General Terms and Conditions of Sale and Delivery
I. General provisions
(1) The General Terms and Conditions of Business set out below are an integral part of the contractualrelations between us and our contract partners (customers/buyers). This shall also apply for ongoingbusiness relations including in cases in which the contract is concluded by facsimile, telephone or other means, in particular electronically. Terms and conditions of business of the contract partner that deviatefrom these terms and conditions shall only be valid in individual cases and only if this has been explicitlyconfirmed in writing. Fulfilment of the contract by us shall not replace this written confirmation.
(2) The contract shall not come into force until following receipt of our written order confirmation. Upuntil written confirmation of the order, all quotations shall be without engagement and non-binding. Incases of immediate execution of an order, the delivery note or goods invoice shall also be deemed as order confirmation.
(3) Subsidiary agreements, amendments or extensions to the present contract require written confirmation by us.
(4) The documents belonging to the quotation and/or the order confirmation, such as drawings andillustrations as well as other information and performance data, shall only be binding if explicitly markedas binding – even if they are contained in public statements, in particular advertising. Apart from this,information on the subject matter of the delivery or performance is to be treated as approximate only. Inparticular, it shall not constitute any guarantee for the quality or durability of the item, but rather adescription and identification of the goods. Reference to technical regulations such as DIN standardsand the like shall not constitute an assurance of quality by us. This shall also apply to drawings,illustrations, technical information, in particular concerning colour tones in catalogues, lists, offers, order confirmations etc. that are stated as precisely as possible, but which are nevertheless not binding for usas deviations cannot be excluded.
(5) We reserve the right to make alterations and improvements to our articles if these are reasonablefor the customer/buyer with consideration for our interests. The agreed price must be adjusted by us atour reasonably exercised discretion (Section 315 et seq. BGB (German Commercial Code)).
(6) We shall retain title and copyright to the documents belonging to the quotation or orderconfirmation, such as illustrations, drawings, samples and the like. These must not be made accessible to third parties and must be returned to us on request.
(7) The rights of the contract partner arising from the contract are only transferable with our prior consent.
(8) Our deliveries and services shall be deemed as conforming to the contract and accepted if we have set an appropriate deadlines for acceptance after the completion of the work to the customer/buyer and the customer/buyer has not refused acceptance stating at least one defect within this deadline. In allcases, putting into service by the customer/buyer shall be deemed as contractually-conformacceptance. In addition to sale and commissioning of the goods, all forms of finishing or processing as well as the start of any downstream work, for which our services can be regarded as preliminary work, shall be deemed as putting into service by the customer/buyer.
(9) In cases of custom production, we are entitled to exceed or underachieve the agreed scope of delivery by up to 10%.
II. Prices and payment terms
(1) Our prices are to be understood as ex-warehouse or ex-works, strictly net and subject to value added tax at the respective statutory rate, plus transport costs and the costs of normal packing. Pricesstated as freight paid shall apply subject to the proviso of unhindered rail, road and ship transport usingthe traffic routes that come into consideration. Dead freight shall be for the account of the customer.Special packing will be invoiced separately.
(2) If no agreement to the contrary has been made on the basis of our quotation or the written orderconfirmation, payments shall be due as follows:14 days less 2% settlement discount, the date of receipt by us shall be authoritative. For paymentsreceived later discount deductions shall be excluded.Partial payments as well as freight and packing costs invoiced separately are not discountable. Bills ofexchange and cheques shall not apply as means of payment and exclude the deduction of a settlementdiscount. Invoices must be paid in such a way that we have access to the amount on the due date
(3) The prices stated in the order confirmation are binding in the event of delivery within four monthsfollowing conclusion of the contract. In the event of later delivery, we shall be entitled to increase theprices if circumstances change subsequent to conclusion of the contract, in particular an increase inraw material prices and wage or transport costs, or an increase in our purchasing prices. In such cases, price alterations are only possible within the scope of and for the purpose of balancing out the said in creases in prices and costs.
