon receipt of payment in advance. SBN shall state this reser­vation no later than upon confir­mation of the order.
5.5	If, after the contract has been concluded (e.g., due to a petition to commence insol­vency procee­dings), it becomes apparent that SBN’s claim to the purchase price or the remune­ration for work is at risk due to the customer’s inability to pay, SBN is entitled, in accordance with statutory provi­sions, to refuse perfor­mance and —if appli­cable, after setting a deadline—to withdraw from the contract (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible goods (custom-made items), SBN may declare its withdrawal immediately; the statutory provi­sions regarding the dispensa­bility of setting a deadline remain unaffected.
§ 6	Terms of Payment, Prohi­bition on Set-off, Right of Retention
6.1	Unless otherwise expressly agreed in writing, the contrac­tually agreed compen­sation is due immediately upon issuance of the invoice.
6.2	All payments must be made in cash or by bank transfer to an account designated by SBN. Unless otherwise expressly agreed, SBN is not obligated to accept checks or bills of exchange.
6.3	Unless SBN expressly issues a reminder regarding a payment by the customer that has not been made despite being due, or unless a reminder is not required under appli­cable law, the customer shall be in default at the latest if he fails to make the payment within 30 calendar days
6.3.1	upon the due date and receipt of an invoice or equivalent payment statement, or
6.3.2	upon the due date and, if the date of receipt of the invoice or payment statement is uncertain, upon receipt of the conside­ration.
6.4	During the period of default, interest shall accrue on the relevant fee claim at an annual rate of 5 percentage points above the appli­cable base rate. In all other respects, the statutory provi­sions apply.
6.5	The customer is not entitled to set off a claim against a claim arising from this contract, unless the claim to be set off is undis­puted or has been legally estab­lished.
6.6	The customer may assert a right of retention only to the extent that such right is based on the same contractual relati­onship.
§ 7	Shipping, Transfer of Risk, Default in Accep­tance
7.1	Unless otherwise expressly agreed in writing, SBN will ship the goods at the customer’s request (obligation to ship). Unless otherwise expressly agreed, SBN is entitled to determine the method of shipment and the carrier. Delivery is Ex Works (EXW). The risk of accidental loss or accidental deterio­ration of the shipment passes to the customer upon handover of the shipment to the carrier; this applies even if SBN has agreed to bear the trans­por­tation and/or freight costs.
7.2	Unless otherwise expressly agreed in writing, reusable packaging used by SBN (e.g., mesh boxes, pallets, crates, and other containers) must be returned to SBN by the customer immediately after delivery or pickup. The customer is respon­sible for the costs of the return shipment.
7.3	SBN is only obligated to take out cargo insurance for the goods if there is a separate, express agreement in writing.
7.4	If it has been agreed that the customer is to pick up the goods at SBN’s place of business or at another location (obligation to pick up), the risk of accidental loss or accidental deterio­ration of the goods passes to the customer upon delivery of the goods to the customer. The risk of accidental loss or accidental deterio­ration of the goods passes to the customer as soon as SBN has requested the customer to pick up the goods with a notice period of at least 14 calendar days, the goods are ready for pickup, and the customer:
7.4.1	fails to pick up the goods within the specified time limit, or
7.4.2	refused to accept the pickup.
7.5	If it has been agreed that SBN is to deliver the goods to the customer’s place of business (obligation to deliver), the risk of accidental loss or accidental deterio­ration of the goods passes to the customer upon delivery. SBN is entitled to have the transport carried out by third parties. The risk of accidental loss or accidental deterio­ration of the goods passes to the customer as soon as SBN offers the goods to the customer for delivery in a manner that consti­tutes a default and the customer:
7.5.1	does not accept the goods, or
7.5.2	refused to accept it.
7.6	Delivery shall be deemed to have taken place if the customer is in default of accep­tance. If the customer is in default of accep­tance, fails to cooperate, or if delivery by SBN is delayed for other reasons attri­bu­table to the customer, SBN is entitled to demand compen­sation for the resulting damages, including additional expenses (e.g., storage costs). For this, SBN will charge a flat-rate compen­sation of 100.00 EUR per calendar day, beginning with the delivery deadline or—in the absence of a delivery deadline—with notifi­cation that the goods are ready for shipment. The right to prove greater damages and SBN’s statutory claims (in parti­cular reimbur­sement of additional expenses, reasonable compen­sation, and termi­nation) remains unaffected; however, the flat-rate compen­sation shall be offset against any further monetary claims. The customer is entitled to prove that we incurred no damages at all or only damages signi­fi­cantly lower than the flat-rate amount specified above.
