GTC

General Terms and Conditions

§ 1 Validity of the conditions

The following terms and conditions shall apply exclusively to all deliveries, including those from future business transactions, even if they are not expressly agreed again. These terms and conditions shall be deemed to have been accepted at the latest upon acceptance of the goods or services. Any other terms and conditions of the buyer that deviate from these provisions are hereby rejected.

§ 2 Offer and conclusion of contract

Offers are always subject to change. Orders and verbal collateral agreements shall only be deemed accepted if they have been confirmed in writing by the supplier.

Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.

The supplier's sales staff are not authorized to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract

§ 3 Delivery and performance time

Delivery dates or deadlines that can be agreed as binding or non-binding must be in writing. Unless otherwise agreed, delivery shall be made within the agreed delivery period ex supplier's works or place of sale. The delivery obligation is fulfilled and the risk is transferred to the buyer when the goods are handed over to the forwarding agent or when the goods have left the supplier's warehouse for shipment. If shipment is delayed at the request of the Buyer, the risk shall pass to the Buyer upon notification of readiness for shipment.

The Seller shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for the Seller not only temporarily, even if they occur at the Seller's suppliers or their subcontractors, even in the case of bindingly agreed deadlines and dates. They entitle the seller to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

Such events are in particular:
strikes, lockouts, official orders, power supply failures, operational disruptions, operational restrictions, plant shutdowns, fire, disasters, machine breakdowns, mobilization, war, unrest, raw material shortages, even if they occur at the Seller's suppliers or their subcontractors.

If the hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if the seller is released from his obligation, the buyer cannot derive any claims for damages from this. The Seller may only invoke the aforementioned circumstances if he notifies the Buyer immediately.

If the Seller is responsible for the failure to comply with bindingly agreed deadlines and dates or is in default, the Buyer shall be entitled to compensation for default in the amount of 0.5% for each full week of default, but not exceeding a total of 5% of the invoice value of the deliveries and services affected by the default. Any further claims are excluded, unless the delay is due to at least gross negligence on the part of the seller.

The Seller is entitled to make partial deliveries and render partial services at any time, unless the partial delivery or partial service is of no interest to the Buyer.

Compliance with the Seller's delivery and performance obligations presupposes the timely and proper fulfillment of the Buyer's obligations. If the Buyer is in default of acceptance, the Seller shall be entitled to demand compensation for the damage incurred; the risk of accidental deterioration and accidental loss shall pass to the Buyer upon the occurrence of default of acceptance.

§ 4 Prices

Unless otherwise stated, the Seller shall be bound by the prices contained in its offers for 30 days from their date. In case of doubt, the prices stated in the Seller's order confirmation plus the respective statutory value added tax shall be decisive. Additional deliveries and services shall be invoiced separately.

Unless otherwise agreed, the prices are ex works or ex salesroom, including normal packaging, at the discretion of the seller.

§ 5 Rights of the buyer due to defects

The goods are delivered free of manufacturing and material defects; the period for asserting claims for defects is one year from delivery.

The Buyer must give written notice of defects, transport damage or shortages immediately upon receipt of the goods, but at the latest within one week of receipt of the goods. Defects that cannot be discovered within this period, even after careful inspection, must be reported to the seller in writing immediately after discovery. The notification of defects must in any case be made before the goods are resold, consumed or processed. The duty to inspect extends to the entire delivery.

If the Seller's operating or maintenance instructions are not followed, changes are made to the products or consumables are used which do not comply with the original specifications, claims for defects in the products shall lapse if the Buyer does not refute a substantiated claim that one of these circumstances caused the defect.

Liability for normal wear and tear is excluded.

Only the direct buyer is entitled to claims against the seller due to defects and these are not transferable.

The supplier's warranty is limited - subject to the provisions under § 7 Liability - at the seller's discretion to rectification of defects and replacement of parts that prove to be defective as a result of a circumstance that occurred before the transfer of risk. The Seller shall not be liable for defects that occur later, in particular those that only become apparent during processing or subsequently. This applies in particular to processed goods (planed goods, etc.) with regard to the degree of dryness, dry rot, sponge formation, etc. Furthermore, there is no warranty for the following effects of building moisture and excessive artificial heat.

Replaced parts become the property of the seller.

After consultation with the Seller, the Buyer shall give the Seller the necessary time and opportunity to carry out all repairs or replacement deliveries which the Seller deems necessary; otherwise the Seller shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case the Seller must be notified immediately, shall the Buyer have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Seller.

The buyer has the right to withdraw from the contract within the framework of the statutory provisions if the seller - taking into account the statutory exceptions - allows a reasonable deadline set for the rectification or replacement delivery due to a material defect to expire fruitlessly. If there is only an insignificant defect, the buyer is only entitled to a reduction in the contract price. The right to reduce the contract price is otherwise excluded.

If the use of the delivered goods leads to an infringement of industrial property rights or copyrights in Germany, the Seller shall, at its own expense, procure the right for the Buyer to continue using the goods or modify the delivered goods in a manner that is reasonable for the Buyer so that the infringement of property rights no longer exists.

If this is not possible under economically reasonable conditions or within a reasonable period of time, the buyer is entitled to withdraw from the contract. Under the aforementioned conditions, the seller is also entitled to withdraw from the contract.

In addition, the Seller shall indemnify the Buyer against undisputed or legally established claims of the respective owners of the property rights.