(4) Special packing requests of the customer/buyer must be notified to us in writing at the latest fourweeks prior to the delivery or dispatch date. Additional costs resulting from this must be reimbursed by the customer/buyer.
(5) The pallets, containers or the like, explicitly marked in the invoice and/or notification of dispatch as loaned packing, must be returned freight-free in a clean and undamaged condition.
(6) At the special, written request of the customer/buyer and against acceptance of the costs by the latter, we shall arrange insurance of the delivery against theft, breakage, damage through transport, fire and water as well as against other insurable risks.
(7) The withholding of payments by the customer/buyer is excluded if the counterclaims result fromanother contractual relation. If the counterclaim is based on the same contractual relation, the with holding of payments is only admissible if the counterclaims concerned are undisputed or have been established by declaratory judgment.
(8) The customer/buyer can only declare offsetting against counterclaims if the claims concerned areundisputed or have been established by declaratory judgment.
(9) If the customer/buyer defaults on a claim, either in part or in full, all our claims from the entirebusiness relation shall become due immediately, without consideration for agreements to the contrary.Inthis case, the customer must no longer sell the items under our sole or joint ownership, andmust return them to us at our request. Furthermore, the customer must then no longer collectthe claims assigned to us within the scope of the extended retention of title, but rather must inform the third-party debtor immediately of the assignment of the claim to us.
(10) If, in cases of default by the customer/buyer on payment of a claim, we are entitled to withdraw from the contract, we shall also be entitled to withdraw from all further contracts not yet executed. Additionally,in cases of default by the customer/buyer on payment of a claim, we shall be entitled to withholdfulfilment of all further contracts until complete fulfilment of all claims to which we are entitled againstthe customer/buyer. The customer/buyer can avoid this right of retention through the provision of anabsolute, indefinite guarantee from a bank, licensed for commercial operations in Germany, in theamount of all outstanding claims. We reserve the right to assert claims for damages.
(11) The customer/buyer hereby declares his agreement to the fact that we can declare offsetting against claims of the customer/buyer even if the due dates of the reciprocal claims are different or if payment by one party in cash and by the other party by bill of exchange or customer’s bill has been agreed.
III. Basis for credit
(1) A precondition for delivery is the creditworthiness of the customer/buyer. In the event of us receiving information subsequent to conclusion of the contract which gives us reason to believe that the granting of credit in the amount resulting from the order is not without risk, or in the event of facts arising which give rise to doubts in this respect, in particular a major deterioration in the economic situation (forced execution, cessation of payments, insolvency, dissolution of the business, transfer of ownership of the business), we shall be entitled to demand payment in advance, the provision of collateral or cash payment without consideration for any conflicting previous agreements.
(2) Subject to the same preconditions and following delivery to the customer/buyer, we shall be entitled to inspect the warehouse of the customer/buyer and to take provisional custody of goods subject to our retention of title or equitable liens up until payment in cash, without consideration for any conflicting previous agreements. Transport and storage costs shall be for the account of the customer/buyer.
(3) We shall also be entitled to the above mentioned rights under Subsections 1 and 2 in the event of failure by the customer/buyer to comply with the terms and conditions of payment.
IV. Delivery periods and delivery deadlines
(1) In the absence of any explicit statement to the contrary in the order confirmation, the delivery dates indicated by us are non-binding and no guarantee will be assumed for adherence to these.
(2) The delivery period shall begin on the date of final confirmation of the order, not, however, before complete clarification of all execution details, in particular receipt of any documents to be provided by the customer as well as receipt of any down payment agreed and due upon conclusion of the contract.Adherence to the delivery deadline also presupposes fulfilment of the contractual obligations of the customer/buyer, in particular all obligations to cooperate such as the provision of the documents to be provided by him, the provision of materials, approvals, releases etc.
