General Terms and Conditions (GTC) and General Terms and Conditions of Sale (GTCS)

§1 General Information –
Scope of Application 1.1 Our General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (hereinafter referred to as "Buyers") insofar as the Buyer is an entrepreneur (§ 14 BGB [German Civil Code]). The GTCS in their respective version shall also apply as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same Buyer, without us having to refer to them again in each individual case.
1.2 Our GTCS apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent applies in all cases, for example even if we carry out the delivery to the buyer without reservation in full
knowledge of the buyer's general terms and conditions. 1.3 Individual agreements made with the buyer in individual cases (including collateral agreements, supplements and amendments) shall in all cases take precedence over these GTC.
1.4 Legally relevant declarations and notifications to be made to us by the buyer after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing to be effective.
1.5 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

§2 Conclusion of contract
2.1 Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – including in electronic form – to which we reserve ownership rights and copyrights. 2
.2 The buyer's order of goods is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 2 weeks of its receipt by us. 2
.3 Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

§3 Prices – Delivery period and delay in delivery
3.1 The delivery period shall be agreed individually. For custom-made products, the delivery period shall commence when the buyer confirms our product description as being in accordance with the contract.
3.2 If we are unable to meet binding delivery periods for reasons for which we are not responsible (non-availability of the service), we shall inform the buyer of this immediately and at the same time notify them of the expected new delivery period. If the service is also unavailable within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately reimburse any consideration already paid by the buyer. In this context, non-availability of the service shall include, in particular, late delivery by our supplier if we have concluded a congruent covering transaction. Our statutory rights of withdrawal and termination as well as the statutory provisions on the execution of the contract in the event of an exclusion of the obligation to perform (e.g. impossibility or unreasonableness of performance and/or subsequent performance) remain unaffected. The buyer's statutory rights of withdrawal and termination also remain unaffected.
3.3 The occurrence of our delay in delivery is determined in accordance with the statutory provisions. If we are in default of delivery, the buyer may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but shall not exceed a total of 5% of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has not incurred any damage or only significantly less damage than the above lump sum.

§4 Delivery, transfer of risk, acceptance, default of acceptance
4.1 Delivery shall be made from the warehouse, which is also the place of performance. At the request and expense of the buyer, the goods shall be shipped to another destination (sale by delivery). 4
.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk shall pass to the person designated to carry out the shipment upon delivery of the goods. The handover shall be deemed to have taken place if the buyer is in default of acceptance. 4
.3 If the buyer is in default of acceptance, fails to cooperate or delays our delivery for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).

§5 Prices and terms of payment
5.1 Unless otherwise agreed in individual cases, our prices are ex warehouse, plus statutory value added tax.
5.2 In the case of sale by delivery (§ 4 (1)), the buyer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. This does not apply to Euro pallets used for transport; these remain our property.
5.3 The purchase price is due and payable within 30 days of invoicing and delivery or acceptance of the goods. Upon expiry of the above payment period, the buyer shall be in default.
5.4 The buyer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed. However, in the event of defects in the delivery, the buyer shall be entitled to retain a portion of the purchase price commensurate with the defect.

§6
Retention of title 6
.1 We retain title to the goods sold until all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full. 6.2 The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The buyer must notify us immediately in writing if and to the extent that third parties have access to the goods belonging to us.
6.3 In the event of conduct by the buyer in breach of contract, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title. If the buyer fails to pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if such a deadline is dispensable in accordance with the statutory provisions.
6.4 The buyer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
6.4.1 The retention of title extends to the full value of the products resulting from the processing, mixing or combination of our goods, whereby we are considered the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain in force, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
6.4.2 The purchaser hereby assigns to us as security all claims against third parties arising from the resale of the goods or the product, either in full or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 also apply with regard to the assigned claims.
6.4.3 The buyer remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. However, if this is the case, we may demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors (third parties) of the assignment.
6.4.4 If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer's request.

§7 Buyer's claims for defects 7.
1 Unless otherwise specified below, the statutory provisions shall apply to the buyer's rights in the event of material defects and defects of title (including incorrect and short delivery). In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to Sections 478, 479 BGB) remain unaffected.
7.2 The buyer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (Sections 377, 381 HGB). If a defect becomes apparent during the inspection or later, we must be notified of this in writing without delay. The notification shall be deemed to have been made immediately if it is made within two weeks, whereby timely dispatch of the notification shall suffice to meet the deadline. 7
.3 The buyer must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over random samples of the rejected goods for inspection purposes.If the buyer's request to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the buyer.
7.4 If the subsequent performance has failed or if a reasonable period of time set by the buyer for the subsequent performance has expired without success or is dispensable according to the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the case of an insignificant defect.
7.5 Claims by the buyer for damages or reimbursement of futile expenses shall only exist in accordance with § 8 and are otherwise excluded.
7.6 If the buyer has special requirements for one or more products, these must be notified by the buyer before the contract is concluded. Before concluding the contract, the buyer shall be given the opportunity to carry out their own tests by sampling and to check the applicability of the product to the buyer's special requirements. We provide information on technical properties on the basis of tests and experience which can generally be considered reliable. However, this information is provided without obligation and without warranty, unless we have expressly guaranteed it in writing.

§8 Other liability 8
.1 Unless otherwise specified in these GTC, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
8.2 We shall only be liable for damages or reimbursement of futile expenses – regardless of the legal basis – in cases of intent, gross negligence on the part of our executive bodies or senior employees and/or culpable injury to life, limb or health. We shall also be liable for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely) in the event of gross negligence on the part of non-executive employees and in the event of slight negligence; in these cases, however, our liability is limited to compensation for reasonably foreseeable damage typical for this type of contract.
8.3 The limitations of liability resulting from paragraph 2 do not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims by the buyer under the Product Liability Act.
8.4 In the event of a breach of duty that does not constitute a defect, the buyer may only withdraw from the contract or terminate it if we are responsible for the breach of duty. The buyer's right to terminate the contract at will (in particular in accordance with Sections 651, 649 of the British Civil Code) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

§9 Limitation period
9.1 Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery. Special statutory provisions for third-party claims for surrender of property (§ 438 (1) No. 1 BGB) and for claims in supplier recourse in the case of final delivery to a consumer (§ 479 BGB) remain unaffected. In the cases of § 8 (3) as well as intentional or grossly negligent breach of duty or injury to life, limb or health, the statutory limitation periods shall apply.
9.2 The above limitation periods pursuant to paragraphs 2 and 3 shall also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The limitation periods of the Product Liability Act remain unaffected in any case.

§10 Choice of law and place of jurisdiction
10.1 These GTC and all legal relationships between us and the buyer are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. However, the prerequisites and effects of the retention of title pursuant to § 6 are subject to the law of the respective location of the item, insofar as the choice of law in favour of German law is inadmissible or ineffective according to this law.
10.2 If the buyer is a merchant or does not have a general place of jurisdiction in Germany, the exclusive – including international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Krefeld. However, we are also entitled to bring an action at the buyer's general place of jurisdiction.
10.3 The contract language is German. If the contracting parties also use another language, the German wording shall take precedence in case of doubt.