General Terms of Payment and Delivery

§ 1 Area of Application

1. Insofar as not otherwise explicitly agreed in writing, the following general terms of payment and delivery apply to all contracts, deliveries, and other services (including consulting services provided in connection with such services that are not the subject of a separate consulting contract) with customers acting on a commercial or self-employed basis. They are therefore a constituent part of all contracts concluded by us.
2. Deviating conditions are hereby contradicted. In particular, the validity of deviating conditions for purchasing, ordering, or contract of the customer’s is excluded.
3. In the framework of a continuing business relationship between business people, the general terms of payment and delivery are also a component of the contract if the contracting parties have agreed to the implied inclusion of the general terms for payment and delivery in any way.

§ 2 Conclusion of the Contract

1. All offers are subject to change and non-binding. Written confirmation of the seller is always necessary for contractual obligation, also in the case of prior agreement electronically or by telephone. The written confirmation of the seller is also authoritative for the contents of the contract. Verbal side agreements have no validity.
2. If after conclusion of the contract the seller becomes aware of facts that according to professional due diligence result in concluding that there has been a significant worsening of the financial position, in particular arrears in payments on the part of the buyer regarding earlier deliveries, the seller is entitled to demanding pre-payment or corresponding securities and to withdrawing from the contract in the case of refusal.

§ 3 Prices, Delivery Dates, Payment

1. All prices are ex works, i.e. from the business premises of the seller excluding transport and packaging, not including the respectively valid statutory value-added tax, or, if contractually agreed, carriage paid. Delivery carriage paid includes packing and transport expenses.
2. The prices are subject to change. The calculation of the price occurs on the basis of the valid price list and rebates on the day of delivery or service plus the value-added tax in the respective amount determined by law.
3. The preliminary delivery dates indicated in the order confirmation from the seller will be observed insofar as possible. They are, however, not binding and therefore do not create a legal obligation on the part of the seller. The buyer has the right to withdraw from the contract in the case that the agreed delivery date is not met after setting a fourteen day grace period, insofar as this does not concern customisation or special orders. In the latter cases, the buyer cannot cancel the issued order, i.e. withdraw from the contract.
4. Should the seller carry out partial deliveries, these are to be accepted by the buyer. Partial deliveries will be invoiced proportionately and are to be paid without regards to possible outstanding deliveries.
5.  Payment of our domestic deliveries is to occur within 30 days of receipt of the invoice without deduction. Other payment terms must be agreed in writing. All payments are to be made in euros without deductions or charges. Payment conditions will be made separately for exports. In the case of late payment, the amount due will be subject to interest at the rate of 1% p.m. €5 per reminder will be charged to the buyer. Payment with invoices of exchange or checks occurs solely on account of performance. All costs are to be borne by the buyer. Furthermore, in the case of arrears, opening of an insolvency procedure over the buyer, or the dismissal of such a procedure for lack of cost-covering assets, the seller is entitled to withdrawing from all legal business not yet fulfilled.

