General terms of delivery

§ 1 General - Scope

1. The terms of delivery apply to all current and future orders and business relationships.

They apply only to entrepreneurs and legal persons under public law or public special assets.

Entrepreneurs for the purposes of the terms of delivery are natural or legal persons or partnerships with legal personality, who enter into a business relationship and thereby act by pursuing a commercial or independent professional activity.

Customers for the purposes of the terms of delivery are entrepreneurs, legal persons under public law or public special assets.

2. Our terms of delivery exclusively apply. Differing, conflicting or additional terms and conditions of the customer, even if known, do not constitute a part of the contract, unless their validity is expressly consented to in writing. Our terms of delivery shall also apply, even if although we are aware of delivery terms of the purchaser, conflict or deviate from our terms, we nevertheless execute the delivery of the goods to the customer, without reservation.

3. All agreements reached between us and the customers, for the purpose of the execution of this contract, are stipulated in writing in this contract.

§ 2 Contract conclusion

1. Our offers are not binding. The rights to technical modifications and changes in shape, colour and / or weight within reasonable scope, remain reserved.

2. Upon ordering a product the customer makes a binding declaration, with regard to the intent to purchase the ordered goods. We are entitled to accept the contract offer entailed in the order, within two weeks, after receiving it.

The acceptance can be declared either in writing or by delivering the goods to the customer.

3. The contract is concluded subject to the correct and timely delivery by our suppliers. This applies only in the event that the non-delivery is not attributable to us, especially in the case of the conclusion of a congruent hedging transaction with our supplier.

The customer shall be immediately informed by us, in the case of the unavailability of the goods. A payment made will be refunded immediately.

§ 3 Retention of title

1. We reserve the title to the goods until full settlement of all claims from an ongoing business relationship.

2. The customer is obliged to inform us without delay, in the case of third-party access to the goods, such as in the case of seizure, as well as in the case of any damage to or destruction of the goods.

The customer is also obliged to notify us immediately of a change of ownership of the goods, as well as in the case of the relocation of the registered office thereof.

3. We are entitled to reclaim the object of sale, in the case of breach of contract by the customer, particularly in the case of default of payment. The reclaiming of the goods by us does not constitute a withdrawal from the contract, unless we have expressly stated this in writing. We are pursuant to the reclaiming of the goods, entitled to dispose over their exploitation; the proceeds from the exploitation shall be credited to the customer's liabilities – less reasonable exploitation costs –.

In addition, we remain entitled to withdraw from the contract and to reclaim the goods, in the case of the breach of contract by the customer, particularly in the case of default of payment.

4. Insofar as our goods under retention of title are seized at the facilities of the customer, the customer has to inform us immediately and to draw the attention of the third parties to our retention of title. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of third party interference proceedings, the customer shall be held liable by us, for the loss incurred.

5. The processing or transformation of the goods by the customer is always done on our behalf.

Insofar as the goods are processed with other items not belonging to us, we shall acquire joint ownership of the new item, in proportion to the value of the delivered goods to the other processed items, at the time of processing. The same applies mutatis mutandis to the mixing of the goods with other objects. The same conditions apply to the product created by processing or mixing, as those that apply to the goods delivered subject to the reservation of title. The customer keeps the thereby resulting object with sole – or joint ownership for us.

6. The customer is entitled to resell the goods in the ordinary course of business. He/she already as of today assigns to us all claims in the amount of the invoice, which accrue to him/her from the resale against a third party, irrespective of whether the goods have been resold without or after processing. We accept the assignment. Pursuant to the assignment, the entrepreneur is authorised to collect the receivables. We reserve the right to collect the receivables ourselves, insofar as the customer does not meet his/her payment obligations and is in default with the payment. Insofar as this is the case, we can demand that the customer discloses the assigned receivables and his/her debtors, provides all information required for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

§ 4 Prices, terms of payment

1. The offered purchase price is binding.

Unless otherwise agreed, our prices are quoted "ex works / warehouse", and exclude costs for freight, insurance and packing. These are invoiced separately.

2. The statutory VAT is not included in our prices; it will be shown separately in the statutory amount in the invoice, on the day the invoice is issued.

3. The deduction of discount requires a special written agreement.

4. Insofar as the order confirmation does not state otherwise, the net purchase price (without deduction) shall be due for payment within 14 days of the invoice date. Insofar as the customer is in default of payment, we are entitled to charge from the customer, default interest, in the amount of 8% above the base rate. Insofar as we are able to prove a higher damage caused by default, we are entitled to assert this. The customer is expressly permitted to prove that a default damage has not occurred or is considerably lower than the lump sum.