(3) Without prejudice to our rights from default, the agreed delivery period shall be extended by the period during which the customer/buyer is in default on his obligations from this or any other contract.
(4) The delivery period shall be considered adhered to if the delivered item has left the works prior to expiry of the delivery period or, in the event of collection by the customer/buyer, is ready for dispatch and the customer/buyer has been notified of this. The customer/buyer cannot reject partial deliverie sunless these are unreasonable for him.
(5) The agreed deadlines shall also be considered as complied with through notification of availabilityfor dispatch, if the delivered items cannot be delivered on time or the service cannot be provided on timewithout fault on our part. The delivery period shall be extended to an appropriate extent in the event ofmeasures within the scope of industrial disputes, in particular strikes and lock-outs, in the own companyas well as in third-party companies , provided we are not guilty of any failure to take over, to takeprecautions or to avert; furthermore, in the event of unforeseen occurrences such as mobilisation, war,blockade, import and export bans, special statutory or official regulations or decrees (e.g. in the eventof an epidemic), a lack of raw materials or fuel, fire or traffic closures, or force majeure, if such hindrancesdemonstrably have an influence on the completion or delivery of the delivered item and occur in ourcompany, in an upstream supply company or with a subcontractor or transport company and are notattributable to us, whereby our liability is only excluded for slight negligence. If the above circumstancesapply, we shall also be entitled to withdraw from the contract. The above mentioned extensions of delivery periods shall also apply if the disturbances occur while we are in default.
(6) In the event of culpable failure to comply with a binding delivery period for reasons other than thoseset out in Point IV Subsection 5, the customer/buyer can, following expiry of an appropriate period ofgrace set in writing as well as given the presence of all other statutory preconditions, only withdraw fromthe contract. Claims for damages cannot be asserted unless we have acted intentionally or with gross negligence.
(7) If dispatch is delayed at the request of the customer/buyer or for reasons for which the customer/buyer is responsible, we shall, with effect from one month following notification of availability for dispatch, invoice the customer/buyer for the costs resulting through storage – in the event of storage in our works at least 1.0% of the invoice amount for each month or part thereof (subject to the reserve of demonstration of significantly lower costs). The assertion of farther reaching rights as a result of default shall remain unaffected.
(8) In addition, we shall be entitled – following the setting and unsuccessful expiry of an appropriate deadline for acceptance – to dispose of the delivered item in another manner and to supply the customer/buyer anew within an appropriate period, or to withdraw from the contract and/or to claim damages.
(9) Special acceptance of the goods must be agreed. This acceptance shall take place in our works onthe agreed acceptance date. If this acceptance is not carried out within three days of the acceptancedate, acceptance shall de deemed as carried out, or the goods as defect-free upon leaving our works.
V. Security interests
(1) We shall retain title to the goods delivered by us, as well as to any items resulting from their finishingand processing, until fulfilment of all current and future claims to which we are entitled against thecustomer/buyer from the business relation, including conditional and time-restricted claims andirrespective of the legal grounds. The claim secured as defined above also includes expenses resultingin connection with the conclusion and execution of the contract, the maintaining of the item and theassertion of the rights to the item reserved by us. These are in particular: costs of acceptance, dispatch,packing as well as interest after the due date and default interest, costs for the setting, storage andinsurance as well as the costs incurred by us through the judicial or extra-judicial assertion of our rights.If legally admissible, we shall, in the event of default on payment by the customer/buyer, also be entitledto assert the rights from the retention of title without withdrawing from the contract. If bill of exchangeliability of the seller is created in connection with payment of the purchasing price by thecustomer/buyer (cheque/bill of exchange procedure), the retention of title shall not lapse beforeredemption of the bill of exchange by the customer/buyer as drawee.
