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General terms and conditions


1. general, validity

(1) These General Terms and Conditions (GTC) shall apply to all our business relations with our customers (hereinafter: "Buyer"). The GTC shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(2) The GTC shall apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also: "goods"), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 651 BGB). The GTC in their respective version shall also apply as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same Buyer without us having to refer to them again in each individual case.

(3) Our General Terms and Conditions shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer's General Terms and Conditions. Individual agreements made with the Buyer in individual cases shall in any case take precedence over these GTC. A written contract or our written confirmation shall be authoritative for the content of such agreements.

(4) Legally relevant declarations and notifications to be made to us by the Buyer after conclusion of the contract (e.g. setting of deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing to be effective.

(5) References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.


2 Conclusion of contract, offers, assembly

(1) Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve property rights and copyrights. The order of the goods by the Buyer shall be deemed to be a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within four weeks of its receipt by us. Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

(2) Should the purchaser desire assembly, we shall act exclusively as an intermediary.


3. delivery period and delay in delivery

(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order.

(2) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the Buyer of this without delay and at the same time notify the Buyer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; we shall immediately refund any consideration already paid by the Buyer. A case of non-availability of the performance in this sense shall be deemed to be in particular the failure of our supplier to deliver on time if we have concluded a congruent hedging transaction. Our statutory rights of rescission and termination as well as the statutory provisions on the execution of the contract in the event of an exclusion of the obligation to perform shall remain unaffected. The Buyer's rights of rescission and termination pursuant to Section 8 of these GTC shall also remain unaffected.

(3) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the purchaser is required. If we are in default of delivery, the purchaser may demand lump-sum compensation for the damage caused by the delay. The lump-sum compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but in total not more than 5% of the delivery value of the goods delivered late. We reserve the right to prove that the purchaser has not suffered any damage at all or that the damage is significantly less than the aforementioned lump sum.


4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery shall be made ex warehouse, which is also the place of performance. At the request and expense of the Buyer, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. However, in the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the Purchaser upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment . If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. Handover or acceptance shall be deemed equivalent if the Buyer is in default of acceptance.

(2) If the Buyer is in default of acceptance, fails to cooperate or delays our delivery for other reasons for which the Buyer is responsible, we shall be entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall charge a lump-sum compensation per calendar day of 0.5% of the net price (delivery value), but in total not more than 5% of the delivery value of the delayed goods, starting with the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for shipment.

The proof of higher damages and our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The purchaser shall be entitled to prove that we have incurred no damage at all or only significantly less damage than the aforementioned lump sum.


5. prices and terms of payment

(1) Unless otherwise agreed, our prices current at the time of conclusion of the contract shall apply, ex warehouse, plus VAT.

(2) Any customs duties, fees, taxes and other public charges shall be borne by the Buyer. We do not take back transport packaging and all other packaging in accordance with the Packaging Ordinance; it becomes the property of the purchaser.

(3) Unless otherwise agreed, the purchase price is due immediately as advance payment upon conclusion of the contract. If prepayment or a deposit has been agreed, the delivery period shall not begin until the money has been received in our account.

(4) If a term of payment has been agreed, the purchase price shall bear interest at a rate of eight percentage points above the base interest rate during the period of default. We reserve the right to assert further damage caused by default. Our claim to the commercial due date interest (§ 353 HGB) remains unaffected. The Buyer shall only be entitled to rights of set-off or retention to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, Clause 7 para. 4 shall remain unaffected.


6. retention of title

(1) We shall retain title to the goods sold until all our present and future claims arising from the business relationship (secured claims) have been paid in full.

(2) The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The purchaser shall notify us immediately in writing if and to the extent that third parties seize the goods belonging to us. The reservation of title shall also remain in force if individual claims of ours are included in a current account and the balance is struck and acknowledged.

