General Terms of Delivery and Payment (ALZ)

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§ 1 Scope

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1. The deliveries, services and offers of the seller are made exclusively on the basis of the following "General Delivery and Payment Conditions" (ALZ). Deviating conditions, in particular the purchaser's conditions of purchase, are hereby contradicted.

2. If the purchaser did not receive the ALZ with the offer or if they were not handed over to him on another occasion, they apply in the context of an ongoing business relationship between merchants if he knew them or should have known them from a previous business relationship and also if the seller in individual cases did not expressly indicate their inclusion.

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§ 2 Offer and conclusion of contract

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1. The seller's offers are subject to change and non-binding, they only contain requests to submit an offer. Offer declarations and all orders of the buyer require the written or telex confirmation of the seller to be legally valid. The timely execution of the order is considered acceptance of the order. Then the invoice is valid as order confirmation. 

2. Information in brochures, advertising catalogues, order forms and similar declarations with advertising content, in particular the drawings, illustrations, dimensions, weights or other performance data contained therein are only binding if this is expressly agreed in writing. 

3. Agreements with agents require written confirmation to be valid. 

4. In the event of a cross between the parties' confirmation letters containing different provisions, the seller's terms shall apply.

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§ 3 Delivery and service time

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1. Delivery dates or deadlines, which can be agreed as binding or non-binding, must be in writing to be effective. Partial deliveries are permitted to a reasonable extent.

2. The transport costs are at the expense of the buyer.

3. (1) In the case of delays in delivery and performance for which the seller is not responsible according to Section 3 Paragraph 2 of this paragraph, the delivery or performance period is extended - even in the case of bindingly agreed deadlines and dates and within a delay - by the period in which the service cannot be provided by the seller plus a reasonable start-up time. In these cases, the seller is entitled to withdraw from the contract in whole or in part with regard to the part that has not yet been fulfilled. The buyer cannot demand compensation for damage caused by the extension of the delivery time or the release of the seller from his liability. 
   (2) The seller is not responsible for events that arise from circumstances beyond his control. In addition to force majeure, this includes in particular strikes, lockouts, mobilization, official orders, delays in operations through no fault of their own, etc. This also applies if these events occur at the seller's suppliers or their sub-suppliers. 
   (3) The seller can only assert the rights from paragraph 1 if he has informed the buyer of the impediment to performance immediately after it has arisen. 
   (4) If the delivery or service relationship lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part that has not yet been fulfilled. At the request of the seller, the buyer is obliged to declare within a reasonable period of time whether he still insists on performance or withdraws from the contract due to the delay. 

4. If the seller does not comply with the delivery date or the performance period for reasons other than those mentioned in § 3 clause 3, the buyer can only assert the resulting rights after a reasonable grace period of at least 14 days has expired._cc781905-5cde-3194-bb3b -136bad5cf58d_

5. With regard to timely delivery, the seller is only liable for his own fault and that of his vicarious agents. He is not responsible for the fault of his sub-suppliers, since these are not his vicarious agents. However, the seller is obliged to assign any claims he may have against his sub-suppliers to the buyer upon request. 

6. If the buyer does not accept the ordered goods on the agreed delivery date or if he refuses to accept the goods, he is obliged to pay compensation to the seller. The compensation amounts to 50% of the net sales value of the goods. The buyer reserves the right to prove that lesser damage has occurred.

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§ 4 Transfer of risk

The risk of reimbursement passes to the buyer, with the result that he is obliged to pay the purchase price as soon as the goods have been handed over to the person carrying out the transport or have left the seller's warehouse for the purpose of shipment. If shipping becomes impossible through no fault of the seller, the risk passes to the buyer upon notification of readiness for shipping.

§ 5 Payment

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1. The seller's invoices are payable eight days after invoicing less a 2% discount or 30 days after invoicing without deduction. Offsetting is only permitted with claims recognized by the seller or legally established. 

2. The seller is entitled, despite deviating provisions of the buyer, to initially offset payments against his older debts. The buyer will be informed of this. The seller may apply payments first to costs, then to interest and then to principal. 

3. Payment is only deemed to have been made when the seller can freely dispose of the amount. Bills of exchange and checks are accepted on account of performance; performance only takes effect after they have been honoured. 

4. From the time the buyer defaults, the seller is entitled to demand interest at a rate of 7 percentage points above the respective base interest rate as a flat-rate compensation. The assertion of a higher interest loss remains unaffected. The buyer reserves the right to prove that the damage was less. 

5. Due to defects or other complaints, the buyer may only withhold payments to an extent corresponding to the disruption in performance. In the event of a dispute, an expert appointed by the Chamber of Industry and Commerce at the seller's registered office will decide on the scope. The cost of hiring the expert is shared equally by the buyer and seller.

