General Terms and Conditions

I. General provisions

1. conclusion

(1) All present and future sales and deliveries shall be governed exclusively by the following terms and conditions.

(2) The Buyer's terms and conditions of purchase are hereby expressly rejected. We shall not be bound by them even if we do not object to them again upon conclusion of the contract.

(3) The content of our order confirmation and our General Terms and Conditions of Delivery and Payment shall be deemed to have been accepted at the latest upon receipt of our goods.

(4) Our representatives are not authorised to conclude contracts.

(5) Delivery and invoicing shall be made at our prices (works list prices), discounts and General Terms and Conditions of Delivery and Payment valid on the day of delivery.

(6) The provisions of the German Commercial Code (HGB) on commercial transactions between registered traders shall also be deemed to have been agreed if the Buyer is not a registered trader within the meaning of the HGB.

2 Terms of payment

(1) Payment must be made within 30 days of the invoice date. The Buyer shall only be entitled to set-off with undisputed or legally established counterclaims; in these cases, the Buyer shall also be authorised to assert a right of retention, which shall also apply insofar as we are responsible for a default in performance, in particular a defect, whereby the right of retention may only be exercised proportionately in these cases.

(2) All our claims shall become due immediately, irrespective of the term of any accepted and credited bills of exchange, if the terms of payment are not complied with or if we become aware of circumstances after the respective conclusion of the contract which, in our opinion, are suitable to reduce the creditworthiness of the buyer. They also authorise us to carry out outstanding deliveries only against advance payment or provision of security. We may also withdraw from the contract after a reasonable period of grace or demand compensation for non-fulfilment. We may also prohibit the resale of the goods delivered subject to retention of title and demand their return or the transfer of indirect possession at the expense of the buyer and revoke the collection authorisation in accordance with Clause 3 (8). If we demand the return of the goods, we or our authorised representative shall be permitted to enter the Buyer's business premises at any time for this purpose. The Buyer shall assist us or our authorised representative in the collection and retrieval of the goods delivered by us and acknowledges that our action aimed at seizing possession does not constitute prohibited self-authorisation or a waiver of fulfilment of its obligations. No right of retention of any kind whatsoever may be asserted against our claim for return. The return transport shall be at the expense and risk of the buyer.

3. reservation of title

(1) All goods delivered shall remain our property ( goods subject to retention of title ) until all our claims, irrespective of their legal basis, in particular also our balance claim, have been fulfilled, even if payments are made for specially designated claims.

(2) Processing and treatment of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB without any obligation on our part. In the event of processing with other goods not belonging to us by the Buyer, we shall be entitled to co-ownership of the manufactured item in the ratio in which they stand to each other: our invoice value of our reserved goods used for the manufactured item to the sum of all invoice values of all goods used in the manufacture. If our goods are mixed or combined with other items and our ownership of the reserved goods expires as a result (§§ 947, 948 BGB), it is hereby agreed that the buyer's ownership or co-ownership rights to the mixed stock or the uniform item shall be transferred to us to the extent of our invoice value of our reserved goods and the buyer shall store these for us free of charge. Items/stocks resulting from the processing or from the combination or mixing shall be deemed to be reserved goods within the meaning of these Terms and Conditions of Delivery and Payment.

(3) The Buyer may only sell the goods subject to retention of title in the ordinary course of business, at his normal terms and conditions and as long as he is not in arrears with his payment obligations to us. He is only entitled and authorised to resell the reserved goods subject to the proviso that the claim arising from the resale is transferred to us in accordance with paragraphs 4 to 7. He is not authorised to dispose of the reserved goods in any other way.

(4) The Buyer's claims arising from the resale of the reserved goods are hereby assigned to us, irrespective of whether the reserved goods are sold without or after processing, mixing or combining and whether they are sold to one or more customers.

(5) In the event that the reserved goods are sold by the Buyer together with other goods not belonging to us, the assignment of the claim from the resale shall only apply to the amount of the invoice value of the reserved goods sold in each case.

(6) If the goods subject to retention of title are resold after processing, in particular after processing with other goods not belonging to us or after combination/mixing, the assignment shall only apply to the amount of our co-ownership share in the sold item or the sold stock.

(7) If the reserved goods are used by the Buyer to fulfil his obligation arising from a contract for work and services or a contract for work and materials concluded by him, the claim arising from the contract for work and services or contract for work and materials shall be assigned to us in advance to the same extent as stipulated in paragraphs 4-6.

(8) The Buyer shall be entitled to collect claims from the resale until our revocation, which is permissible at any time; we shall only make use of the right of revocation in the cases specified in Section 2 (2). The buyer is not authorised to assign the claim under any circumstances. At our request, he is obliged to inform his customers of the assignment to us and to provide us with the information and documents required for collection.

(9) If the value of the securities existing for us exceeds our claims by more than 20% in total, we shall be obliged to release securities of our choice at the buyer's request.

(10) The Buyer must inform us immediately of any seizure or other impairment by third parties.