5. The customer has only a right to off set against counterclaims; insofar as his/her counterclaims have been legally established or recognised by us. He/she is entitled to exercise his/her right of retention insofar as his/her counterclaim is based on the same contractual relationship

6. We are entitled to demand from our customers, who are merchants within the meaning of the German Commercial Code, an interest rate of 5% p.a. as of the due date, insofar as a bilateral trade transaction exists.

7. In the event that the customer withdraws from the contract before the contract execution, without us being accountable for this, we shall be entitled to a lump sum damage compensation claim in the amount of 20% of the contract price, insofar as the customer can not prove that no or significantly less damage has occurred than the lump sum. The right to claim further damages remains reserved.

§ 6 Transfer of risk

1. The risk of accidental loss and accidental deterioration is passed on to the customer with the hand over, in the case of a sale delivery with the hand over of the goods to the shipper, the carrier or otherwise to the person or institution designated by the customer to execute the shipment.

2. The hand over shall be deemed to have taken place even if the customer is in default with the acceptance.

3. Insofar as the customer is in default of acceptance or insofar as he/she violates other obligations to cooperate, we are entitled to claim compensation for the damage incurred by us including any additional expenses.

4. Insofar as we do not meet our delivery obligations by the due date, in spite of a reminder from the customer, our obligation to pay damages in the event of slight negligence shall be limited to an amount of 50% of the foreseeable damage, with the exception of personal injury. Compensation also in the case unforeseeable damage necessitates proof of wilful or gross negligent breach of contract.

§ 7 Warranty for defects

1. We offer a warranty for defects of the goods, initially at our option, by way of repair or replacement. We shall be entitled to exercise this right to subsequent performance, three times, in the case of any deficiency liability case. Pursuant to the unsuccessful expiration of the second remedy period, the customer can demand for the cancellation of the contract or the reduction of the remuneration. All warranty for defects claims are excluded, insofar as the goods were altered or processed, without prior written consent on our part. In the case of a minor breach of contract, in particular in the case of minor defects, the customer shall be entitled to exercise a right of withdrawal

2. Obvious defects must be reported to us within a period of one week from receipt of the goods; otherwise the assertion of warranty claims is excluded. The timely dispatch is sufficient for the compliance with the deadline. The customer shall bear the full burden of proof for all claim eligibility requirements, in particular for the defect itself, for the time of the discovery of the defect and for the timeliness of the complaint.

3. Insofar as the customer opts for a withdrawal from the contract due to a legal or material defect, after a failed subsequent remedy, he/she shall not be entitled to also claim for compensation for damages on account of the defect.

Insofar as the customer opts for a compensation for damages pursuant to a failed subsequent remedy, this shall be limited to the difference between the purchase price and value of the defective item. This does not apply if we have fraudulently caused the breach of contract.

4. The warranty period is valid for one year from the date of delivery. This does not apply if the customer has not timely notified us of the defect.

5. We assume no liability for further reaching or else consequential damages or for damages that do not occur on the goods themselves, insofar as we can not be held accountable for intentional or grossly negligent conduct.

6. Valid as the quality of the goods, is in principle only our product description. Public statements, recommendations or advertisements do not constitute a contractual quality specification of the goods.

7. We do not issue guarantees in the legal sense to the customer. Manufacturer warranties remain unaffected.

§ 8 Limitations on liability

1. In the case of slightly negligent breaches of duty, our liability shall be limited to the foreseeable typical contractual and direct average damage that is based on the nature of the goods. This also applies in the case of slightly negligent breaches of duty by our legal representatives or vicarious agents.

2. The foregoing limitations of liability do not affect claims of the customer arising from product liability. Further, the liability limitations do not apply, insofar as we can be held accountable for harm to the body and health or loss of life of the customer.

3. Insofar as third party tort or product liability claims are asserted against us, our employees or vicarious agents, by a third party – regardless of whatever reason – the customer shall be obliged upon the first request to exempt us from or else to compensate us for such claims for damages; this shall not apply in the case of wilful misconduct or gross negligence on our part or our employees or vicarious agents.

4. Damage compensation claims of the customer due to a defect shall expire one year after the delivery of the goods. This does not apply insofar as we are accused of fraudulent intent.

§ 9 Final provisions

1. Applicable is the law of the Federal Republic of Germany. The provisions of the UN law on sales and the Introductory Law to the German Civil Code (EGBGB), do not apply.

2. The exclusive place of jurisdiction for all disputes arising from this contract is that of our registered office.

The same applies insofar as the customer has no general jurisdiction in Germany or insofar as his/her domicile or habitual residence is not known at the time the action is filed.

3. Should individual provisions of the contract with the customer, including these general terms of delivery be or become totally or partly ineffective, the validity of the remaining provisions shall not be affected. The entirely or partly ineffective regulation shall instead have to be replaced by a regulation, whose economic success comes closest to that of the ineffective regulation.

Saarbrücken, dated 2015/09/25. 

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