OUR GENERAL TERMS AND CONDITIONS OF BUSINESS

In so far as no other con­di­tions are sti­pu­lated within these terms and con­di­tions, the cur­rent ver­sions of the fol­lo­wing docu­ments serve as the legal frame­work for the pro­vi­sion of our goods and services.

• The rele­vant DIN-regu­la­tions. (German Indus­trial Standards)
• The German Com­mer­cial Code for par­ties engaged in com­mer­cial activities.
• The German Civil Code for par­ties not nor­mally involved in com­mer­cial tra­ding activities.

§ 1 Con­di­tions gover­ning con­tracts and quotations

Our general terms and con­di­tions tog­e­ther with our written order con­fir­ma­tion are bin­ding for all con­tracts. All written agree­ments con­tained within the order con­fir­ma­tions which deviate from our stan­dard terms and con­di­tions shall take pre­ce­dence. These general terms and con­di­tions also apply to sub­se­quent orders. Any con­trac­tual terms requested by the con­trac­ting party which deviate from our stan­dard terms and con­di­tions require our express written appr­oval. This appr­oval is granted on an indi­vi­dual case by case basis. All verbal arran­ge­ments require our written con­fir­ma­tion in order to be valid.

Offers and quo­ta­tions are available upon request. In the case that sket­ches or designs are not available, our offer will be based upon our pre­vious expe­ri­ence and gui­de­lines. The requi­re­ment for any quan­ti­ties, as stated within our quo­ta­tion, should be veri­fied on site by the con­trac­ting party before con­fir­ming the order. All offers/quotations are bin­ding for a period of three months from the date of the offer/quotation. Spe­cial agree­ments are spe­ci­fied in the offer.

§ 2 Mate­rial characteristics

The mate­rial-spe­cific cha­rac­te­ristics of the goods sup­plied may vary from those of our samples. These varia­tions do not repre­sent grounds for recla­ma­tion of the goods, in so far as the func­tion­a­lity of the mate­rials sup­plied is provided.

We reserve the right to rest­rict the repa­ra­tion to the con­trac­ting party, in con­nec­tion with defects in the mate­rials sup­plied, to our choice of a price reduc­tion, a repla­ce­ment deli­very or the re-working of the mate­rials ori­gi­nally supplied.

More exten­sive claims, such as those ari­sing from a delay, breach of con­tract or other grounds, are waived. All obvious and/or reco­gnizable defects or short or incor­rect deli­veries must be noti­fied imme­dia­tely in wri­ting before pro­ces­sing or instal­la­tion. All remai­ning requi­re­ments rela­ting to com­mer­cial par­ties, as per §§ 377, 378 of the German Com­mer­cial Code, remain unaffected.

§ 3 Deli­very periods

Deli­very periods begin with the date of dis­patch of the order con­fir­ma­tion, not however before the client has fur­nished us with any docu­ments, aut­ho­riza­tions, appr­ovals or pre-pay­ments which are required by us. If the client pro­vides the mate­rials, the deli­very period does not begin until the mate­rials have been deli­vered. The deli­very periods agreed upon will be observed to the fur­thest extent pos­sible. In the case of unfo­re­seen dif­fi­cul­ties, such as force majeure, ope­ra­tional dis­tur­bances invol­ving our own sup­pliers, strikes, lock­outs, trans­port dif­fi­cul­ties or due to mate­rial defects, the agreed deli­very periods will auto­ma­ti­cally be extended by an appro­priate and reasonable duration.

Par­tial deli­very is per­mitted. Deli­very periods may like­wise be extended if insuf­fi­cient pay­ments have been received for goods pre­viously deli­vered. No lia­bi­lity can be accepted for claims for damages resul­ting as a con­se­quence of such delays.

§ 4 Return of goods

Returned goods will only be accepted if this option has been agreed prior to deli­very; the goods are in a fac­tory-new con­di­tion, and if so deli­vered, still in their ori­ginal pack­a­ging. The client retur­ning the goods is respon­sible for paying any trans­port costs incurred.

