GTC

General Terms & Conditions of Sales and Delivery

Status 1. February 2021 

1. Validity of our General Terms and Conditions of Business
1.1 Our Terms and Conditions of Sale and Delivery apply exclusively. They also apply to future transactions entered into with the contracting party. The contractingparty’s general terms and conditions of business to the contrary or those that differ from our Terms and Conditions of Sale and Delivery shall only be deemedan integral part of the contract provided we have expressly consented to thevalidity of such conditions in writing. Our General Terms and Conditions ofSale and Delivery shall only apply if the contracting party is an entrepreneur(Section 14 BGB (German Civil Code), a legal person under public law or special public funds.

1.2 The contracting party shall be notified in writing of any amendments to our GeneralTerms and Conditions of Sale and Delivery. They shall be deemed approved if the contracting party does not object to them in writing. We shall make special reference to this consequence at the time of notification. The contracting party is to send the objection to us within one month of notification of the amendment. 

2. Bringing about the contract
The contracting party’s order is a binding offer. We may accept this offer at our discretion within 2 weeks by sending a written order confirmation or by sending the ordered goods to the contracting party within this period. Our offers are subject to change without notice and only represent an invitation to the contracting party to place an order.

3. Prices, packaging
3.1 Unless otherwise stated in the order confirmation, our prices are ex works and exclude packaging and freight. Our prices are net prices. The respective statutory value added tax shall be charged separately.

3.2 In the case of contracts where the period between entering into the contract and the delivery date (delivery period) is more than 4 months, we reserve the right to increase the prices in accordance with the cost increases that have occurred due to collective agreements or mate-rial price increases.

3.3 Packaging and freight costs shall be invoiced at cost price. Hire pallets shall remain our property and are to be returned in perfect condition with the following delivery. Returning equivalent and similar pallets is permissible. We shall invoice the cost price if the return does not occur within one month following delivery.

3.4 The contracting party is entitled to return transport packaging of our deliveries to our registered office. The packaging must be clean, free of foreign bodies and sorted according to materials. Otherwise, we shall be entitled to charge the contracting party for the additional cost incurred for disposal.

4. Payment
Our claims are to be settled without delay or deduction, at the latest within thirty days following receipt of delivery.Timely receipt of payment by us within this period is authoritative. However, we are also entitled at any time, as part of current business relations, to make a delivery in full or in part subject to advance payment only. We shall state such a corresponding reservation at the latest upon confirmation of order.

5. Retention rights, setting off
The contracting party shall only be entitled to setting off or retention rights insofar as its claim has become res judicata or is undisputed. The buyer’s counter rights shall not be affected in the case of delivery errors, in particular in accordance with section 10 of these GeneralTerms and Conditions of Sale and Delivery.

6. Delivery, passing of risk and default in delivery
6.1 The expected delivery date is agreed individually and is set out in our order confirmation. An agreed delivery period shall be extended appropriately if the contracting party fails to provide in good time documents, records, materials or the like it is to procure which are required to process the order.

6.2 Deliveries shall be made ex works. The delivery deadline shall be deemed met if the goods leave our premises on the delivery date.

6.3 We may make reasonable and acceptable partial deliveries and invoice them separately, unless a special interest on the part of the contracting party is apparent in a complete delivery.

6.4 The risk of accidental loss and accidental deterioration shall pass to the contracting party up-on delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment or, in the case of transport by our own employees, upon handover to them and departure from our premises. This also applies if we bear the shipping costs.

6.5 If it becomes apparent after entering into the contract that our claims are at risk due to the contracting party’s inability to pay, we may demand advance payment/advance performance if the contracting party does not make sufficient security available to us.

6.6 If we default in delivery, the contracting party must first set us a reason able deadline for sub-sequent performance. The deadline must be at least 14 days.Only once this period of grace has expired in vain shall the contracting party be entitled to withdraw from the contract and claim damages.

6.7 Claims for damages by the contracting party due to delay in performance and claims for damages instead of performance are limited to the order value. This shall not apply if we are guilty of intent or gross negligence or in the event of loss of life, physical injury or detrimental effects on health. The above does no timply a change in the burden of proof to the detriment of the contracting party.