§ 8	Retention of Title, Insurance Requi­rement
8.1	Title to the goods remains reserved until full payment has been made of all claims to which SBN is entitled against the customer under the contract relating to the goods (simple retention of title).
8.2	If, at the time of delivery of the goods, SBN still has other claims against the customer arising from the business relati­onship, title to the afore­men­tioned goods shall remain reserved until full payment of all claims to which SBN is entitled against the customer arising from the business relati­onship (extended retention of title).
8.3	The customer is entitled to sell the goods delivered by SBN under retention of title in the ordinary course of business; in the event of resale, the customer assigns the future purchase price claim, including all ancillary rights, to SBN as security (extended retention of title). The customer is entitled to collect the claim against the buyer in its own name until such time as SBN revokes this right. SBN is entitled to revoke the authority to collect, to disclose the assignment to the buyer, and to realize the assigned claim if the customer is in default of payment of the purchase price to SBN, has filed for insol­vency procee­dings concerning the Customer’s assets, or if the opening of insol­vency procee­dings concerning the Customer’s assets has been dismissed for lack of assets. If the condi­tions of § 8.3, sentence 4, are met, the customer is obligated, upon request, to provide SBN with all documents and infor­mation relating to the assigned claim and to disclose the assignment to the buyer
8.4	The customer is entitled to combine the goods delivered by SBN under retention of title, in the ordinary course of business, with movable property owned by the customer or a third party. If, as a result of such combi­nation, SBN acquires co-ownership pursuant to Section 947(1) of the German Civil Code (BGB), the value to be assigned to the goods delivered by SBN shall corre­spond to the agreed price of the combined work or delivered item. If, as a result of the combi­nation, the customer acquires sole ownership of the principal item, the customer shall transfer to SBN, upon SBN’s accep­tance, a propor­tionate share of co-ownership corre­sponding to the agreed-upon price of the goods; the transfer of possession is replaced by the Customer holding the principal item in safekeeping for SBN free of charge. If, as a result of the combi­nation, a third party acquires sole ownership of the principal item, the customer is obligated to use its best efforts to ensure that the third party transfers propor­tional co-ownership to SBN in accordance with the third sentence of this Section 8.4. The provi­sions of Sections 8.1 through 8.3 shall apply mutatis mutandis to the co-ownership arising or trans­ferred in accordance with the foregoing provi­sions.
8.5	The customer is entitled to process the goods delivered by SBN under retention of title in the ordinary course of business. Such processing is deemed to be performed on behalf of SBN as the manufac­turer within the meaning of Section 950(1) of the German Civil Code (BGB); the retention of title pursuant to Sections 8.1 through 8.3 continues to apply to the newly manufac­tured item. If the goods delivered by SBN under retention of title are processed together with other materials owned by the customer or a third party, the provi­sions of § 8.4 shall apply accor­dingly.
8.6	The customer is autho­rized to pledge and/or assign as security to third parties any goods delivered by SBN under retention of title only with SBN’s prior written consent.
8.7	The customer is entitled to release the retention of title by providing a directly enforceable guarantee payable on demand by a financial insti­tution headquar­tered in the Federal Republic of Germany.
8.8	If the realizable value of the colla­teral exceeds our claims by more than 10%, we will release colla­teral of SBN’s choosing at the customer’s request.
§ 9	Obligation to Give Notice of Defects, Warranty and Liability, Statute of Limita­tions
9.1	The customer is obligated to inspect the goods delivered by SBN immediately upon receipt, to the extent that this is practi­cable in the ordinary course of business. The customer must notify SBN in writing of any defects revealed during this inspection within a preclusive period of 14 calendar days following delivery of the goods. Warranty claims for such undis­co­vered defects are excluded if a notice of defect is not provided or is not provided within the afore­men­tioned period. Section 442 of the German Civil Code (BGB) and Section 377(5) of the German Commercial Code (HGB) remain unaffected.
9.2	If a defect that was not detec­table during the inspection pursuant to § 9.1 becomes apparent at a later date, the customer is obligated to notify SBN of this defect in writing within a preclusive period of 14 calendar days after the defect is disco­vered. Warranty claims for such hidden defects are excluded if a notice of defect is not provided or is not provided within the afore­men­tioned period. Section 442 of the German Civil Code (BGB) and Section 377(5) of the German Commercial Code (HGB) remain unaffected. The customer bears the burden of presenting evidence and proving that the defect could not have been detected during the inspection pursuant to § 9.1.
9.3	In the event of a material defect, unless warranty claims are excluded pursuant to Sections 9.1 and 9.2, SBN is obligated, by way of subse­quent perfor­mance, at its discretion, to remedy the defect or to deliver a defect-free item. The expenses necessary for subse­quent performance—in parti­cular, trans­por­tation, travel, labor, and material costs—shall be borne by SBN.
