General Terms and Conditions (GTC)

General Terms and Conditions of Sale

§ 1 Scope of application

1. These General Terms and Conditions of Sale apply to all transactions concluded with us. They shall apply exclusively and even if we carry out a delivery or service to the buyer without reservation in the knowledge that the buyer’s general terms and conditions conflict with or deviate from our terms and conditions. We shall only be bound by deviating general terms and conditions of the buyer if we expressly agree to them.

2. Our offers are subject to change. Supplements and amendments to agreements and these General Terms and Conditions of Sale, in particular collateral agreements and guarantees by our sales staff, must be made in writing or confirmed in writing to be effective, unless they have been agreed verbally with authorised representatives, in particular managing directors and authorised signatories in the number required according to our entry in the commercial register.

3. The invalidity of one or more provisions of these General Terms and Conditions of Sale shall not affect the validity of the remaining provisions of these General Terms and Conditions of Sale.

§ 2 Delivery of goods

1. Unless otherwise agreed, the goods shall be handed over at our premises. If we dispatch the goods at the buyer’s request, this shall be at the buyer’s expense and risk. If, in such a case, dispatch is delayed for reasons for which the buyer is responsible, the risk shall pass to the buyer at the time when the goods are ready for dispatch at our premises.

2. At the buyer’s request, we will insure the transport at the buyer’s expense.

§ 3 Delivery periods

1. Delivery periods and deadlines shall be deemed to have been met if the goods have left our premises by the time they expire. Compliance with delivery deadlines presupposes the timely and proper fulfilment of the buyer’s obligations.

2. The start of a delivery period presupposes the clarification of all technical questions. It shall not commence before the documents to be procured by the Buyer, in particular authorisations, have been provided.

3. If an advance payment has been agreed, the start of the delivery period shall be subject to receipt of the advance payment by us.

4. Delivery periods shall be extended by a reasonable period in the event of disruptions in the context of labour disputes, in particular strikes and lockouts, as well as in the event of unforeseeable obstacles beyond our control, insofar as such obstacles demonstrably have a considerable influence on the delivery of the goods or the provision of our service. This shall also apply if the circumstances occur at upstream suppliers. If delivery or performance becomes impossible due to one of the aforementioned circumstances, we shall be released from the obligation to deliver or perform.

5. If an upstream supplier does not supply us despite the conclusion of a congruent hedging transaction, we may withdraw from the contract unless we are responsible for the non-delivery by the upstream supplier. This also applies to individual items from a uniform contract, unless the buyer proves to us that he has no interest in a partial performance. 6.

6. Partial deliveries are permissible insofar as they are reasonable for the buyer.

§ 4 Retention of title

1. All delivered goods shall remain our property (reserved goods) until all claims arising from the business relationship, regardless of the legal basis, including future or conditional claims, have been fulfilled.

2. Treatment and processing of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB, without obligating us. The processed goods are deemed to be reserved goods within the meaning of Clause 1. If the reserved goods are processed, combined or mixed with other goods by the Buyer, we are entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires as a result of combining or mixing, the buyer hereby transfers to us the ownership rights to which he is entitled to the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall store them for us free of charge. The resulting co-ownership rights shall be deemed to be reserved goods within the meaning of Clause 1.

3. The buyer may only sell the reserved goods in the ordinary course of business under his normal terms and conditions and as long as he is not in default towards us, provided that the claims from the resale are transferred to us in accordance with the following clauses 4 and 5. The buyer is not authorised to dispose of the reserved goods in any other way.

4. The buyer’s claims from the resale of the reserved goods are hereby assigned to us. We accept the assignment. They shall serve as security to the same extent as the reserved goods. If the reserved goods are sold by the buyer together with other goods not sold by us, the assignment of the claim from the resale shall only apply to the amount of the resale value of the reserved goods sold in each case. In the case of the sale of goods in which we have co-ownership shares in accordance with Clause 1, the assignment of the claim shall apply in the amount of these co-ownership shares.

5. The buyer is 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 cancellation if the buyer is in default of payment to us, has filed an application for the opening of insolvency proceedings or ceases payments. In these cases, we are also entitled to demand the return of the goods and to prohibit the resale and further processing of delivered goods.

Taking back the goods does not constitute cancellation of the contract. At our request, the buyer is obliged to inform his customers immediately of the assignment to us – unless we do so ourselves – and to provide us with the information and documents required for collection.

6. The buyer must inform us immediately of any seizure or other impairment of the reserved goods by third parties.

7. If the value of existing securities exceeds the secured claims by more than 25 per cent in total, we are obliged to release securities of our choice at the buyer’s request.

§ 5 Liability for defects

1. The buyer must inspect the goods immediately after delivery to the buyer and, if defects are found, notify us immediately. In the event of justified notification of defects, we shall take back defective goods and deliver flawless goods in their place. Instead, we shall be entitled to remedy the defect in the goods, taking due account of the interests of the Buyer. In the latter case, the buyer shall give us the opportunity to remedy the defect, in particular to make the goods available to us for this purpose, and to grant us a reasonable period of time to remedy the defect. If the buyer fails to do so, we shall be released from liability for defects.

2. The delivery note must be sent with the returned goods and the reason for the return must be stated.

3. If it turns out that a notice of defects was wrongly raised, we shall be entitled to charge the transport costs in connection with the examination of the notice of defects as well as a reasonable fee for the examination.

4. We shall not be liable for defects caused by improper handling, modifications or repairs by the buyer or third parties.

5. The limitation of liability pursuant to § 6 shall apply to damage that has not occurred to the delivered goods themselves.

§ 6 Limitation of liability

1. We shall be fully liable for damages resulting from injury to life, body or health which are based on at least a negligent breach of duty by our legal representatives or our vicarious agents. Furthermore, we shall be fully liable for damages resulting from an intentional or grossly negligent breach of duty by our legal representatives or our executives. In addition, we shall be liable for damages resulting from an intentional or grossly negligent breach of duty by our vicarious agents or a negligent breach of a material contractual obligation by our legal representatives or vicarious agents in the amount of the typical, foreseeable damage. Essential contractual obligations are such fundamental obligations which are decisive for the conclusion of the contract by the buyer and on the fulfilment of which the buyer may rely.

2. Compensation for damages due to delay in performance shall be limited to 5% of the agreed order value in the event of a merely negligent breach of duty.

3. Otherwise, our liability is excluded in the event of a merely negligent breach of duty.

4. The above limitations of liability shall not apply to claims under the Product Liability Act.

§ 7 Place of fulfilment/jurisdiction/applicable law

1. The place of performance and jurisdiction for all claims arising from the contractual relationship with the Buyer shall be Rodgau/Hessen – also in proceedings involving documents, cheques or bills of exchange.

2. German substantive law shall apply to all legal relationships between us and the Buyer in addition to these Terms and Conditions, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and references to foreign law.