(2) The customer/buyer is obliged to store the goods subject to retention of title separately and to markthem separately. The customer is not entitled to pledge or transfer goods by way of security if these arecovered by our equitable liens. The customer/buyer is only entitled to sell the goods delivered and theitems arising from their treatment, processing, combination, blending and mixing in the ordinary courseof business, in return for cash payment or subject to extended retention of title. Transfer by way ofsecurity, pledging and other disposals that endanger our rights are not permitted. Any processing ortreatment will be carried out by the customer/buyer for us, without this resulting in obligations for us. Ifthe customer/buyer processes or mixes our equitable liens with other articles owned by him, weshall be entitled to sole ownership of the new items. If the customer processes or mixes our equitableliens with other articles not owned by him, we shall be entitled to joint ownership of the new items in theratio of the value of the goods, transferred by way of security, to the other articles at the time ofprocessing and treatment. The customer/buyer hereby transfers to us henceforth any joint ownershipshares to which he is entitled as a result of joining or combining or mixing of the goods deliveredwith other items. If, following finishing or processing, the customer/buyer acquires any joint ownershipshares of third parties to the new item, in particular as a result of payment of the claim of the third party,(joint) ownership shall pass to us. The customer/buyer hereby also assigns his claims to acquisition ofthe joint ownership to us henceforth. The customer/buyer will keep the items free of charge and withthe diligence of a prudent businessman. He shall be liable for own, intentional or negligent conduct, like wise for that of his legal representatives and of persons used by him for fulfilment of his obligations.
(3) In the event of onward sale of our goods or of the new items produced from our goods, thecustomer/buyer must draw the attention of his customers to our ownership.
(4) The customer/buyer hereby transfers to us henceforth the claims to which he is entitled from theonward sale (processed or non-processed), or on any other legal grounds concerning our equitableliens, in their full amount. This also includes claims for damages as a result of damage to or destructionof the goods transferred by way of security or from unjustified enrichment, irrespective of whether theseare contractual or statutory entitlements against the party causing the damage, insurance companies orother third parties, as well as claims for compensation for benefits obtained. If the conditional commodityis sold by the customer/buyer in a non-processed condition together with own or third-party goods, thecustomer/buyer shall assign the claims resulting from the onward sale to us in the amount of the valueof the conditional commodity. If the share of the purchasing price attributable to the sale of ourconditional commodity is higher than the value of our conditional commodity, we shall also be entitled tothe additional amount.
(5) If we acquire joint ownership to the new item through finishing or processing of our equitable lienswith goods of other suppliers, the assignment in the event of onward sale shall cover the share of theclaim corresponding to our joint ownership share if this can be calculated; otherwise, the invoice valueof our processed goods transferred by way of security. The exceeding claim from the sale of the totalitem is hereby assigned to us subject to the condition precedent of satisfaction of the secured claim ofthe jointly entitled supplier(s). The customer/buyer hereby assigns to us henceforth any claims againstother jointly-entitled suppliers to retransfer of the claim from the onward sale.
(6) If the finishing or processing is carried out within the scope of a contract for work and services or acontract for work and materials, the customer/buyer shall also assign the pro-rata claim to workremuneration – corresponding to the value of the goods transferred by way of security – to us in advance.
(7) If the above mentioned claims are included in a current account relation by the customer/buyer, thecurrent account claims are hereby assigned to us in their full amount. Following balancing out, they shallbe replaced by the balance which is considered as assigned up to the amount accounted for by theoriginal current account claims. This shall apply accordingly for the closing balance in the eventof ending of the current account relation.
(8) As long as the customer/buyer fulfils his obligations, all assignments will be treated as a dormantassignment and the customer/buyer will be authorised to collect the claim The customer/buyer mustpost the amounts received against the assigned claim separately and must keep them separately.
(9) In the event of the contracts, concluded by the customer/buyer within the scope of the onward saleof the goods, transferred by way of security, being invalid or null and void, the customer/buyer herebyassigns henceforth to us the statutory claims to which he is entitled instead of the contractual claimsassigned, in particular claims to enrichment, in the same scope.