9.4	If the customer has installed the defective item into another item or attached it to another item in accordance with its nature and intended use, SBN is obligated, as part of its remedy, to reimburse the customer for the necessary expenses incurred in removing the defective item and installing or attaching the repaired or newly delivered defect-free item only if the defect was not apparent at the time of instal­lation or attachment. The burden of proof regarding the defect’s non-detec­ta­bility rests with the customer. The customer’s claim for reimbur­sement of expenses is limited to the price of the defective item.
9.5	If the remedy has failed, the customer is entitled, in accordance with statutory provi­sions, to rescind the contract or to reduce the purchase price. A remedy is deemed to have failed after the third unsuc­cessful attempt.
9.6	The customer may assert claims for damages based on defects, a breach of any other obligation arising from the contractual relati­onship, or a tort in connection with:
9.6.1	Damages resulting from the inten­tional or negligent injury to life, body, or health,
9.6.2	Damages resulting from the inten­tional or negligent breach of such an obligation, the fulfillment of which is essential for the proper perfor­mance of the contract and on the obser­vance of which the customer regularly relies (cardinal obligation), and
9.6.3	Property damage and financial losses resulting from a grossly negligent or inten­tional breach of duty by SBN or a legal repre­sen­tative or agent of SBN; Claims for damages for property damage and financial loss resulting from a negligent breach of duty are excluded. To the extent that the customer’s claims for damages (1) in the cases specified in § 9.6.2 are based on simple negli­gence, and (2) in the cases specified in § 9.6.3, on gross negli­gence, such claims are limited to the foreseeable damage and do not include lost profits.
9.7	Subject to the provision in the third sentence of this Section 9.7, all warranty claims shall be barred by the statute of limita­tions one year after delivery of the goods. The first sentence of this Section 9.7 applies mutatis mutandis to other claims for damages. Claims arising from a defect in the cases specified in § 438(1)(2) and § 634a(1) of the German Civil Code (BGB), as well as claims for damages in the cases specified in § 9.6.1, are subject to the statutory limitation periods.
9.8	The foregoing provi­sions, in parti­cular the limita­tions and exclu­sions of liability, do not apply to claims under the Product Liability Act (ProdHaftG). These General Terms and Condi­tions do not affect the provi­sions of the Product Liability Act (ProdHaftG).
§ 10	Confi­den­tiality
10.1	“Confi­dential infor­mation” as defined in this Section 10 means:
10.1.1	all technical and business infor­mation made available to the customer by SBN in connection with the initiation, conclusion, perfor­mance, and/or termi­nation of the relevant contract, such as technical drawings, design drawings and plans, photo­graphs and/or simulations/animations of products and/or designs, product and material samples and proto­types, material descrip­tions and speci­fi­ca­tions, calcu­la­tions of purchase and/or sales prices, and customer and/or supplier data;
10.1.2	any infor­mation that SBN has expressly marked or designated as “confi­dential infor­mation” or “confi­dential”;
10.1.3	All infor­mation that, even without being labeled or designated as “confi­dential infor­mation” or “confi­dential,” is generally regarded as confi­dential under accepted standards. Infor­mation that is generally acces­sible or publicly known shall not be considered confi­dential, unless it was made generally acces­sible in violation of this Section 10.
10.2	The customer is obligated to treat all confi­dential infor­mation as confi­dential. The customer may not disclose confi­dential infor­mation to third parties, reveal it to third parties, or otherwise make it available to third parties without SBN’s prior written consent, unless:
10.2.1	the customer is required to disclose, reveal, or make available the confi­dential infor­mation in question pursuant to or as a result of a law or a court or adminis­trative decision;
10.2.2	the disclosure, release, or making available of the confi­dential infor­mation in question shall be limited to the client’s advisors who are bound by profes­sional or contractual obliga­tions to maintain confi­den­tiality with respect to such confi­dential infor­mation;
10.2.3	The disclosure, release, or provision of access to the confi­dential infor­mation in question shall be limited to the customer’s employees, affiliated companies, or external service providers who are contrac­tually bound to maintain confi­den­tiality with respect to the confi­dential infor­mation in question;
10.2.4	The disclosure, release, or making available of the confi­dential infor­mation in question is necessary to protect the customer’s legitimate interests. The customer’s obliga­tions set forth above shall terminate three years after the relevant contract has been fully performed.
10.3	10.3 The customer is autho­rized to use confi­dential infor­mation for commercial purposes, either directly or indirectly, or to allow third parties to use such infor­mation for commercial purposes, either directly or indirectly, only with SBN’s prior written consent.