Subject to the provisions of § 7 Liability in the event of infringement of intellectual property rights or copyrights, the obligations of the seller listed in the above section are conclusive.

They only exist if:

• - the Buyer informs the Seller immediately of any asserted infringements of industrial property rights or copyrights,
• the Buyer supports the Seller to a reasonable extent in the defense against the asserted claims or enables the Seller to carry out the aforementioned modification measures,
• the seller reserves the right to take all defensive measures, including out-of-court settlements,
• the defect of title is not based on an instruction of the buyer and
• the infringement of rights was not caused by the fact that the buyer modified the delivery item without authorization or used it in a manner not in accordance with the contract.

§ 6 Payment

Payment deadlines must be strictly adhered to. If the payment deadline is exceeded, interest in the amount of 8% above the respective base interest rate shall be charged, subject to the assertion of any further damages caused by default. The seller is entitled to provide evidence of higher damages.

Discountable bills of exchange shall only be accepted on account of payment by express agreement. Payments by check or bill of exchange shall only be deemed to have been effected upon redemption. Discount charges, bill tax and interest on arrears are to be paid immediately. Collection and discount interest shall be borne by the seller. The seller shall not be liable for timely presentation, protest, notification and return of the bill of exchange in the event of dishonor.

The purchaser is only entitled to offset, withhold or reduce payment, even if complaints or counterclaims are asserted, if the counterclaims have been legally established or are undisputed. However, the purchaser is also entitled to withhold payment due to counterclaims arising from the same contractual relationship.

If the buyer is in arrears with a payment or has suspended his payments or if there are facts which are equivalent to a suspension of payments or question the creditworthiness of the buyer due to other circumstances, the seller is entitled, subject to his other rights, to declare the entire remaining debt due, even if he has accepted checks. In this case, the seller is also entitled to demand advance payment or the provision of security. In such cases, the Seller may also withdraw from all current contracts with the Buyer in whole or in part. The buyer is obliged to return any goods still held by the seller immediately.

The seller is entitled to offset its claims, which also include claims of other companies in Classen, against claims of the buyer recognized by the seller. This also applies if the mutual claims are due at different times.

If goods remaining with the buyer under the aforementioned provisions are taken back, they shall be credited with a maximum of 40% of the purchase price, without prejudice to further claims for damages.

Unless otherwise agreed, the seller's invoices are payable net, without discount, within 30 days of the invoice date. If a cash discount has been agreed, this shall not apply to invoices with a value date and only if all old claims have been settled.

The seller is entitled to offset payments against the buyer's older debts first, despite the buyer's provisions to the contrary, and will inform the buyer of the type of offsetting that has taken place. If costs and interest have already been incurred, the seller shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal performance.

Until the purchase price has been paid in full and until all past and future deliveries of goods within the business relationship - including all ancillary claims - have been paid, the delivered goods remain the property of the seller. Until then, the buyer is not entitled to use the goods for third parties or to assign them as security. Insofar as the Buyer processes or transforms them, the Seller shall be deemed to be the manufacturer within the meaning of § 950 BGB and shall acquire ownership of the intermediate and end products. The buyer is only the custodian. He is entitled to sell the goods or the product manufactured therefrom in the ordinary course of business. He hereby assigns all claims against third parties arising from the resale or on any other legal grounds to the seller as security, to the extent that the goods have been processed. As long as the buyer duly meets his payment obligations to the seller, he is authorized to collect these claims for the account of the seller. However, the seller is entitled to inform the buyer (third party) to be named to him on request of the transfer and to issue instructions. The buyer must inform the seller immediately of any access to the goods delivered under retention of title or to the assigned claims so that the seller can enforce his rights. If the third party is not in a position to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer shall be liable for these.

The right of ownership also applies to the carrier to whom the goods are handed over at the request of the buyer or at the instigation of the seller. The goods subject to retention of title must be handled with care and insured against fire, water damage and theft. Any insurance claims arising in the event of damage must be assigned to the seller. If the security provided by the retention of title exceeds the claim to be secured by 20%, the seller shall release fully paid deliveries at his discretion.

§ 7 Liability

Claims for damages are excluded regardless of the type of breach of duty, including tortious acts, except in cases of willful misconduct or gross negligence.

In the event of a breach of material contractual obligations, the Seller shall be liable for any negligence, but only up to the amount of the foreseeable damage. Claims for loss of profit, saved expenses, claims for damages from third parties and other indirect and consequential damages cannot be demanded unless a quality feature guaranteed by the seller is specifically intended to protect the buyer against such damages.

The limitations and exclusions of liability in paragraphs 1 and 2 do not apply to claims arising from fraudulent conduct on the part of the seller, nor to liability for guaranteed characteristics, for claims under the Product Liability Act or for damages resulting from injury to life, limb or health.

Insofar as the seller's liability is excluded or limited, this shall also apply to employees, workers, representatives and vicarious agents of the seller.

§ 8 Patents/copyrights or trademark rights

The Seller reserves the right of ownership and copyright to cost estimates, drawings, price lists and other documents. They may only be made accessible to third parties with the express prior written consent of the Seller. For each case of infringement, the Buyer shall pay the Seller a contractual penalty of € 50,000.

Advertising with the seller's company logo or the name of the seller's supplier requires the seller's consent in the same form.