(10) If and in so far as the registration and/or the fulfilment of other requirements is a precondition forthe effectiveness of the transfer by way of security, the customer/buyer is obliged to carry out all actionsnecessary for this immediately and at his own expense and to make all required notifications.
(11) If the value of the collateral exceeds our claims by more than 20%, the customer/buyer shall beentitled to demand corresponding release of collateral. The customer/buyer is obliged to provide us withevidence of the continued existence of the collateral on request, and to provide all information requiredfor their valuation.
(12) The customer/buyer must notify us immediately of access to the equitable liens or the assignedclaims by third parties, in particular enforcement measures, and must hand over the documents requiredfor intervention. The costs of the intervention shall be for the account of the customer/buyer.
(13) The costs of any return transport of the equitable liens in the event of violation of the contract shall be for the account of the customer/buyer.
(14) If the liabilities of the customer/buyer are settled by direct debit, our rights from the equitable liens regulated above shall remain until such time as revocation of the direct debit is no longer possible, in so far as our rights do not continue to apply anyway on the basis of the above rulings.
(15) If the customer/buyer defaults on his liabilities secured by the above mentioned security interests, either in part or in full, or if we become aware of circumstances that can be considered as endangering our rights, we can demand handover of the goods under our ownership, without previously declaring withdrawal from the contract or setting a deadline for fulfilment of the payment deadline. The existence of the contract and the obligation of the customer/buyer shall not be affected by any such demand and by handover of the goods.
VI. Passing of risk – warranty – claims for damages
(1) All risks shall pass to the customer/buyer upon handover of the delivered item to the freight forwarder or carrier. This shall also apply if partial deliveries are made or if we have also assumed otherperformances, for example the setting up of the delivered item, as well as in the event of freight- freedelivery, cif, fob and similar transport clauses. In cases of transport using our vehicles and staff, all risksshall pass to the customer/buyer upon ending of the loading procedure. In the event of a delivery delayfor which we are not responsible, all risks shall pass to the customer/buyer on the date of receipt of thenotification of availability for dispatch.
(2) If acceptance is required, this shall be authoritative for the passing of risk. This must be carriedout immediately by the deadline for acceptance, alternatively following our notification of availability foracceptance. The customer/buyer cannot refuse acceptance due to the presence of an immaterial defect.In the absence of any agreement to the contrary, acceptance tests agreed in the contract will be carriedout at our registered business domicile during normal working hours. If the contract does not containany provisions regarding technical details, the prevailing general practice in the branch ofindustry concerned in the country of manufacture – i.e. the Federal Republic of Germany –shall be authoritative for the tests.
(3) If processed goods are returned for reasons for which we are not responsible, the customer/buyer shall bear all risks.
(4) We shall provide a warranty in accordance with the following regulations for defects to our services present at the time of passing of risk:
(a) The customer/buyer is obliged to check our deliveries immediately and carefully, and to report any complaints. Obvious or recognised defects and variances as well as defects and variancesthat can be ascertained given thorough examination, must be reported to us by thecustomer/buyer immediately in writing with immediate discontinuation of any finishing orprocessing. Warranty obligations shall be excluded in the event of violation of the obligations toexamine and report, and our performance shall be deemed as accepted. Farther-reachingstatutory obligations and/or responsibilities of the customer/buyer shall remain unaffected. The same shall apply to farther-reaching statutory consequences of violation of such obligations/responsibilities.
(b) If the customer/buyer does not give us the opportunity of satisfying ourselves of the defect and/or, in particular, if he does not provide us with the goods subject to complaint or samplesthereof immediately on request, all warranty claims shall lapse.