§ 11	Language of the Contract, Notices
11.1	Unless otherwise agreed in writing, the language of the contract is German.
11.2	If the contract is trans­lated, in whole or in part, into another language or is drafted in multiple languages, the German version shall prevail in the event of any discrepancy or conflict between the German version and the foreign-language version.
11.3	All notices under this contract must be provided in writing and in German. If a notice is not provided in German, the contracting party is obligated, upon SBN’s request, to submit a German trans­lation; in the event of any discrepancy or contra­diction, the German trans­lation shall prevail.
§ 12	Severa­bility Clause
12.1	If any provision of this Agreement is or becomes void, invalid, or unenforceable for any reason, this shall in no way affect the validity or enforcea­bility of the remaining provi­sions, and this Agreement shall remain valid and enforceable, with the exception of the void, invalid, or unenforceable provision. The void, invalid, or unenforceable provision shall be deemed replaced by a valid and enforceable provision that most closely reflects the parties’ intent from both a legal and economic perspective, or that most closely reflects what they would have agreed upon in light of the purpose of this Agreement had they taken this matter into account at the time of its execution.
§ 13	Choice of Law, Juris­diction
13.1	This contract and all non-contractual obliga­tions arising out of or in connection with it are governed by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the Inter­na­tional Sale of Goods (CISG) is excluded.
13.2	The non-exclusive venue for disputes arising out of or in connection with this Agreement (including disputes regarding the existence, validity, or termi­nation of this Agreement or any non-contractual obliga­tions arising out of or in connection with this Agreement) shall be the regis­tered office of SBN.
§ 14	NO RUSSIA CLAUSE
14.1	The [importer/purchaser] may not sell, export, or re-export goods supplied under or in connection with this Agreement that fall within the scope of Article 12g of Council Regulation (EU) No. 833/2014, neither directly nor indirectly sell, export, or re-export to the Russian Federation or for use in the Russian Federation.
14.2	The [importer/buyer] shall use its best efforts to ensure that the purpose of paragraph (1) is not thwarted by third parties in the downstream supply chain, including any resellers.
14.3	The [importer/buyer] shall establish and maintain an appro­priate monitoring mechanism to detect conduct by third parties in the downstream supply chain, including potential resellers, that would frustrate the purpose of paragraph 1.
14.4	Any breach of paragraphs (1), (2), or (3) consti­tutes a material breach of an essential element of this Agreement, and the [Exporter/Seller] shall be entitled to seek appro­priate remedies, including, but not limited to: a) termi­nation of this Agreement; and b) a liqui­dated damages payment equal to 15% of the net contract value of this Agreement or the price of the exported goods, whichever is higher.
14.5	The [importer/buyer] shall promptly notify the [exporter/seller] of any problems arising from the appli­cation of paragraphs (1), (2), or (3), including any relevant activities by third parties that could frustrate the purpose of paragraph (1). The [importer/buyer] shall provide the [exporter/seller] with infor­mation regarding compliance with the obliga­tions set forth in paragraphs (1), (2), and (3) within two weeks of a simple request for such infor­mation.
§ 15	NO BELARUS CLAUSE
15.1	The [importer/purchaser] may not sell, export, or re-export goods delivered under or in connection with this Agreement that fall within the scope of Article 8g of Council Regulation (EU) No. 765/2006, neither directly nor indirectly sell, export, or re-export to Belarus or for use in Belarus.
15.2	The [importer/buyer] shall use its best efforts to ensure that the purpose of paragraph (1) is not thwarted by third parties in the downstream supply chain, including any resellers.
15.3	The [importer/buyer] shall establish and maintain an appro­priate monitoring mechanism to detect conduct by third parties in the downstream supply chain, including potential resellers, that would frustrate the purpose of paragraph 1.
15.4	Any breach of paragraphs (1), (2), or (3) consti­tutes a material breach of an essential element of this Agreement, and the [Exporter/Seller] shall be entitled to seek appro­priate remedies, including, but not limited to: a) termi­nation of this Agreement; and b) a liqui­dated damages payment equal to 15% of the net contract value of this Agreement or the price of the exported goods, whichever is higher.
15.5	The [importer/buyer] shall promptly notify the [exporter/seller] of any problems arising from the appli­cation of paragraphs (1), (2), or (3), including any relevant activities by third parties that could frustrate the purpose of paragraph (1). The [importer/buyer] shall provide the [exporter/seller] with infor­mation regarding compliance with the obliga­tions set forth in paragraphs (1), (2), and (3) within two weeks of a simple request for such infor­mation.

General Terms and Condi­tions of SBN Wälzlager GmbH & Co. KG
, Effective February 9, 2026