General Conditions of Purchase

Version July 2019 

I. Application

  1. These Purchase Conditions (Conditions) shall apply to all our present and future orders for merchandise, service and commission processing and to the performance of such orders towards businesses within the meaning of § 14 Art. 1 BGB. Seller’s conditions diverging from these Conditions will not be acknowledged unless otherwise stipulated within these Conditions or otherwise agreed in the contract with the Seller. Should we accept the merchandise not expressly objecting these Conditions, the Seller may in no case assume our consent with his conditions.
  2. Any oral agreements made by our employees shall become binding on us only if and in so as far we confirm them in text form.
  3. Any offer made by Seller will be free of charge and not binding to us.
  4. Any trade terms shall, in cases of doubt, be interpreted according to the Incoterms as amended from time to time

II. Prices

  1. The contract price shall be regarded as a fixed price.
  2. In case of “free house” deliveries, deliveries “free place of destination” and other “free”-deliveries, the price shall include the costs for freight and packaging. In case of “unfree” delivery, we shall determine the type of shipment.
  3. Additionally, the Incoterms shall be applicable as amended from time to time.

III. Payment

  1. Unless otherwise agreed the following terms of payment shall apply: Payment shall be made either within 14 days with 3 p.c. discount or within 30 days without discount. Should the Seller’s conditions for payment be more favourable, they shall prevail.
  2. Payment and discount periods shall begin with the receipt of the invoice but not before the receipt of the merchandise. In case of services, such periods shall begin only after the transaction has been approved by us. If the delivery includes documentation (e.g. test certificates) or similar written material, such periods shall begin only after receipt of the same as agreed upon in the contract.
  3. Payment is considered to be in time if the payment is executed on the due date or the bank or the payment service provider is commissioned with the payment on the due date.
  4. We will be liable for interest only if and so far as we are in arrears for payments, not at their mere maturity date. The interest rate will then be 5 %points above the Basic Interest Rate. We are, in any case, entitled to establish a lower rate than claimed by the Seller.
  5. We shall be entitled to all statutory rights as to the to set-off and retention of our claims against the Seller’s.

IV. Delivery Times / Late Delivery

  1. All contractual terms and dates of delivery shall be binding to the Seller. The Seller shall immediately inform us in text form in case of imminent delays and submit to us adequate proposals to remedy the consequences of such delays.
  2. Unless otherwise agreed in text form, any contractual terms and dates of delivery shall be considered to be met only if and in so far as the merchandise has been handed over to us at such dates.
  3. If the seller is in default of delivery, we are entitled to charge liquidated damages in the amount of 0.2% of the order value per day, but no more than 5% of the order value, unless the supplier proves that we suffered less damage in individual cases. The assertion of further damages for default on the basis of the statutory provisions remains unaffected. In particular, we shall have the right to claim damages for non-performance if and in so far as the Seller fails to effect delivery after a reasonable grace period set to him has elapsed. Our right to request delivery shall be excluded only if the Seller has compensated us for our damages.
  4. The Seller may claim relief for his default by reason of lack of any documents to be submitted by us only in such cases where we have, upon the Seller’s reminder in text form, failed to deliver such documents to him.

V. Retention of Title

  1. The Seller’s terms covering his retention of title shall be valid subject to the condition that title in the merchandise shall pass to us on the date of payment for such goods. Consequently, the extended forms of the so-called current account retention (Kontokorrentvorbehalt) shall not apply.
  2. The Seller may claim return of the merchandise on the basis of the retention clause only if he has previously withdrawn from the contract.

VI. Performance of Deliveries and Passing of Risks

  1. The Seller shall bear the risks of accidental loss and accidental deterioration of the merchandise until it has been handed over to us at its place of delivery. This provision shall also apply in cases of “free delivery” (franco domicile). Additionally, the Incoterms shall be applicable as amended from time to time.
  2. We will not accept partial deliveries unless we have given our prior express consent to them.
  3. Excess or short deliveries will be accepted only in accordance with current trade practise.
  4. Unless otherwise agreed in text form, the Seller shall bear the costs of packing. Should we, in a given case, agree to bear such costs, the Seller will charge us with the lowest possible costs only. Any obligations to take back packing material shall be governed by the Packaging Decree (Verpackungsverordnung) of 21st August 1998, as amended from time to time, or by the German Packaging Act of 5th July 2017. The costs for the back haul or disposal of the packaging shall be borne by the Seller.