6.8 If delivery is delayed at the request of our contracting party or for reasons for which the contracting party is responsible, we shall be entitled to demand aflatrate storage fee of 0.5% of the net value of the goods for each month or part thereof, but not more than 10% of the net order value. The contracting party shall be entitled to furnish proof that no costs or only lower costs have been incurred. The flat rate storage fee shall then be reduced accordingly. We reserve the right to prove higher costs or greater damage.

7. Foreign deliveries
In addition, the following applies to foreign deliveries:

7.1 Our price quotations exclude fees and the cost of procurement and certification of certificates of origin, consular factors, permits and the like. Unless otherwise agreed, these fees and costs shall, at all times, be borne by the buyer.

7.2 Agreed delivery periods shall be extended if this is due to export formalities.

7.3 Payment is to be made in euros. Foreign bank charges shall be borne by the contracting party.

7.4 If the contracting party does not open letters of credit within the agreed period, we shall have the right to withdraw from the contract without having to set a special grace period. 

8. Cases of force majeure shall release us from our obligation to perform until the force majeure ceases to exist.
8.1 Cases of force majeure shall release us from our obligation to perform until the force majeure ceases to exist. Delivery periods shall be extended and delivery dates postponed for the duration of the force majeure. This shall not apply if we are responsible for the performance hindrance. However, we shall not be responsible for the force majeure even if it occurs at a time when we are already in default. In the event of impossibility of an adequate supply with raw materials and supplies, the impossibility of procuring means of transport, strikes and lock-outs are equated with a case of force majeure. We shall inform the contracting party without delay of the occurrence of force majeure and extension of the delivery period or postponement of the delivery date.

8.2 If the performance hindrance in accordance with Section 8.1 lasts longer than six weeks, both we and the contracting party may withdraw from the contract. The contracting party may also withdraw from the contract before this if performance at a later date would be of no interest to the contracting party. 

9. Reservation of title
9.1 We reserve ownership of all goods delivered by us until all present and future claims arising from the purchase contract and the ongoing business relationship between us and the contracting party have been settled, irrespective of the legal basis. In the event of inclusion in a current account, the reservation of title shall apply to the respective balance. Taking back the goods does not constitute a withdrawal from the contract. However, we shall be entitled to take back the goods in the event of a default in payment on the part of the buyer. The goods shall be credited with the actual proceeds following deduction of the cost of utilizing and taking back the goods. Seizure of the object of sale by us shall, at all times, constitute a withdrawal from the contract. The contracting party undertakes to insure our property against fire, water and theft.The claims against the insurance company are assigned to us.

9.2 The contracting party may process the goods in the ordinary course of business or resell them by way of agreement of an extended and expanded reservation of title. The contracting party is not entitled to otherwise dispose of the goods.The contracting party’s right to process and sell the goods shall cease to apply if it fails to honor its payment obligations to us, otherwise grossly breaches the contracts entered into with us or suffers financial collapse.Cessation of payments, over-indebtedness, filing for insolvency proceedings and any other serious change in the financial circumstances of the contracting party which may lead to a risk to our securities shall be deemed financial collapse. The contracting party is to notify us in writing without delay if an application is filed for the institution of insolvency proceedings or in thecase of access by third parties (e.g. seizure) to the goods that are our property.

9.3 Processing of the goods subject to reservation of title shall apply on hour behalf (Section950 BGB). If the contracting party processes goods for us and other suppliers at the same time, we shall be entitled to co-ownership in accordance withSection 947 f. BGB. If the contracting party combines or mixes our items with an item it owns in such a way that the contracting party’s item is to be regarded as the principal item, the customer hereby as-signs to us a co-ownership share in the main item in the proportion of the value of our item to that of the principal item. Our co-ownership share shall remain in the possession of the contracting party, which shall keep the item on our behalf.

9.4 The contracting party shall assign to us the claims and ancillary rights arising from the resale in proportion to our share of ownership. The contracting party is not entitled to agree on a prohibition of assignment. Partial payments made by the customer of the contracting party to the contracting party shall be deemed to have been initially set off against other claims of the contracting party and shall only be deemed to have been set off against ours after they have been settled in full. The contracting party shall be entitled to collect the assigned claims in the ordinary course of business. This authorizations hall lapse in the cases referred to in 9.2. In such cases, we are entitled to disclose the assignment to the contracting party’s customer. The contracting party shall then undertake to co-operate in the collection of the claim.