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§ 6 Liability for Defects

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1. The seller guarantees that the products sold are free from manufacturing and material defects.

2. If the seller's laying and assembly instructions are not followed, changes are made to products, parts are replaced or consumables are used that do not correspond to the original specifications, then any liability for defects shall lapse if the buyer makes a corresponding substantiated assertion that one of these circumstances caused the defect , not refuted. The buyer undertakes to pass on the seller's laying and assembly instructions completely and unchanged to a consumer as the end user.

1. The buyer must immediately inspect the received goods for quantity and quality. Sections 377 and 378 of the German Commercial Code (HGB) apply, with the proviso that the buyer must notify the seller in writing and in detail of any complaints within 10 days of receipt of the goods at the destination. If the buyer finds defects in the goods, he may not dispose of them, ie they may not be divided, resold or further processed, until an agreement on the settlement of the complaint has been reached.

2. In the case of justified complaints, the seller is entitled to determine the type of supplementary performance (replacement delivery, rectification) taking into account the nature of the defect and the legitimate interests of the buyer. The buyer must grant the seller the period of time required by reasonable discretion, but at least 14 days, for supplementary performance. If the supplementary performance fails, the buyer is entitled to reduce the price or withdraw from the contract. 

3. The buyer must inform the seller immediately about a warranty case that occurs with a consumer. The information must include the name and address of the consumer, the place where the material delivered by the seller is located, a precise description of the defect reported by the consumer and the time when the risk passes to the consumer (handover/delivery of the material to the consumer). contain. The information must be provided in good time so that the seller can inspect the material complained of by the consumer to preserve evidence before the expiry of a period set by the consumer.

4. Warranty claims against the seller are only available to the direct buyer and are not assignable.

5. Due to different climatic conditions, the seller is not liable for the condition of products when they are used outside of Europe, unless the intended use and the country in which the products are to be used have been brought to the seller's attention in writing before use and the suitability of the material confirmed in writing by the seller. 

6. Section 8 applies to claims for damages.

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§ 7 Retention of title

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1.   Until the fulfillment of all claims (including all claims from current account) to which the seller is entitled against the buyer from the business relationship for any legal reason, the seller is granted the following securities, which he can request at his discretion will be released if and to the extent that their value exceeds the total claim of the seller of the business relationship by more than 20%.

2. The goods remain the property of the seller. Processing or transformation is always carried out for the seller as the manufacturer, but without any obligation for him. If the seller's ownership expires through connection, it is already agreed that the buyer's ownership of the uniform item shall be transferred to the seller in proportion to the value (invoice value). The buyer keeps the (joint) property of the seller free of charge. Goods to which the seller has (co-)ownership are referred to below as reserved goods.

3. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or collateral assignments are inadmissible. The buyer assigns the claims arising from the resale or any other legal reason regarding the reserved goods (including all current account balance claims) to the seller as a precaution. The seller revocably authorizes him to collect the claim assigned to the seller for his account in his own name. This authorization to collect can only be revoked if the buyer does not properly meet his payment obligations.

4. In the event of access by third parties to the goods subject to retention of title, in particular seizures, the buyer will point out the seller's ownership and notify the seller immediately so that the seller can assert his property rights. If the third party is not able to reimburse the seller for the judicial or extrajudicial costs incurred in this connection, the buyer is liable for this. 

5. In the event of breach of contract by the buyer - in particular default in payment - the seller is entitled to take back the reserved goods or, if necessary, to demand the assignment of the buyer's claims for return against third parties. Taking back or pledging the goods subject to retention of title by the seller does not constitute a withdrawal from the contract.

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§ 8 Limitation of Liability

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1. Claims for damages and reimbursement of expenses by the buyer (hereinafter claims for damages), regardless of the legal basis, in particular due to breach of obligations arising from a contractual obligation and tortious acts, are excluded. This does not apply in the case of the assumption of a guarantee or a quality risk. Furthermore, this does not apply insofar as liability is mandatory according to statutory provisions, in particular according to the Product Liability Act, in cases of gross negligence, due to injury to life, limb or health as well as the violation of essential contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical of the contract, provided there is no gross negligence or liability for injury to life, limb or health. This does not involve a change in the burden of proof to the detriment of the buyer.

2. This regulation applies to the buyer accordingly.

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§ 9 International

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1. All disputes will be decided according to the substantive law of the Federal Republic of Germany. The application of the uniform laws on the international purchase of movable property and the conclusion of international sales contracts for movable property and the UN Sales Convention is excluded.

§ 10 Place of Performance, Place of Jurisdiction and Partial Invalidity

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1. Place of performance and exclusive place of jurisdiction for all disputes arising between the parties is Siegen.

2. Should a provision of the ALZ or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.