VII. Declarations of Origin

  1. The Seller will, upon our demand, provide us with a supplier’s declaration regarding the preferential origin of the goods.
  2. Where the Seller makes a declaration in regard to the preferential or non-preferential origin of the sold goods, the following terms shall apply:
  3. a) The Seller will allow verification through customs authorities and submit all necessary information as well as any required certification.
  4. b) The Seller shall compensate us for any damages and losses incurred to us, if and in so far as the competent authorities, due to any deficient certification or impossibility to verify, fail to acknowledge the declared origin, unless he proves that he is not responsible for such consequences.

VIII. Warranty Provisions and Statute of Limitations

  1. The Seller shall deliver the merchandise free of any material and legal defects. He will certify in particular that his deliveries and his services comply with the state of the art and with any contractual requirements and standards.
  2. We will examine the quality and quantity of the merchandise upon its receipt to the extent both reasonable and technically feasible for us. A reasonable examination shall, in the absence of any contrary indication, not include possible defects which are not apparent to the eye, but detectable only in case of examinations of the inner properties of the merchandise. Any notice of a defect will be deemed to be in time if it reaches the Seller within ten days by letter, telefax, e-mail or by telephone. Periods for such notices shall not start before we – or in case of direct sales (“Streckengeschäfte”) our buyers – have detected or should have detected the defect.
  3. In the event that the merchandise shows a defect, we may exercise our statutory rights. If the Seller tries to repair the merchandise, such remedy is considered to have failed after the first unsuccessful attempt. We shall have the right to withdraw from the contract also in such cases where a breach of contract is not considered to be material.
  4. Where the merchandise was already defective at the time the risk passed to us, we may claim from the Seller also those expenditures in connection with such defect which we must pay to our customer.
  5. Any claims arising from defects of the merchandise will be governed by the statutory limitation periods. Such periods will begin with the timely notification of the defect in accordance with the provisions of No. 2 of this clause. The Seller’s warranty for the merchandise will elapse at the latest ten years after its delivery. Such time limit will not apply in those cases where our claims rely on facts which the Seller knew or should have known and which he did not reveal to us.
  6. The Seller hereby assigns to us – on account of performance – the benefit of any claims against his supplier arising from the delivery of deficient merchandise or of such merchandise not conforming with the guaranteed characteristics. He will supply us with any documents necessary to enforce such claims.

IX. Place of Performance, Jurisdiction, Applicable Law

  1. Unless otherwise agreed to, our place of business shall be the place of performance for the delivery.
  2. Our place of business shall be the place of jurisdiction. We may, however, sue the Seller at his place of jurisdiction.
  3. All legal relationships between ourselves and the Seller shall be governed by the laws of the Federal Republic of Germany supplementing these Purchase Conditions, including the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

X. Applicable Version

In cases of doubt, the German version of these General Conditions of Purchase shall apply.

General Conditions of Sale and Delivery

Version July 2019

I. Application

  1. These General Conditions of Sale (Conditions) shall apply to all present and future contracts with commercial buyers, with public legal entities as well as public trusts in regard to deliveries and other services, including contracts relating to the supply and manufacture of fungible and non-fungible goods. In case of direct sales (“Streckengeschäfte”), the producer’s conditions as laid down in its price list shall apply in addition to these conditions. The Buyer’s purchase conditions shall not be binding even if we do not expressly object to them again after their receipt.
  2. Our offers are not binding to us. Purchase orders of the Purchaser shall become binding to us only once confirmed by us in text form. The same shall ap­ply to modifications of purchase or­ders. We shall, however, have the option to accept a purchase order by commencing performance without prior order confirmation. Ac­ceptance may be made within a rea­sonable period after receipt of the or­der.
  3. Oral agreements, promises, assurances and guaranties made or given by our sales staff shall not be binding unless confirmed by us in text form.
  4. Any trade terms shall, in cases of doubt, be interpreted according to the Incoterms as amended from time to time.