Spe­ci­ally pro­duced mate­rials, such as dyed fine renders/plasters, paints and pri­mers or old stock which is more than half a year old, cannot be accepted and will not be refunded. The arran­ge­ments for the return ship­ment are sub­ject to the agree­ment of the par­ties con­cerned. We reserve the right to a com­mo­dity value reduc­tion of 10-50% depen­ding upon the con­di­tion of the returned commodity.

§ 5 Reten­tion of title

The goods we deliver remain our pro­perty until all of the pay­ment obli­ga­tions from the mutual busi­ness rela­ti­onship have been ful­filled. The buyer may only sell, pro­cess, and install the goods within the con­text of the normal course of busi­ness. The buyer may not pawn them or convey them for secu­rity pur­poses and must imme­dia­tely notify us of any sei­zures or third-party inter­ven­tions. The buyer is to store our reserved goods sepa­ra­tely and suf­fi­ci­ently iden­tify them as our pro­perty. In the event of assembly, pro­ces­sing or instal­la­tion, we are the owner of the new article or total com­mo­dity and/or co-owner in pro­por­tion to the invoice amount for the reserved goods, to the sum of the invoice amount for all third-party goods involved. It is agreed that the buyer will safe­guard the wares, at no cost to us, in exch­ange for the han­dover of the goods. The buyer hereby assigns to us all claims that it has secured against third par­ties from the sale of our reserved goods, no matter how this took place. If we are entitled to co-owner­ship of the com­mo­dity sold, then only the part of the claim that cor­re­sponds to the por­tion of the invoice amount is assi­gned to us. The buyer still remains entitled to collect on this claim for us in trust. The buyer’s right to access the reserved goods and to collect the assi­gned claims expires if there is a failure to comply with the terms of pay­ment, due to a bill of pay­ment or cheque pro­test or because of sus­pen­sion of pay­ment. In these sce­na­rios, we are entitled to take pos­ses­sion of the reserved goods. The buyer is to bear the resul­ting costs. The con­tract is only can­celled in the event of accep­tance of returned goods and only when this is stated expressly. We are then entitled to collect on the claims assi­gned to us and to report that the transfer has taken place. The buyer has to com­mu­ni­cate the name and address of the cus­tomer con­cerned as well as the amount of the claim and must make available to us all docu­ments needed to enforce it. When the secu­ri­ties for our claims exceed 20%, the buyer can require that we release fur­ther securities.

§ 6 Trans­port and liability

The trans­port of the ship­ment takes place at the supplier’s own risk and expense. The transfer of lia­bi­lity takes place when the ship­ment leaves our com­pany head­quar­ters. When the deli­very is made directly to the buil­ding site, it is assumed that pas­sable deli­very routes are available for lorry trans­port class 2. The unloa­ding of the lorry/carrier at the buil­ding sites may be agreed upon at an extra cost.

Costs which arise because of trans­port routes that lorries/carriers cannot take or because of sto­rage areas located too far from the buil­ding site will be borne retro­s­pec­tively by the buyer.

§ 7 Prices and payments

All prices quoted are ex works – inclu­ding pack­a­ging and exclu­ding ship­ment – plus value added tax in accordance with the rele­vant regu­la­tions of the supply and ser­vice country. Changes to the fun­da­men­tals of the offer will lead to price adjus­t­ments. All quo­ta­tions are based upon the unit price, which is bin­ding, even if a total price is men­tioned in the offer. All prices are based on the pro­duc­tion costs at the time the offer is made. In the event that there is an increase in costs due for example to mate­rial price changes, the right to a price adjus­t­ment remains reserved. The pay­ment period com­mences with the date of invoice.

We reserve the right to demand advance payment(s) and /or make changes to the pay­ment conditions.

In the event of a delay in pay­ment, penalty inte­rest will be levied on the out­stan­ding amount at a rate of 3% above the rele­vant bank rate of the German Federal Bank. Any aut­ho­rized direct debit pay­ment trans­fers, which can not be hono­ured by the buyer, will be sub­ject to penalty charges.

