GTCs

General Terms and Conditions (status: 1.1.2021)

1. Scope of application
2. All offers are subject to change.
3. Should individual provisions of the General Terms and Conditions become invalid, this shall not affect the remaining provisions.
4. Any terms and conditions of purchase of the customer/supplier as well as any deviating terms and conditions and other agreements that we do not expressly recognize in writing shall not be binding on us, even if we do not expressly object to them.

 2. Terms of delivery and acceptance

1. Delivery periods shall commence upon receipt of all documents required for the execution of the order. The delivery deadline shall be deemed to have been met upon notification of readiness for shipment if shipment is impossible through no fault of the supplier.
2. If an agreed delivery deadline is not met due to the supplier's own fault, the customer shall be entitled to demand compensation for delay or to withdraw from the contract after expiry of a reasonable grace period, provided that the supplier has not acted with gross negligence or intent, and to the exclusion of further claims, if the customer has indicated in writing that it will refuse performance when setting the grace period. Insignificant deviations from the order quantity and reasonable partial deliveries are permissible.
3. Insignificant deviations from the order quantity and reasonable partial deliveries are permissible.
4. Events of force majeure shall entitle the supplier to postpone the delivery for the duration of the hindrance and a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled. Force majeure shall include strikes, lockouts or unforeseeable circumstances, e.g. operational disruptions, which make it impossible for the supplier to deliver on time despite reasonable efforts; the supplier must provide evidence of this. This shall also apply if the aforementioned impediments occur during a delay or at a subcontractor. The Purchaser may request the Supplier to declare within two weeks whether it wishes to withdraw from the contract or deliver within a reasonable period of grace. If he does not make a declaration, the purchaser may withdraw from the unfulfilled part of the contract.
    

   3. Transfer of risk, shipment, packaging

1. Unless otherwise agreed, the Supplier shall select packaging and shipment at its best discretion.
2. The risk shall pass to the Purchaser when the goods leave the Supplier's works, even in the case of carriage paid delivery. In the event of delays in dispatch for which the Purchaser is responsible, the risk shall already pass upon notification of readiness for dispatch.
    

  4. Retention of title

1. The deliveries shall remain the property of the Supplier until all claims to which the Supplier is entitled against the Customer have been paid. In the case of a current account, the reserved title to the deliveries (reserved goods) shall be deemed security for the Supplier's balance invoice. The group companies belonging to the contractual partners and disclosed to them shall also be deemed to be suppliers or customers.
2. Treatment and processing by the customer shall be carried out on behalf of the supplier, excluding the acquisition of ownership in accordance with § 950 BGB. The Supplier shall remain the owner of the resulting item, which shall serve as reserved goods to secure the Supplier's claims pursuant to para. 1.
3. In the event of processing (combining/mixing) with other goods - not belonging to the Supplier - by the Purchaser, the provisions of §§ 947, 948 BGB shall apply with the consequence that the Supplier's co-ownership of the new item is now reserved goods within the meaning of these terms and conditions.
4. The Purchaser is only permitted to resell the goods subject to retention of title in the ordinary course of business on condition that it also agrees a retention of title with its customers in accordance with paragraphs 1 to 3. The purchaser is not entitled to dispose of the goods subject to retention of title in any other way, in particular pledging or transfer by way of security.
5. In the event of resale, the Purchaser hereby assigns to the Supplier all claims arising from the resale and other claims against its customers with all ancillary rights until all claims of the Supplier have been satisfied. At the Supplier's request, the Purchaser shall be obliged to provide the Supplier with all information and documents required to assert the Supplier's rights against the Purchaser's customers.
6. If the goods subject to retention of title are resold by the Purchaser after processing in accordance with para. 2/ or 3/ or together with other goods not belonging to the Supplier, the assignment of the purchase price claim in accordance with para. 5 shall only apply to the amount of the invoice value of the Supplier's goods subject to retention of title.
7. If the value of the securities existing for the Supplier exceeds the Supplier's total claims by more than 10%, the Supplier shall be obliged to release securities of the Supplier's choice at the Purchaser's request.
8. The supplier must be notified immediately of any seizure or confiscation of the reserved goods by a third party. Any resulting intervention costs shall in any case be borne by the purchaser.
9. If the supplier makes use of its retention of title in accordance with the above provisions by taking back the goods subject to retention of title, it shall be entitled to sell the goods on the open market or have them auctioned. The goods subject to retention of title shall be taken back at the proceeds obtained, but at most at the agreed delivery prices. Further claims for damages, in particular loss of profit, remain reserved.
10. Taking back goods delivered under retention of title does not constitute withdrawal from the contract.
     

  5. Terms of payment

1. Unless otherwise agreed in writing, our claims are due for payment immediately after invoicing without deduction. All payments are to be made in EUR exclusively to the supplier to one of the supplier's bank accounts specified on the invoices. If the agreed payment date is exceeded, interest in the amount of 5% above the respective EURIBOR interest rate shall be charged, subject to the assertion of further damages, unless the supplier provides evidence of higher debit interest.
2. The purchaser may only offset or assert a right of retention if his claims are undisputed or legally binding.
3. Failure to comply with payment conditions or circumstances that are likely to reduce the creditworthiness of the purchaser will result in all claims of the supplier becoming due immediately. In addition, the supplier is entitled to demand advance payments for outstanding deliveries and to withdraw from the contract after a reasonable grace period or to demand compensation for non-fulfillment, to prohibit the purchaser from reselling the goods and to retrieve goods that have not yet been paid for at the purchaser's expense.
4. The supplier is entitled to offset its own claims against claims from deliveries made by the customer.
    

   6. Liability for defects

1. All information about the suitability, processing and application of our products, technical advice and other information is given to the best of our knowledge, but does not exempt the buyer from checking the products for their suitability for the intended purposes and processes.
2. The supplier assumes no liability to the buyer for the properties of the products made from the product/material.
3. The buyer must immediately inspect the delivered goods upon receipt for defects in terms of quality and intended use, including through test processing if reasonable, otherwise the goods are deemed to have been approved. Complaints will only be taken into account if they are made in writing within one week of receipt of the goods, accompanied by supporting documents, including for trial processing. In the case of hidden defects, the deadline is extended to one week after discovery, but no longer than 3 months after receipt of the goods.
4. If the complaint is justified, the supplier is obliged to either repair the defect or deliver a replacement free of charge. If he does not fulfill these obligations within a reasonable period of time, the customer is entitled to declare a reduction in price, change or withdrawal from the contract. Further claims are excluded to the extent permitted by law.
5. For the delivery of goods, any liability for consequential damage is excluded and the only consequence of an accepted complaint is that the goods that have not yet been processed and mixed will be taken back exclusively in the packaging originally delivered by us and at our expense.
6. Unauthorized rework and improper handling will result in the loss of all claims for defects.
7. Liability for defects that occur after mixing with other materials is excluded.
8. We assume no liability for any improper use of the materials we supply
    

   7. Place of jurisdiction

1. The place of performance is the location of the delivery factory.
2. The place of jurisdiction is, at the supplier's discretion, the supplier's registered office or the purchaser's registered office, including for document, bill of exchange and check processes.
3. German law applies exclusively. The application of the uniform laws of July 17, 1973 on the international purchase of movable property (BGB1.IS. 856) and on the exclusion of international sales contracts for movable property (BGB1.IS.868) is excluded.
    

   8. Scope

1. The above conditions only apply to merchants if the contract is part of the operation of their commercial business, legal entities under public law or a special fund under public law