II. Prices

  1. Unless otherwise agreed to, only such prices and terms shall apply as contained in our price lists effective at the time when the contract is concluded. The merchandise will be invoiced “gross for net”.
  2. Unless otherwise agreed to, prices shall be understood ex works plus costs of delivery and VAT and import dues.
  3. In case our total external costs included in the agreed price change after more than four weeks upon conclusion of the contract, we shall be entitled to adjust the agreed price accordingly at the beginning of each month concerned.
  4. In case the adjusted price exceeds the agreed price by more than 10 % the buyer may withdraw from the contract as far as it is concerned by the price adjustment. The withdrawal must be communicated to us within one week after the reception of our price increase.

III. Payment and Set-Off

  1. Payments shall be effected in such cur­rency as the price is expressed in the invoice.
  2. Payment shall be made without cash discounts immediately so that we can dispose of the sum on the due date. This also applies if the test certificates according to DIN EN 102014 are not part of the delivery or arrive late. Any payment transfer costs shall be borne by the Buyer.
  3. Any agreed cash discount always relates to the invoiced value excluding freight and will only be granted if and in so far as the Buyer has completely paid all payables due at the time of the discount. Unless otherwise agreed to discount periods shall begin with the date of the invoice.
  4. Should it become evident after the conclusion of the contract, that payment is jeopardised by the Buyer’s lack in financial means, or should the Buyer be in default with a considerable portion of the amount due or should other circumstances arise which show a material deterioration in the Buyer’s financial position after the conclusion of the contract, we shall be authorised to make use of our statutory rights to refuse performance and to make due any and all of our non statute-barred accounts receivable resulting from the same legal relationship.
  5. Should the Buyer default in payment, he will be liable to pay interest at the statutory interest rate, unless higher rates have been agreed upon. Additionally, we charge a default fee of 40.00 €. We reserve the right to claim additional damages resulting from late payment.
  6. The Buyer may retain or set off any counterclaims only in so far as such claims are undisputed or have become legally binding and as they are not based on the same contractual relation with the Buyer and as they would not entitle him to refuse the fulfilment his contractual duties under section 320 BGB.

IV. Delivery Times

  1. Our commitment to deliver is subject to our correct and timely self-delivery in accordance with our contract terms and, in case of import deals, to the receipt of the surveillance documents and import licence unless we are responsible for the deficient or late self-delivery. In particular, we are entitled to withdraw from the contract if we are not supplied by our supplier, despite a reasonably concluded cover transaction, for reasons for which we are not responsible, e.g. in the event of a bankruptcy of our supplier.
  2. Any confirmation as to delivery times shall only be approximate. Delivery times shall commence with the date of our order confirmation and are subject to the timely clarification of any details of the order as well as of the fulfilment of any of the Buyer’s obligations, e.g. to produce official certifications, to provide letters of credit and payment guarantees or to pay agreed instalments.
  3. Any agreed delivery time shall be considered to be met if and in so far the goods have left the works or our warehouse at such time or date. If and in so far the goods fail to be despatched at the agreed time for reasons not attributable to us, the agreed delivery time shall be considered to have been met at the day on which the goods are notified to be ready for dispatch.
  4. The Buyer has to ensure an undisturbed delivery of the goods and shall refer timely to difficult delivery conditions. The Buyer shall unload properly and without delay. If we or third parties assist in unloading, no legal obligation is incurred and the risk is entirely with the Buyer.
  5. Within events of force majeure we shall be entitled to postpone deliveries for the period of the impediment and for a reasonable time necessary for adaptation. The same shall apply to such events which arise during prevailing delays. Force majeure shall include measures affecting currency, trade policy and other governmental acts, strikes, lockouts, operating shutdowns not caused by us (for example fire, machinery and rolls breakdown, deficiency in raw material or energy), obstruction of traffic routes, delay in customs/import clearance, bankruptcy of our supplier, as well as any other circumstance which, not due to our fault, either substantially jeopardises our deliveries and services or makes them impossible for us to fulfil, no difference whether such circumstances will affect us or our supplier(s). Should, in consequence of the aforementioned circumstances, the performance of the contract become unreasonable to fulfil to one of the contractual parties, such party may then declare the contract avoided by instant declaration in text form.