(c) In the event of justified, on-time notification of a defect, we shall be obliged to choose betweenrepair, replacement delivery or production of a new item. If both forms of subsequent fulfilm entinvolve disproportionate costs as defined in Section 439 Subsection 3 BGB or Section 635Subsection 3 BGB, we shall be entitled to refuse both forms of subsequent fulfilment. If subsequent fulfilment fails or if we fail to comply with the obligation to make replacement deliveryor fail to do so in accordance with the contract, the customer/buyer can choose betweendemanding a reduction in the remuneration or withdrawing from the contract; with divisibledeliveries, the customer/buyer shall be entitled to these rights only for the defective part of thedelivery, unless he is not able to use the defect-free part of the delivery. In the event of onlyminor non-conformity with the contract, in particular only minor defects, the customer/buyer shallnot, however, be entitled to a right of withdrawal. If the customer/buyer chooses to withdrawfrom the contract on the basis of a legal or material defect and following failed subsequentfulfilment, he shall not additionally be entitled to damages due to the defect.
(d) In particular, no warranty shall be assumed in the following cases:Unsuitable or incorrect use, defective assembly and/or commissioning by the customer/buyeror a third party, natural wear and tear, incorrect or negligent treatment, incorrect maintenance ,unsuitable operating materials, defective construction work, unsuitable building ground,chemical, electrochemical or electric influences, unless we are responsible for these.
(e) All warranty obligations shall lapse if the delivered item is altered by an outside party or through the installation of parts from an outside source, unless the defect is not causally related to thechanges. The same shall apply if regulations for dispatch, packing, installation, treatment, useor maintenance are not complied with, or in cases of incorrect assembly or commissioning bythe customer/buyer or third parties. If the delivered item is damaged through incorrect treatment,a warranty shall be excluded. In particular, we shall not be liable for incorrect storage orunsuitable operating materials as well as for climatic or other influences.
(f) If a defect reported turns out to be unjustified, the customer/buyer is obliged to reimburse us forall costs incurred by us as a result.
(g) The above limitations of liability do not apply to claims of the customer/buyer based on productliability. We shall assume product liability in accordance with the respectively applicable laws ofthe Federal Republic of Germany. Liability over and beyond the statutory rulings is herebyexcluded. In addition, the limitations of liability shall not apply in cases of injury to life, limb or health of the customer/buyer that can be attributed to us.
(h) Replacement shall only be provided for missing parts if their delivery is documented through adelivery note signed by us and the risk for the missing parts has passed to us. Upon receipt, weshall accept the goods, delivered to us by the customer/buyer, subject to the reserve of factuallycorrect information concerning the weight or the capacity for finishing. A check will be carriedout during production. Consequently, missing parts delivered in large quantities will only bereplaced if their delivery is documented, and the quantity or the weight has been ascertainedjointly during acceptance.
(i) A defect to a partial delivery shall not entitle the customer/buyer to cancel the entire contract.
(j) Warranty claims based on a defect to our deliveries and services are limited to a maximum of twice the amount of the net price invoiced by us for the finishing or processing. This limitation ofliability shall not apply if a defect causes damage to items of the customer/buyer or to persons; as such the statutory provisions shall apply.
(k) It is the sole responsibility of the customer/buyer to ensure that the goods are suitable for his specific purpose in terms of quality and condition. Consequently, unsuitability does not justifyany claims unless we have given express written assurance that the goods are suitable for theenvisaged purpose. Information on characteristics provided by us does not constitute aguarantee in the legal sense. Any manufacturer's guarantees shall remain unaffected.
(5) If use of the delivered item leads to the violation of industrial property rights or copyright in Germany,we shall, as a fundamental rule and at our expense, obtain the right to continued use for thecustomer/buyer or modify the delivered item in a manner that is reasonable for the customer/buyer, suchthat it no longer violates protected privileges. If this is not possible at economically appropriate conditionsor within an appropriate period, the customer/buyer shall be entitled to withdraw from the contract. Giventhe preconditions stated, we shall also be entitled to withdraw from the contract. In addition, we shall indemnify the customer/buyer against claims of the corresponding owners of protected privileges that are undisputed or have been established by declaratory judgment.