§ 4 Retention of Title, Assignment

1. All deliveries are made subject to retention of title. The delivered goods remain property of the seller until complete payment of the purchase price.
2. If the goods subject to retention of title are processed into a new, movable item by the buyer, then the processing is done for the seller without its being thereby obligated. The new movable item becomes property of the seller. In the case of processing with other goods not belonging to the seller, the seller receives co-ownership of the new item according to the relationship of the value of the goods subject to retention of title to the other goods at the time of the processing. If the goods subject to retention of title are connected, mixed, or blended pursuant to sect. 947, 948 of the German Civil Code with goods not belonging to the seller, the seller becomes co-owner according to the statutory provisions. If the buyer acquires sole ownership by means of connection, mixing, or blending, it assigns already now co-ownership to the seller according to the relationship of the value of the goods subject retention of title to the other goods at the time of the connection, mixing, or blending. In these cases, the buyer is to store at no charge the items owned or co-owned by the seller that are also goods subject to retention of title according to the above provisions.
3. The buyer is obligated to storing the goods subject to retention of title separately from its other goods, to keep them adequately insured against fire and theft, and to verify the validity of the insurance upon request. The buyer already assigns its claims from the insurance to the seller now.
4. The buyer furthermore assigns claims from the further sale of the goods subject to retention of title to the seller. The buyer is to counter garnishments or other access by third parties to the goods subject to retention of title and inform the seller without delay of every threat to its retention of title. In the case of late payment of the purchase price, the seller can take back the goods for the meantime without declaring withdrawal from the contract. § 3 para. 5 remains unaffected by this. Withdrawal from the contract is not necessary for assertion of the retention of title.
5. The buyer is only entitled to resale, use, or install of the goods subject to retention of title in typical orderly business and only subject to the requirement that the claims in the sense of para. 4 are actually assigned to the seller. The buyer is not entitled to other disposals of the goods subject to retention of title, in particular garnishment or assignment as security.
6. The seller authorises the buyer to collection of the claims assigned pursuant to para. 4 subject to the reservation of revocation. The seller will make no use of its own authority to collect as long as the buyer meets his own payment duties, also those towards third parties. Upon request of the seller, the buyer is to name the debtor for the assigned claims and give them notice of this assignment. The seller is also entitled to giving notice to the debtors itself.
7. Furthermore, the seller is entitled to assigning claims from its business relationship.
8. The buyer is to inform the seller without delay of measures for enforcement by third parties against the goods subject to retention of titles or the assigned claims with transfer of the corresponding documents.

§ 5 Pallet Delivery, Transfer of Risk

1. The delivery principally occurs with disposable or multiple-use pallets according to the agreement with the customer, whereupon the multiple use pallets remain property of the seller. The buyer is obligated to storing the multiple use pallets in an orderly way.
2. The risk of accidental loss and accidental worsening is transferred to the buyer with the transfer of the goods to the transporter.

§ 6 Defects

1. The buyer is to inspect the received goods immediately after receipt for amount, composition, and guaranteed characteristics. Obvious defects are to be contested within 14 calendar days with a written notification to the seller with the exact indication of the supposed defects. Complaints regarding amounts and transportation damages are, in particular, to be made in writing in a detailed way immediately after receipt of the goods in connection to the attestation of the shipper necessary for this. The period begins on the day of receipt of the goods by the buyer.
2. In the case of mutual commercial transactions among business people, sect. 377, 378 of the German Commercial Code remain otherwise unaffected.
3. If the buyer discovers defects in the goods, it may not have them at its disposal; i.e. they may not be divided, sold further, or processed until agreement about the handling of the complaint is achieved or an evidence securing procedure has occurred by an expert named by the chamber of industry and commerce at the domicile of the buyer.
4. The buyer is entitled to the statutory claims for faults. These do not include damages for which the buyer is responsible, e.g. damages that arise from natural wear and tear, incorrect handling, or temperature or weather influences.

§ 7 Partial Delivery, Cancellation, Damages on Account of Impossibility

1. Partial deliveries are allowable in a reasonable scope.
2. If the seller cannot observe the preliminary delivery date, it is to inform the buyer in a timely manner. Disturbances in the business operations of the seller for which is it not responsible or at subcontractors, in particular working orders and lock-outs as well as acts of god increase the delivery time in a way corresponding to the length of the disturbance. The buyer has the right to withdrawing from the contract in the case that the delivery date is not observed subject to the conditions of § 3 para. 3.
3. In the case of an act of god or other circumstances for which the seller is not responsible, in particular unforeseeable production outages, traffic disturbances, strikes, lock-outs, or the like, the seller is entitled to completely or partially cancelling orders at hand.
4. Insofar as the service/delivery is not possible, the buyer is entitled to claiming damages unless the seller is not responsible for the impossibility.

§ 8 Jurisdiction, Place of Performance, Applicable Law

1. The jurisdiction is the domicile of the seller (Rudolstadt). Otherwise, the jurisdiction is based on the regulations of the German Code of Civil Procedure and the German Civil Code.
2. Place of performance for deliveries and payments is Rudolstadt insofar as legally allowable.
3. The relationships between the contracting parties are solely regulated according to the valid law in the Federal Republic of Germany.