V. Retention of Title

  1. The goods delivered to the Buyer shall remain our property until the full purchase price is paid. The Buyer shall take all measures required to preserve the retention of title – or of an equivalent security in the country of his branch or in a different country of destination –, and to provide the corresponding evidence upon our request.
  2. To the extent permitted by the laws of the country in which the goods are located, the following additional regulations apply:
  3. All goods delivered to the Buyer shall remain our property (Reserved Property) until all of the Buyer’s accounts resulting from the business relationship with him, in particular any account balances have been settled. This condition shall apply to any future as well as any conditional claims including accepted notes and such cases where the Buyer will affect payments on specifically designated claims. As soon as the Buyer has settled his accounts with us in full, he shall obtain title to those goods which were delivered to him before such payment was effected. The current account reservation applies not in prepayment or delivery vs. payment cases.
  4. With regard to processing or manufacturing of the Reserved Property, we shall be deemed to be manufacturer within the meaning of § 950 BGB (German Civil Code) without committing us in any way. The processed or manufactured goods shall be regarded as Reserved Property within the meaning of clause V/1 of these Conditions. If the Buyer manufactures, combines or mixes the Reserved Property with other goods we shall obtain co-ownership in the new goods in proportion to the invoiced price of the Reserved Property to the invoiced price of the other goods. If, by such combining or mixing, our ownership expires, the Buyer herewith transfers to us any rights which the Buyer will have in the new stock or goods in proportion to the invoiced price of the Reserved Property, and he will keep them in safe custody free of charge. Our co-ownership rights shall be regarded as Reserved Property within the meaning of clause V/1 of these Conditions.
  5. The Buyer may resell the Reserved Property only within the normal course of his business in accordance with his normal business terms and provided he is not in default of payment and provided also that any rights resulting from such resale will be transferred to us in accordance with clause V/4 through V/6 of these Conditions. The Buyer shall not be entitled to dispose of the Reserved Property in any other way.
  6. The Buyer hereby assigns to us any claims resulting from the resale of the Reserved Property. The assignment is hereby accepted. Assigned claims shall serve as our security to the same extent as the Reserved Property itself. If the Reserved Property is resold by the Buyer together with other goods not purchased from us, then any receivables resulting from such resale shall be assigned to us in the ratio of the invoiced value of the other goods sold by the Buyer. In the case of resale of goods in which we have co-ownership rights according to clause V/2 of these Conditions, the assignment shall be limited to the part which corresponds to our co-ownership rights.
  7. The Buyer shall be entitled to collect any receivables resulting from the resale of the Reserved Property. This right shall expire if withdrawn by us, at the latest if the Buyer defaults in payment; fails to honour a bill of exchange; or files for bankruptcy. We shall exert our right of revocation only if and in so far as it becomes evident after the conclusion of the contract that payment resulting from this contract or from other contracts is jeopardised by the lack of Buyer’s ability to pay. The Buyer shall – upon our request – immediately inform his customers of such assignment and to forward to us any information and documents necessary for collection.
  8. The Buyer shall immediately inform us of any seizure or any other attachment of the Reserved Property by a third party. He shall bear any costs necessary to suspend such seizure or attachment or removal of the Reserved Property, if and in so far as such costs are not borne by a third party.
  9. Should the Buyer default in payment or should he fail to honour a draft we shall be entitled to take back the Reserved Property, to enter, for this purpose, the Buyer’s premises and to sell the Retained Property best possible by crediting the proceeds to the purchase price. The same shall apply should, after the conclusion of the contract, it become evident that payment resulting from this contract or from other contracts is jeopardised by the Buyer’s lack of ability to pay. If we take back the Reserved Property, this shall not be regarded as withdrawal from the contract. The statutory regulations of the Insolvenzordnung ( = German Insolvency Act) shall remain unaffected.
  10. Should the total invoiced value of our collateral exceed the amount of the secured receivables including additional claims for interest, costs etc. by more than 50 %, we shall – upon the Buyer’s request – release pro tanto collateral at our discretion.