(3) In the event of conduct by the Buyer in breach of contract, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand return of the goods on the basis of the retention of title and withdrawal. If the purchaser does not pay the due purchase price, we may only assert these rights if we have previously set the purchaser a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) The Buyer shall store the reserved goods for us free of charge and insure them against the usual risks to the customary extent. The purchaser hereby assigns to us its claims for compensation to which it is entitled from damages of the above-mentioned kind against insurance companies or persons obliged to pay compensation in the amount of the invoice value, which we hereby accept.

(5) The Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business, but only in compliance with the following provisions:

(a) The retention of title shall extend to the products resulting from the processing, mixing or combination of our goods at their full value, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same shall apply to the resulting product as to the goods delivered under reservation of title.

(b) The Buyer hereby assigns to us by way of security the claims against third parties arising from the resale of the goods or the product in total or in the amount of our co-ownership share, if any, in accordance with the preceding paragraph. We accept the assignment. The obligations of the purchaser stated in para. 2 shall also apply in respect of the assigned claims.

(c) The Buyer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If this is the case, however, we may demand that the buyer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.

(d) If the realizable value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the Buyer's request.


7. claims for defects of the buyer

(1) The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title, unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB).

(2) The Buyer's claims for defects shall be subject to the condition that he has complied with his statutory obligations to examine the goods and to give notice of defects (§§ 377, 381 HGB). If a defect becomes apparent during the inspection or later, we must be notified of this in writing without delay. The notification shall be deemed to have been made without delay if it is made within two weeks, whereby timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of defects, the Buyer shall notify us in writing of obvious defects (including wrong and short deliveries) within two weeks of delivery, whereby timely dispatch of the notice shall also suffice to meet the deadline. If the purchaser fails to duly inspect and/or notify the defect, our liability for the non-notified defect shall be excluded.

(3) If the delivered item is defective, the purchaser may initially demand, at our discretion, rectification of the defect (subsequent improvement) or delivery of a defect-free item (replacement delivery) as subsequent performance.

(4) We shall be entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. The Buyer shall, however, be entitled to retain a reasonable part of the purchase price in relation to the defect.

(5) The Buyer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us in accordance with the statutory provisions. We shall bear the expenses necessary for the purpose of inspection and subsequent performance if a defect is actually present. However, if a request by the purchaser to remedy a defect turns out to be unjustified, we may demand reimbursement from the purchaser for the costs incurred as a result.

(6) If the supplementary performance has failed or a reasonable deadline to be set by the Buyer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.

(7) The Purchaser's claims for damages or reimbursement of futile expenses shall only exist in accordance with Clause 8 and shall otherwise be excluded.


8. other liability

(1) Unless otherwise provided in these GTC including the following provisions, we shall be liable for a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.

(2) We shall be liable for damages - irrespective of the legal grounds - in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable

a) for damages resulting from injury to life, body or health,

b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to the compensation of the foreseeable, typically occurring damage. The limitations of liability resulting from this clause shall not apply insofar as we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same shall apply to claims of the Buyer under the Product Liability Act.


9. statute of limitations

Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. The special statutory provisions for claims in rem for surrender by third parties (§ 438 para. 1 no. 1 BGB), in the event of fraudulent intent on the part of the Seller (§ 438 para. 3 BGB) and for claims in supplier recourse in the event of final delivery to a consumer (§ 479 BGB) shall remain unaffected. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The limitation periods of the Product Liability Act shall remain unaffected in any case. Otherwise, the statutory limitation periods shall apply exclusively to the Purchaser's claims for damages pursuant to Clause 8.


10. choice of law and place of jurisdiction

These General Terms and Conditions and all legal relationships between us and the Buyer shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. However, the prerequisites and effects of the retention of title pursuant to Section 6 shall be subject to the law of the respective location of the item, insofar as the choice of law made in favor of German law is inadmissible or ineffective. The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Hamburg. However, we are also entitled to bring an action at the general place of jurisdiction of the purchaser.




Bendestorf, as of January 2010