General Terms & Conditions

A. General part

§ 1 General - Scope

1. Our general terms and conditions apply exclusively and are part of the contractual relationship with the customer. We do not recognize any terms and conditions of the customer that conflict with or deviate from our General Terms and Conditions unless we have agreed to their validity in writing. Our general terms and conditions also apply if we carry out the delivery to the customer without reservation in the knowledge of conflicting or deviating terms and conditions of the customer.
2. All agreements made between us and the customer for the purpose of executing the contract must be set out in writing in this contract.
3. Our general terms and conditions also apply to all future transactions with the customer within the framework of the existing business relationship.
4. Part A of our General Terms and Conditions applies to all of our contracts with customers. Part B contains special regulations that apply to work contracts with the customer. Part C contains special regulations that apply to purchase contracts and work supply contracts with the customer.

§ 2 Offer – Offer Documents

1. Our offers are non-binding and only represent an invitation to the customer to submit an offer (invitatio ad offerendum). Acceptance of an offer from us by the customer is only deemed to have been accepted by us after our written confirmation to the customer (conclusion of contract). Agreements made by our employees in connection with the conclusion of the contract are only binding if they are confirmed in writing.
2. If the order qualifies as an offer according to § 145 German Civil Code (Bürgerliches Gesetzbuch – BGB), we can accept it within 4 weeks.
3. We reserve the property rights and copyrights 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"; before passing them on to third parties, the customer requires our express written consent.
4. We may deviate from the documents and weights and dimensions included in the contract (collectively here "information") within the scope of technical progress or production-related to an extent that is reasonable for the customer, unless we have expressly designated the information as binding.
5. We can withdraw from the contract if we are not supplied correctly or on time by our suppliers. This only applies in the event that the non-delivery is not due to us is represented, especially when concluding a congruent hedging transaction with our supplier. We will without undue delay inform the customer about the non-availability of the goods and without undue delay refund any consideration already received.
6. Brochures, advertising brochures or information on our website published by us are only part of the agreed quality of the delivery item if the customer and we have expressly agreed this.

§ 3 Prices – Terms of Payment

1. The prices are EURO prices unless different currencies are specified in our order confirmations or different currencies have been otherwise agreed with the customer.
2. Invoicing is based on the incoming quantity or the incoming weight of the raw material.
3. Unless otherwise stated in the order confirmation, our prices apply "ex works" (EXW - INCOTERMS 2020); excluding ancillary costs such as freight, customs or packaging; these will be invoiced separately if they arise.
4. If our costs increase after the conclusion of the contract, we are entitled to change the prices accordingly. There is no change in our profit margin associated with the price change. This applies in particular to cost increases after the conclusion of the contract due to changes in the collective agreements for the personnel employed by our vicarious agents or us or other cost increases for which we are not responsible. Contrary to the above, we are not entitled to adjust the prices if we are responsible for the increase in costs.
5. Statutory sales tax is not included in our prices; it is shown separately on the invoice at the statutory rate on the day of invoicing.
6. The deduction of cash discount requires a special written agreement.
7. Payments are to be made to our payment office. Fees, commissions and expenses of banks or financial institutions shall be borne by the customer. In the case of transfers and, in case of doubt, other non-cash means of payment only accepted on account of performance, only the unconditional credit to one of our accounts has a debt-discharging effect. We do not accept bills of exchange.
8. We are entitled to invoice the customer as soon as the goods are ready for the customer to collect. Unless we have agreed otherwise with the customer, the customer must make the payment net (without deductions) within 8 days of the invoice date.
9. If our payment claim is at risk due to the customer's inability to pay, we are entitled to make all claims from the business relationship with the customer that are not yet due due immediately and to demand payment in advance from the customer. Our payment claim is in particular jeopardized if information from a bank or credit agency suggests that the customer is not creditworthy or if the customer is in arrears with at least two invoices.
10. The customer can only offset or assert a right of retention or a right to refuse performance if his counterclaim has been legally established or is undisputed. Deviating from sentence 1, it is always possible to set off or assert a right of retention or a right to refuse performance on the basis of a counterclaim for reimbursement of additional costs for remedying defects or for additional production costs from the same legal relationship.