VI. Grades, Sizes and Weight

  1. The weight of the goods shall be determined on our or our suppliers’ scales and shall be evidenced by the presentation of the pertinent weight check. Where provided by law, the weight may be determined without weighing in accordance with the applicable standards. We may calculate the weight without weighing on the basis of such standards (“theoretical weight”) plus 2 ½ pct (“commercial weight”). Deviations from the agreed weight up to 0.5 % shall not be subject to a claim.
  2. Any indications given in the delivery notes as to the number of pieces, bundles etc. are not binding, if and in so far as the goods are invoiced by weight. Where, in accordance with trade usage, the goods are not weighed piece by piece, the total weight of the delivery shall prevail. Any difference with regard to the calculated weight of the single pieces shall be proportionally allocated to them.

VII. Inspection and Inspection Documents

  1. Any supply of Inspection Documents („Mill Test Certificates“) acc. to EN 10204 must be agreed upon in writing. We may transmit such document as a copy. In case the price for such documents has not been agreed within the contract, we will calculate it on the basis of our price list resp. the issuer’s (manufacturer’s) price list.
  2. Where testing and inspection of the goods has been agreed upon or stipulated by mills’ standards, the goods must be inspected in the mill or in our warehouse immediately after the Buyer has been informed that the goods are ready for dispatch. The Buyer shall ensure that we can authorize the inspection company designated by him in his or his purchaser’s name and on his account. Unless otherwise agreed, this authorization shall be regarded as granted as soon as the Buyer designates an inspection company.
  3. The Buyer shall bear his personal inspection costs, whereas the costs of inspection will be invoiced to him in accordance with our price list.
  4. Should, through no fault of ours, an agreed upon inspection of the goods fail or be delayed or be incomplete, we shall be authorised to dispatch the goods without prior inspection or to store them at the Buyer’s expense and risk and to invoice the goods to him.
  5. Any testing and inspection of goods with regard to parameters beyond the standards agreed upon is at the risk and expense of the Buyer.

VIII. Dispatch, Passing of Risk, Packaging, Partial Delivery, Callable and Continuous Deliveries

  1. We shall be entitled to choose the route and mode of dispatch as well as the forwarding agent and the carrier.
  2. The Buyer shall immediately request delivery of those goods which have been notified to him as ready for dispatch. Otherwise we are entitled, upon reminder, to ship such goods at the Buyer’s cost and risk or to store them at our discretion and to invoice them to the Buyer.
  3. Can, by reasons not attributable to us, the goods not be shipped or will it become substantially difficult to ship the goods via the designated route or to the designated place within the designated time, we reserve the right to ship them via a different route or to a different place. Any additional costs will be borne by the Buyer. In such cases we will ask the Buyer for his prior comments.
  4. The goods will be delivered unpacked and not be protected against rust. Only if agreed upon, the goods will be delivered packed. Besides, any package, protection and/or transport device will be supplied according to our experience and at the Buyer’s cost. We will take back such devices only at our warehouse within a reasonable period of time. We will not bear any costs for their re-transport or disposal.
  5. In the case of call-off orders, the risk is transferred to the Buyer at the time of the provision of the goods for collection. In all other transactions, including freight prepaid and freight-free deliveries, the risk of loss or damage to the goods shall pass to the Buyer at the time where we hand them over to the forwarding agent or to the carrier, at the latest with their departure from our warehouse. We will buy insurance only if requested to by the Buyer and at his cost. The Buyer shall unload the goods at his cost.
  6. We shall be entitled to make partial deliveries with reasonable quantities. Where and in so far as allowed by trade usage, we may exceed or reduce the agreed quantities up to 10 % of the contractual quantity.
  7. Where the contract provides for continuous deliveries, the Buyer shall divide the quantities and grades of the goods into approximately equal monthly shipments. Otherwise we shall be entitled to specify them at our own fair and just discretion.
  8. Where the individual calls for delivery exceed the total contractual quantity, we shall be entitled, yet not committed, to deliver the surplus quantity and invoice it at the prices applicable at the time of the call or the delivery.
  9. Unless otherwise agreed to, contracts providing continuous deliveries shall be completed within 365 days upon conclusion of the contract. After expiry of this term, we shall be entitled to store the residual goods at the Buyer’s cost and risk and to invoice them to the Buyer.