The above mentioned obligations shall only apply if
a)the customer/buyer informs us immediately of violations of protected privileges or copyright asserted
b) the customer/buyer supports us in an appropriate scope in defence against the claims asserted or makes it possible for us to carry out the modification measures
c) the right is reserved for us to take all defence measures including out-of-court rulings
d) the legal defects are not based on instructions of the customer/buyer, and
e) the violation of rights has not been caused by the customer/buyer having altered the delivered item arbitrarily or used it in a non-contractually-conform manner.
(6) Advising by our employees shall not constitute either a contractual legal relation or an accessory obligation from the contract, with the result that we shall not be liable for any such advising, subject tothe reserve of express written agreements to the contrary.
(7) The period of limitation shall not be extended by the replacement of parts within the scope of the performance of repair work or by replacement deliveries.
(8) Liability
We shall be liable without limitation for intent and gross negligence and also in the event of slightly negligent conduct in case of injury to life, limb or health. Above and beyond, slightly negligent conducton our part shall only result in liability for damages if “essential contractual obligations” (majorobligations) are violated. “Essential contractual obligations” are obligations that protect essential legalpositions of the contract partner, which the contract must guarantee in view of its content and purpose.Also essential are the obligations with which compliance is indispensable for achievement of thecontractual purpose and the observance of which the contractual partner regularly trusts and is entitledto expect. However, in the event of a slightly negligent breach of material contractual obligations, liabilityis limited to foreseeable damage typical of the contract. A change in the burden of proof to thedisadvantage of the contractual partner is not associated with the above provisions. Liability for indirectand unforeseeable damages, loss of production and use, loss of profit, failure to achieve savings andfinancial losses due to third-party claims is excluded in the case of simple negligence - except in thecase of injury to life, limb or health. However, the above limitations or exclusions of liability do not applyto any mandatory statutory liability without fault (e.g. under the German Product Liability Act) or liabilityunder a guarantee without fault. Insofar as liability is excluded or limited under the above provisions, this shall also apply to the personal liability of our employees, workers, representatives, bodies and vicarious agents.
(9) All claims of the customer/buyer for defects shall become statute barred one year following deliveryof the goods or - in the event of contracts for work and services - one year following acceptance of thework or service. Rulings to the contrary shall only apply if we have maliciously failed to disclose the defect, or if this involves a construction and/or goods which have been used for a construction in accordance with their normal use and have caused the defect to this construction.
(10) Claims of the customer/buyer for damages based on a defect shall become statute barred one year after delivery of the goods or, in the case of contracts for work and services, after acceptance of the work or services. This shall not apply if the defect is the result of intentional conduct or grossnegligence or failure to respect guarantees, as well as in cases of damages attributable to us frominjury to life, limb or health.
(11) Negotiations between the parties shall not lead to interruption of the period of limitation as per Section 203 BGB.
VII. Concluding provisions
(1) Personal data of the customer/buyer will be stored in accordance with the German Federal DataProtection Act to enable the performance of tasks as well as written and business matters.
(2) Place of performance and place of jurisdiction for all disputes in connection with any business transaction governed by the present General Terms and Conditions of Business is our registered office– for legal action taken both by and against us. This provision shall not apply to business dealings withcustomers/buyers who are neither businessmen as defined in the German Commercial Code nor publiclaw special funds nor juridical persons under public law, and likewise not for business transactions with a businessman that are not part of his commercial operation.
(3) The relationship between us and the customer/buyer shall be governed exclusively by the law of theFederal Republic of Germany, subject to the exclusion of private international law and UN sales law.
(4) If individual provisions of these General Terms and Conditions of Business are or become ineffective, the effectiveness of the other provisions shall remain unaffected. It is hereby agreed that thelegally effective provision that corresponds as closely as possible to the purpose pursued through theineffective provision shall apply instead of the ineffective provision.
Werl, 1. August 2024
