General Terms and Conditions of Sale and Delivery

1. Our deliveries and services are exclusively based on these general terms and conditions (GTC). General terms and conditions of our contractual partners are expressly rejected.

2. Our offers are non-binding. Contracts and other agreements only become binding upon our written confirmation.

3. Brochures, drawings, promotional materials, etc., issued by us and the data contained therein, such as weight, quality, dimensions, properties and performance, are only decisive if we expressly designate them as binding.

4. We reserve ownership and copyright to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This applies in particular to such written documents that are marked as "confidential"; the customer requires our express written consent before passing them on to third parties.

1. Our prices are ex works, excluding packaging, freight and VAT, unless otherwise agreed.

2. The deduction of a cash discount requires a special written agreement.

1. Agreed delivery periods are extended by the period by which the customer defaults on his obligations to us, plus a reasonable start-up time.

2. If we have promised compliance with a date or a deadline, and if we fall into default, the customer can set us a reasonable grace period in writing. After the fruitless expiry of the grace period, he can withdraw for those quantities and services that have not been delivered / rendered by the end of the grace period. If the partial services already rendered are of no interest to the customer, he is entitled to withdraw from the entire contract.

3. Events of force majeure entitle us, even if they occur with our suppliers or their sub-suppliers, to postpone the delivery or service for the duration of the hindrance and a reasonable start-up time or to withdraw completely or partially from the contract for the part not yet fulfilled.

Force majeure includes strikes, lockouts, mobilization, war, blockade, export and import bans, traffic disruptions and other circumstances that cannot be influenced by us and that make delivery unreasonably difficult or impossible for us.

In these cases, the customer can demand a declaration from us as to whether we will withdraw or deliver within a reasonable period. If we do not declare ourselves, the customer can withdraw.

4. We are entitled to partial deliveries to a reasonable extent. Partial deliveries are considered independent transactions. Customary industry over/under deliveries (+/- 10%) of the agreed quantity are permitted.

1. The shipping method and means of transport are left to our choice in the absence of special agreements.

2. With the handover of the material to a freight forwarder or carrier, at the latest upon leaving our factory, the risk passes to the buyer, even for delivery free to destination.

3. Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.

4. Delivery "free truck unloading point" requires that the relevant point can be reached via a road that is easily accessible for trucks. The recipient is responsible for immediate and proper unloading. Waiting times will be charged.

5. The shipment will only be insured by us against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the customer and at his expense.

1. Unless otherwise agreed, all payments must be made without deduction within 30 days of delivery or performance of the service.

2. The withholding of payments or the set-off due to any counterclaims of the customer disputed by us and not legally established is not permitted.

3. If the customer is in default of payment, he must pay interest at the statutory rate from the beginning of the default. Higher default damages can be claimed by us.

1. All delivered goods (reserved goods) remain our property until all claims that we have against the customer now or in the future have been fulfilled, including all balance claims from current accounts.

2. The processing and treatment of the reserved goods takes place for us as the manufacturer within the meaning of Section 950 BGB, without obligating us. In the event of processing with other goods not belonging to us by the customer, we are entitled to co-ownership of the manufactured item in proportion to the invoice value of our processed reserved goods to the sum of the invoice values of all other goods used in the production.

If our goods are mixed or combined with other objects and our ownership of the reserved goods thereby expires (Sections 947, 948 BGB), it is already agreed that the customer's ownership of the mixed stock or the unified item passes to us to the extent of the invoice value of our reserved goods and that the customer stores these goods for us free of charge. The items resulting from processing, combining or mixing are reserved goods within the meaning of these conditions.

3. The customer may sell or process the reserved goods in the ordinary course of business. He is only authorized to resell if the claim from the resale, together with ancillary rights, passes to us to the extent resulting from the following paragraphs. He is not entitled to other dispositions.

The resale is equivalent to the installation in land or buildings or the use of the reserved goods for the fulfillment of other works or works delivery contracts by the customer.

4. The customer's claim from the resale of the reserved goods, together with all ancillary rights, is already hereby assigned to us in full – regardless of whether it is sold to one or more buyers.

If the reserved goods are sold after combining or mixing or processing with other goods not belonging to us, the assignment only takes place to the extent of our co-ownership share in the sold item or the sold stock. The customer is entitled to collect the claim assigned to us as long as he is not in default with us. In this case, we are entitled to:

a. revoke the authorization to sell or process or install the reserved goods and to collect the claims assigned to us,

b. inform the third debtors of the assignment.

5. The customer undertakes to provide the information necessary to assert our rights and to hand over the necessary documents.

6. If the value of the securities existing for us exceeds our claims by a total of more than 20 percent not only temporarily, we will release securities of a corresponding amount at our discretion upon request.

1. Obvious defects must be reported immediately after receipt of the goods or completion of our service. Timely dispatch of the notification is sufficient to meet the deadline. The defective goods must be kept available for our inspection in the condition in which they are at the time the defect is discovered, unchanged. In particular, they may not be processed or treated.

The customer must give us the opportunity to check the justification of a notice of defect. He is also obliged to provide us with samples of the complained material immediately upon request. Breakage and shortages must be noted on the freight bill / delivery note.

A violation of these obligations excludes any liability for us. Furthermore, no claims for defects can then be asserted if the defect was only complained about after mixing with other goods or after processing.

2. In the event of a justified, timely notice of defect, we will take back goods recognized as defective and deliver flawless goods in their place or, at our discretion, remedy the defects by rectification.

If the supplementary performance fails, the customer expressly reserves the right to reduce the price or, at his discretion, to withdraw from the contract.

3. The limitation period for claims for defects is one year from delivery or, if acceptance is required, from acceptance. This period does not apply to claims for damages by the customer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the seller or his vicarious agents, which are subject to the statutory provisions.

We are only liable for damages resulting from a grossly negligent or intentional breach of duty by us, our legal representatives or our vicarious agents, unless these are damages resulting from injury to life, body or health. Liability based on the provisions of the Product Liability Act, due to culpable breach of essential contractual obligations, due to fraudulent misrepresentation and for guaranteed quality features remains unaffected. In the event of a breach of essential contractual obligations, liability is limited to the foreseeable, typically occurring damage.

Unless otherwise agreed, the place of performance for our service is Witten.

The exclusive place of jurisdiction is Witten, provided the contractual partner is a merchant.

The law of the Federal Republic of Germany applies between the contracting parties. The application of the UN Sales Convention (CISG) is excluded.

Status: June 2017