IX. Warranty Provisions

  1. Any inner and outer properties of the goods, in particular their grade, size and classification shall be determined in accordance with the agreed and, if not agreed, with the DIN and EN standards effective at the time the contract is concluded, or in absence of such standards, in accordance with trade practise and usage. Any reference made to such standards and similar rules, to inspection documents according to EN 10204 and similar certificates as well as to grade, classification, size, measure and usability of the goods shall not constitute any warranties or guarantees. The same shall apply to declarations of conformity and similar markings such as CE and GS.
  2. No liability for the usability of the goods for the purpose intended by the purchaser can be assumed, unless the usability anticipated by the purchaser had been expressly confirmed as contractual purpose. In particular, no liability is assumed for dispositions of the goods and their use being or becoming in any way impeded by government regulations (such as embargo provisions or export license requirements).
  3. The goods must be inspected and any defects must be notified in accordance with the legal provisions. The Buyer’s duty to inspect the goods after their delivery shall also extend to any inspection documents according or similar to DIN EN 10204. Any defects of the goods and documents shall be notified in text form at the latest seven days after their delivery. Defects which, even upon most careful inspection, cannot be discovered immediately after delivery must be notified to us in text form immediately after their discovery.
  4. In case the Buyer intends to install the goods into another object or attach the goods to another object, prior to installation resp. attachment, the Buyer has the obligation to inspect the goods at least at random with regard to properties relevant for the application in question and to notify us of defects without delay. In case the Buyer, in the event of an installation of the goods into another object or attachment of the goods to another object, fails to inspect the properties of the goods relevant for the designated end use at least at random prior to installation resp. attachment, this represents a particularly grave disregard of the care required in the ordinary course of business (gross negligence) in relation to us. In such a case, the Buyer may assert rights in relation to these properties only if the defect had been deliberately concealed or in case of a guarantee for the respective quality of the goods.
  5. If and in so far the Buyer’s claim for defects is justified and has been made in time, we may, upon our discretion, remedy the defect (“repair”) or deliver non-defective goods (“substitution”). Should we fail or decline the substitution, the Buyer may resort to his statutory rights. In cases where the defect is only minor or where the goods have already been resold, processed or transformed, he may only reduce the purchase price.
  6. In case the Buyer has installed the goods, in accordance with the goods’ type and designated use, into another object or attached the goods to another object, he may claim reimbursement of his necessary costs for the dismantling of the defective goods and the installation or attachment of goods free from defects (“dismantling and installation costs”) only in accordance with the following provisions:
  • Necessary dismantling and installation costs are only those, which directly result from the dismantling resp. removal of the defective goods and the installation resp. attachment of identical goods, have accrued on the basis of competitive market prices and have been proven by the Buyer by appropriate documents in text form.
  • Additional costs of the Buyer for consequential damages such as e.g. loss of profit, down time costs or additional costs for cover purchases are no dismantling and installation costs and therefore not recoverable under Sect. 439 para. 3 of the German Civil Code. The same applies for sorting costs and for supplementary costs resulting from the fact that the sold and delivered goods are at a place other than the agreed place of delivery.
  • The Buyer is not entitled to request advance payments for dismantling and installations cost or other expenses required for the remedy of the defective delivery.
  1. We will reimburse the Buyer for his expenditures in connection with the substitution only in so far as such expenditures are reasonable and not disproportionate in relation to the value of the goods. Disproportionate expenditures are given in case the expenditures requested by the Buyer, in particular dismantling and installation costs, exceed 150 % of the purchase price of the goods invoiced by us or 200 % of the value of the defective merchandise. If the last contract in the supply chain is a consumer sale, the reimbursement of expenses shall be limited to the reasonable amount. Costs of the Buyer related to the self remedy of defects without the legal requirements being fulfilled, are excluded, the same applies for costs for disassembly of the defective and assembly of replacement goods, in case due to a transformation of the buyer before the assembly, the assembled goods provide substantially different features than the original goods delivered by us. Expenditures accrued by delivery of goods to another place than that of the agreed performance, will not be accepted.
  2. If and in so far the goods are subject to contractually agreed testing and inspection by the Buyer, such testing and inspection shall bar any claims for such defects which might have been determined by the agreed type of testing and inspection.
  3. If the Buyer fails to immediately give to us the opportunity to inspect the defect, especially if he fails – upon our request – to immediately make the goods or samples hereof available to us, he will lose all of his warranty rights.
  4. No warranty shall be given to goods sold as declassified material with regard to such defects either specified in the contract or to those normally to be expected. Goods classified as “IIa-Ware” (“secondaries”) are not subject to any warranty, subject to X no. 2 of these terms
  5. Our further liability is subject to Section X. Any of the Buyer’s rights of recourse according to § 445a BGB (German Civil Code) shall be excluded unless the last contract in the supply chain is a consumer sale. § 478 BGB (German Civil Code) shall remain unaffected.