(11) If the retention of title or the assignment is not effective according to the law in whose area the goods are located, the security corresponding to the retention of title and the assignment in this area shall be deemed agreed. If the co-operation of the Buyer is necessary for the creation of such rights, he shall be obliged, at our request, to take all measures necessary to establish and maintain such rights.

4 Place of fulfilment and jurisdiction

(1) The place of fulfilment for both parties to the contract is Burbach. The place of jurisdiction for both parties to the contract shall be Siegen, also for actions in the bill of exchange and cheque process. We are also entitled to sue the purchaser at his general place of jurisdiction.

(2) The above shall also apply to all those who are liable for the Buyer's obligations. The Buyer shall impose a corresponding contract of obligation on them.

II Execution of deliveries

1. delivery period, delivery date

(1) The delivery period shall only be regarded as approximate. It shall commence on the date of our order confirmation (order acceptance), but not before complete clarification of all execution details.

(2) The delivery period and delivery date shall be deemed to have been met with the timely notification of readiness for dispatch if dispatch is impossible for us through no fault of our own.

(3) The agreed delivery period shall be extended - without prejudice to our rights arising from the Buyer's default - by the period by which the Buyer is in default with its obligations arising from this or another contract. This shall apply mutatis mutandis if a delivery date has been agreed.

(4) If we ourselves are in default, the Buyer must set us a reasonable grace period. After expiry of this grace period, he may withdraw from the contract to the extent that the goods have not been reported as ready for dispatch by the expiry of the grace period.

(5) Claims for damages arising from non-compliance with the delivery period or delivery date and any other legal grounds are excluded.

2. force majeure and other impediments to delivery

Events of force majeure shall entitle us to postpone the delivery for the duration of the hindrance and a reasonable start-up time or to withdraw from the contract due to the part not yet fulfilled. Strikes, lock-outs and other circumstances which make delivery considerably more difficult or otherwise impossible for us shall be deemed equivalent to force majeure, irrespective of whether they occur at our premises or those of a subcontractor. The purchaser may demand a declaration from us as to whether we wish to withdraw from the contract or deliver within a reasonable period of time. If we do not make a declaration, the buyer may withdraw from the contract.

3. acceptance

The Buyer shall carry out an agreed acceptance procedure immediately after notification of readiness for acceptance at our works. The personal acceptance costs shall be borne by the Buyer, the material acceptance costs shall be charged separately.

4 Dispatch and transfer of risk

(1) The goods shall be delivered unpacked and not protected against rust.

(2) The risk - including confiscation - shall pass to the buyer in all cases - e.g. also in the case of FOB and CIF transactions - upon handover to the forwarding agent or carrier, but at the latest when the goods leave the factory. We accept no liability for the consequences of failure to send dispatch notes in good time. We can select the dispatch route to the exclusion of any liability.

(3) In all cases, despatch shall be for the account of the buyer. We shall not be liable for timely transport by rail, lorry or water. We only take out insurance in favour of the buyer on the basis of special agreements. All subsequent increases in the transport costs shall be borne by the Buyer, as well as the additional costs arising from the fact that the shipment is required for any reason on a route other than the intended transport route, e.g. by rail instead of water.

(4) Goods notified as ready for dispatch must be called off immediately. Otherwise, or if dispatch is impossible, we shall be entitled to store them at our own discretion at the expense and risk of the Buyer and to invoice them immediately as delivered ex works.

5. defects/delivery of non-conforming goods

(1) Notices of defects must be received by us in writing within 1 week of receipt of the goods at the place of destination; they will only be taken into account to the extent that the goods are still in the condition in which they were delivered.

(2) Defects which cannot be discovered within this period, even after careful inspection, must be notified immediately after discovery and any processing must be stopped immediately. Notification of defects to our representatives shall be invalid.

(3) If the buyer does not provide us with samples of the rejected material immediately upon request, all claims for defects shall lapse.

(4) We accept no liability for rust and harmful weather influences.

(5) Insofar as we recognise complaints, we shall take back the goods and deliver faultless goods in their place or credit the invoice value. Instead, we may also rectify the defect or replace the reduced value.

(6) All other claims, including claims for damages, regardless of their legal basis, are excluded; § 276 para. 2 BGB remains unaffected. We shall only bear the risk and costs of any return transport if we have expressly agreed to the return shipment in advance.

(7) In the case of contract orders, we shall only be liable for the proper execution of the work undertaken up to the amount of the confirmed or incurred labour costs.

(8) Claims for defects shall lapse at the latest one month after written rejection of the complaint by us, but not before expiry of the statutory limitation periods for defects.

(9) The above provisions shall also apply to the delivery of goods other than those in accordance with the contract and shall also extend accordingly to our secondary contractual obligations.

III Miscellaneous

1. partial deliveries
Partial deliveries are permissible; each partial delivery shall be deemed an independent transaction.

2. prohibition of assignment
The customer's rights under the contract may only be assigned with our prior consent.

3. application of German law
All legal relationships between the purchaser and us shall be governed solely by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties, to the exclusion of foreign law.

4. legal invalidity of individual provisions
The legal invalidity of individual provisions or their partial non-implementation shall not affect the legal validity of the remaining agreements.