Aut­ho­riza­tions granted by the buyer to the seller for the regular coll­ec­tion of invoice amounts are effec­tive until revoked by the buyer, in accordance to an agreed and fair period of notice. The off-set­ting of pay­ments against counter-claims is only admis­sible if the claim against which this offset is to be made is undis­puted or legally effective.

§ 8 Objections

Objec­tions and com­plaints rela­ting to the cor­rect­ness or cha­rac­te­ristics of the mate­rials sup­plied must be noti­fied upon deli­very and/or coll­ec­tion and before the com­mence­ment of assembly. All noti­fi­ca­tions of defects must be stated in wri­ting. We reserve the right to rest­rict the repa­ra­tion to the con­trac­ting party for defects in the mate­rials sup­plied, to our choice of either a repla­ce­ment deli­very or the re-working of the mate­rials ori­gi­nally sup­plied. If it is not pos­sible to inspect a defect or if this would require a dis­pro­por­tio­na­tely high effort, we are at liberty to refuse to do so.

In the event that the rewor­king fails to achieve the desired result, the buyer can demand a price reduc­tion. In all other cases, the options of a price reduc­tion, the repla­ce­ment of goods sup­plied, their sub­sti­tu­tion by other goods or the con­ver­sion of the sum, rela­ting to the goods already sup­plied, into a credit note or other form of finan­cial lia­bi­lity of the seller in respect of the buyer, are excluded.

Claims for damages can only be asserted against us if the alleged damage(s) has/have been caused inten­tio­nally or through gross negli­gence. If a ship­ment arrives in a damaged state, then the reci­pient is obliged to have this con­firmed by the car­rier or parcel ser­vice prior to acceptance.

§ 9 Copy­right and soft­ware use

Inde­pen­dent of any legal copy­right pro­tec­tion, our docu­ments are not to be copied either digi­tally or in print form nor be made acces­sible to third par­ties for repro­duc­tion. In addi­tion, imi­ta­tions that only deviate slightly in form and mea­su­re­ments are not per­mitted. If soft­ware is included in the scope of the deli­very, the buyer is granted a non-exclu­sive right to use the soft­ware sup­plied, inclu­ding its docu­men­ta­tion. It is sup­plied for use with the deli­very article for which it is intended. The soft­ware may only be used on one system. The buyer may only copy, edit or trans­late the soft­ware or change the soft­ware object code in the source code to the extent that is legally per­mis­sible (§§ 69 a ff German Copy­right Act).

The buyer com­mits them­selves to refrain from remo­ving or chan­ging manu­fac­turer data, in par­ti­cular copy­right notices, wit­hout the prior express agree­ment of the sup­plier. If the order is car­ried out in accordance with the buyer’s desi­gna­tions, the buyer agrees to exempt us from any claims ari­sing due to pos­sible copy­right infringements.

§ 10  Choice of law; Loca­tion of ful­fill­ment; Court of jurisdiction

All con­tracts and agree­ments are sub­ject to the law of the Federal Repu­blic of Ger­many. The German lan­guage ver­sion of the con­tract pro­vi­sions is bin­ding. In the event of any dis­pute or diver­sity of inter­pre­ta­tion, the German lan­guage ver­sion shall pre­vail. The stan­dard purchase laws do not apply. The loca­tion of ful­filment of the con­tract is D-09114 Chem­nitz, Ger­many. The court of juris­dic­tion shall be agreed as the rele­vant respon­sible court in Chem­nitz, Germany.

§ 11 Par­tial invalidity

The inva­li­dity of one of the pre­viously stated terms or con­di­tions does not imply or cause the remai­ning pro­vi­sions of the agree­ment to be invalid and the rema­inder of the con­tract remains valid. The pre­viously stated terms or con­di­tions also apply to sales con­tracts and other con­tracts agreed with par­ties who are not nor­mally involved in com­mer­cial tra­ding activities.

This pro­vi­sion is sub­ject to the fol­lo­wing con­di­tion: if the pre­viously stated terms or con­di­tions are in con­flict with the man­da­tory legal regu­la­tions of the General Terms and Con­di­tions Act, these legal regu­la­tions shall take precedence.

January 2015