X. Restriction of Liability and Limitation Periods, Import terms

  1. Our liability for breach of contractual or extra-contractual obligations, in particular for non-performed or deferred deliveries, for breach of duties prior to the contract (“Verschulden bei Vertragsanbahnung”) as well as for tortuous acts – including our responsibility for our managerial staff and any other person employed in performing our obligations – shall be restricted to damages caused by our wrongful intent or by our gross negligence and shall not, in cases of gross negligence exceed the foreseeable losses and damages characteristic for the type of contract in question.
  2. The aforesaid restriction shall not apply to such cases where we breach our fundamental contractual obligations and therefore the accomplishment of the purpose of the contract is at risk or where the non-fulfilment of the obligations the contracting party relies on renders the proper completion of the contract impossible. It shall neither pertain to damages to life, to the body or to health caused by our fault nor to any cases where we have guaranteed certain characteristics of the goods. Nor shall such clause affect our statutory liability laid down in the Product Liability Act (Produkthaftungsgesetz) of 15/12/89. Any statutory rules regarding the burden of proof shall remain unaffected by the aforesaid.
  3. Unless otherwise agreed to, any contractual claims which the Buyer is entitled to in connection with the delivery of the goods shall fall under the statute of limitations within a period of one year after the goods have been delivered to the Buyer. This restriction shall not apply to our liability and to the limitation of claims resulting from the delivery of goods that have been used for a building and have resulted in the defectiveness of the building, as well as from breaches of contract caused by our wrongful intent or by our gross negligence; neither to damages to life, to the body and to health caused by our fault nor to cases of statutory liability laid down in the Product Liability Act (Produkthaftungsgesetz) of 15/12/89 nor to any statutory recourse claims. In these cases, the statutory limitation periods shall apply.
  4. In case of an import of the goods to third countries outside the EU, the Buyer is exclusively responsible for the compliance of the goods with national security regulations and statutory provisions regarding product liability exceeding the corresponding European regulations and provisions. In case we are held liable based on a violation of these national regulations or provisions, the Buyer shall, on our first demand, indemnify and hold us harmless from such claims.
  5. Within the framework of his obligation under Sec. 4, the buyer shall compensate and reimburse any costs and expenses incurred by us resulting from or in connection with the aforementioned claims, including, but not limited to attorney’s fees and court costs.

XI. Place of Performance / Jurisdiction / Applicable Law

  1. The place of performance for our deliveries shall be the supplying work or the place where the goods are at the conclusion of the purchase contract. The place of performance for payments shall be our company seat. The exclusive – also international – place of jurisdiction shall be our company seat. However, we are also entitled to sue the Buyer at any other general or special place of jurisdiction.
  2. All legal relationships between us and the Buyer shall be governed by the non-standardised laws of the Federal Republic of Germany supplementing these Conditions, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

XII. Applicable Version

In cases of doubt, the German version of these General Conditions of Sale shall apply.

 

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