9.5 At the contracting party’s request, we undertake to release the securities to which we are entitled in accordance with the above provisions at our discretion to the extent that their realizable value exceeds the claim to be secured by more than 20%.

9.6 The following shall apply in addition to foreign deliveries: Insofar as the law of another country does not permit the reservation of title, but allows us as the seller to reserve other rights to the delivery item, we may exercise all rights of this kind. The contracting party undertakes to co-operate in such measures on our part as we may wish to take to protect our title or, in lieu there of, any other security interest in the delivery item.

10. Liability in the case of defects
10.1 If the contracting party is a merchant, Section 377 HGB (German Commercial Code)shall apply to the obligation to provide notification of defects. If the contracting party is not a merchant, the following shall apply: The contracting party shall notify us of obvious defects without delay, at the latest within 14days of receipt of the delivery/service. Timely dispatch of the notification shall mean the deadline has been met if we receive the notification later. If the notification is not made or not made in good time, the goods/services shall be deemed to have been approved.

10.2 In the event of a material defect, we shall initially be entitled, at our discretion, to rectify the defect or deliver a fault-free item (subsequent performance). In the event of subsequent performance, the contracting party undertakes to provide us with a detailed written description of the defects for which it has made a complaint. In the event of subsequent performance, we undertake to bear all expenses required for the purpose of subsequent performance, in particular transportation, travel, labor and material costs. If the subsequent performance fails or is unreasonable for the contracting party, it may with-draw from the contract or reduce there muneration.

10.3 If our performance entails material defects, we shall only be liable for damages if we are guilty of intent or gross negligence or if we have assumed a guarantee. This does not affect Section 11 of these General Terms andConditions of Sale and Delivery. This does not affect the contracting party’s right to withdraw from the contract, to reduce the purchase price or to demand reimbursement of expenses in the event of a material defect.

10.4 The limitation period for claims for defects shall be one year from delivery of the item or, insofar as acceptance has been agreed or is prescribed by law, upon acceptance of the service. This does not apply in the case of a building or an item which has been used for a building in accordance with its customary manner of use and has brought about the defect in the building or item. This does not affect Section 445b BGB.

10.5 The warranty for material defects is excluded in the case of contracts for the delivery of used goods by us.

11. Liability
Our liability for any legal reason shall be limited to intent and gross negligence. The limitation of liability shall not apply in the event of a breach of material contractual obligations, in the event of loss of life, physical injury of detrimental effects on health, product liability and other mandatory legal provisions and to the extent that reasonable and customary insurance cover is sufficient. Our liability for basic negligence is limited in the event of a breach of material contractual obligations (cardinal obligations) to compensation for the foreseeable damage typical regarding the contract. This does not affect further-reaching liability limitations in ourGeneral Terms and Conditions of Sale and Delivery.

12. Property rights, secrecy
12.1 We reserve the property rights and copyrights to all samples, models, drawings, cost estimates, quotations, calculations and similar information of a physical or non-physical nature, including in electronic form. Such information may not be made available to third parties without our prior, written, con-sent. If the contracting party receives such information in conjunction with the initiation of the contract, the contracting party undertakes to return it to us free of charge if the contract is not entered into.

12.2 The contracting party undertakes to make available only to third parties with our express, written, consent any information expressly designated by us as confidential, or for which a requirement to maintain secrecy arises from the circumstances.Third parties within the meaning of these General Terms and Conditions of Sale and Delivery also include companies affiliated with the contracting party within the meaning of Section 15 AktG.

13. Final provisions
13.1 These General Terms and Conditions of Sale and Delivery and the contractual relationship between us and the contracting party are subject to German law. German substantive and formal law shall also be applicable if German law specifies the applicability of foreign law. Application of the UN Convention on Contracts fort he International Sale of Goods is excluded.

13.2 Karlsruhe shall be deemed the exclusive place of jurisdiction if the contracting party isa merchant. The same applies if the contracting party is an entrepreneur with in the meaning of  Section 14 BGB. However, we are also entitled in all cases to bring legal action at the place of performance for the delivery obligation according to these General Terms and Conditions of Sale and Delivery or a prior individual agreement or at the contracting party’s general place of jurisdiction. This does not affect overriding statutory requirements, in particular in respect of exclusive jurisdictions.