§ 4 Delivery time

1. Information about delivery periods/delivery times in offers are only binding if they are expressly stated as binding.
2. Compliance with a binding delivery time specified by us requires the clarification of all technical questions and the timely receipt of all documents, materials, necessary permits and releases to be supplied by the customer, in particular of plans, as well as compliance with the agreed terms of payment and other obligations by the customer in advance. If these requirements are not met in good time, the deadlines are extended appropriately; this does not apply if we are responsible for the delay.
3. Cases of force majeure (e.g. labor disputes at our premises or at our suppliers, war, mobilization, fire, transport obstacles, pandemics or endemics, lack of raw materials, official measures or natural disasters) interrupt our for the duration plus a reasonable start-up time and the extent of their effect delivery obligation. This also applies if we are already in default of delivery. We will inform the customer immediately of the occurrence of a case of force majeure and the expected duration of the hindrance. We are entitled to withdraw from the part of the contract that has not yet been fulfilled if continuation of the contract is unreasonable for us due to the duration of the force majeure, also taking into account the interests of the customer.
4. Partial deliveries are permitted as long as they are reasonable for the customer.
5. If the customer is in default of acceptance, we can demand compensation for any additional expenses incurred (e.g. due to storage of the delivery item). If the customer violates other obligations to cooperate, we can demand compensation for the damage we incur in this respect, unless the customer has not culpably violated the obligation to cooperate. We reserve the right to further claims, in particular claims for damages if the customer is in default of acceptance at the same time as the debtor.
6. If, at the customer's request, shipping or delivery is delayed by more than one month after notification of readiness for shipping, the customer may be entitled to a storage fee of 0.5% of the price of the delivery items for each additional month or part thereof until delivery to the customer. However, at least €35 plus VAT per pallet space required for storage per full week up to delivery to the customer will be charged. In addition, we can charge a one-off processing fee of €330 plus VAT. The contracting parties are free to provide evidence of higher or lower storage costs.

§ 5 Transfer of risk

1. Unless otherwise stated in the order confirmation, delivery "ex works" (EXW - INCOTERMS 2020) is agreed.
2. If one of our employees helps to load the goods, this is purely a courtesy to the customer who is obliged to collect it. Irrespective of this, the transfer of risk takes place in accordance with the EXW regulation (Incoterms 2020) when the goods are made available for collection.
3. If the dispatch, the delivery or the acceptance into the company's own company is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk is transferred to the customer.

§ 6 Liability

1. Our liability for damages, regardless of the legal reason, in particular due to impossibility, delay in delivery, breach of obligations during contract negotiations or tort, is based on the statutory provisions unless otherwise agreed in this clause.
2. In the case of wage analysis, we do not owe a specific work result, but only the performance of the service with the agreed procedure. If the customer determines when checking the service (e.g. documentation) that it does not meet the agreed standards, the customer is entitled to a one-time free rectification, insofar as this is reasonable, permissible and possible. If this fails, if it is unreasonable, inadmissible or not possible, the customer can either demand a reduction in the consideration or withdraw from the contract.
3. We shall be liable without limitation, insofar as relevant, under the German Product Liability Act (Produkthaftungsgesetz), in the event of fraudulent concealment of a defect, for damage resulting from injury to life, limb or health, in the event of intent or insofar as we have assumed a guarantee. In the event of gross negligence, our liability is limited to the damage that was foreseeable and typical for the contract at the time the contract was concluded.
4. In the case of only slightly negligent breaches of essential rights or obligations arising from the content and purpose of the contract, our liability is also limited to the foreseeable, contract-typical damage at the time the contract was concluded.
5. Except in the cases mentioned in § 6.3 and 4. we are not liable for damages caused by slight negligence.
6. Insofar as liability for damages towards us is excluded or limited, this also applies to the personal liability of our employees and organs.
7. We would like to point out that our liability insurer only insures the risk of damage to items taken over for subcontracting, which are handed over to us by clients for further processing, up to an amount of € 50,000.00. We do not have any insurance that provides higher amounts of coverage. Such insurance is generally not offered. We are therefore liable for damage caused to such items by a maximum of €50,000.00.
8. We are not liable for information provided by the customer or a third party or for the quality of goods that are delivered by the customer or by a third party on his behalf.
9. The customer indemnifies us against third-party claims that they assert against us based on the goods placed on the market by the customer, regardless of the legal reason.

§ 7 Statute of limitations

1. Claims by the customer for subsequent performance due to defects in the delivery item expire in one year. The customer's claims for supplementary performance due to defects according to § 438 Paragraph 1 No. 2 German Civil Code (Bürgerliches Gesetzbuch – BGB) and § 634a Paragraph 1 No. 2 German Civil Code (Bürgerliches Gesetzbuch – BGB) remain unaffected.
2. Other claims of the customer due to breaches of duty by us, in particular claims for damages (e.g. in the event of a breach of a supplementary performance obligation for which we are responsible) or claims from a guarantee, become statute-barred in one year. The right of the customer to withdraw from the contract due to a breach of duty for which we are responsible 5 and which is not due to a defect remains unaffected. Contrary to sentence 1, the statutory limitation periods apply to the following customer claims:
2.1 according to the German Product Liability Act (Produkthaftungsgesetz)as well as due to damage resulting from injury to life, limb, health or essential rights and obligations arising from the contract,
2.2 due to damage based on an intentional or grossly negligent breach of duty by us or our vicarious agents,
2.3 due to fraudulent concealment of a defect,
2.4 to reimbursement of expenses according to § 478 paragraph 2 German Civil Code (Bürgerliches Gesetzbuch – BGB).
3. The statutory provisions on the start of the limitation period, the suspension of expiry, the suspension and the new start of periods remain unaffected.
4. Our claims against the customer become time-barred in accordance with the statutory provisions.

§ 8 Packaging, Postage, Parcel Fees

1. Unless otherwise agreed with the customer or the German Packaging Act (Verpackungsgesetz) provides otherwise, packaging will be charged at our usual rates and will not be taken back or reimbursed.
2. Unless otherwise agreed with the customer, postage and package fees will be charged by us at the amount actually incurred.

§ 9 Data Protection and Confidentiality

1. We are entitled to process and store the customer data received in connection with the business relationship - even if it comes from third parties - in accordance with the provisions of the GDPR and the German Federal Data Protection Act (Bundesdatenschutzgesetz) or to have it processed and stored by third parties commissioned by us.
2. The customer is obliged not to disclose to third parties any confidential information (including business secrets) that he learns in connection with a contract with us and its implementation. Confidential information is information that is marked as confidential or whose confidentiality results from the circumstances, regardless of whether it was communicated in written, electronic, physical or oral form. Confidential information includes in particular our technology, business data, business plans and strategies, economic relationships and economic status, personnel information, unpublished property rights and other information that is not publicly available.
3. In particular, the customer is prohibited from obtaining confidential information by means of reverse engineering. Reverse engineering is all activities, including observing, testing, examining and dismantling and, if necessary, reassembling, with the aim of obtaining confidential information.

§ 10 Place of Jurisdiction, Place of Performance, Applicable Law

1. If the customer is a merchant, a legal entity under public law or a special fund under public law, Bremen, Germany is the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship. The same applies if the customer does not have a general place of jurisdiction in Germany or moves his domicile or usual place of residence abroad after the conclusion of the contract or his domicile or usual place of residence is not known at the time the action is filed. However, we reserve the right to sue the customer at his general place of jurisdiction.
2. Unless otherwise stated in the order confirmation, our place of business is the place of performance.
3. The law of the Federal Republic of Germany applies. The law of the Federal Republic of Germany is also applicable for the interpretation of the contract. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

§ 11 Final Provisions

1. Should individual provisions of the contract be or become invalid or void, this shall not affect the validity of the remainder of the contract. The invalid or void provision shall be deemed to be replaced by a provision that comes as close as possible to the economic meaning and purpose of the invalid or void provision in a legally effective manner. The above provision applies in case of loopholes accordingly. Should the ineffective or void provision be a general terms and conditions within the meaning of Section 305 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), Section 306 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) shall apply, deviating from the above.
2. No action by us, apart from an expressly written waiver, constitutes a waiver of a right to which we are entitled under the contract, these terms and conditions or the law. A delay in exercising our rights also does not constitute a waiver of the right concerned. A single waiver of a right shall not be deemed a waiver of that right on any other occasion.
3. All changes or additions to the contract must be made in writing. This also applies to a change in this written form requirement.

B. Special regulations for work contracts

§ 1 Acceptance

1. The customer cannot refuse acceptance due to insignificant defects.
2. If a partial delivery is reasonable for the customer, we can demand a partial acceptance of this partial delivery from the customer. This does not apply if the partial delivery cannot reasonably be checked by the customer for compliance with the contract, in particular freedom from defects.

§ 2 contractor's lien

1. For all claims arising from the contract with the customer, we are entitled to a lien on the customer's movable items that we have manufactured or repaired if these items came into our possession during manufacture or for the purpose of repair.
2. We acquire a lien on the items handed over to us by the customer for processing even if we are bona fide with regard to the customer's ownership of the items.
3. The right of lien continues after our services have been rendered on the items treated by us as part of the micronization, even if they are to be regarded as new items.
4. Unless we agree otherwise with the customer, the regulations on the statutory contractor lien shall apply to the above lien.

C. Special regulations for sales contracts and work supply contracts

§ 1 Warranty

1. Claims and rights of the customer due to defects (henceforth also "claims for defects") presuppose that the customer has duly complied with his inspection and complaint obligations according to § 377 German Commercial code (Handelsgesetzbuch – HGB).
2. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability.
3. If the delivery item is defective, deviating from Section 439 (1) German Civil code (Bürgerliches Gesetzbuch – BGB), we are entitled to choose between remedying the defect or delivering a new item free of defects.

§ 2 Retention of title

1. We reserve ownership of the delivery item (also "reserved goods") until the purchase price and all claims from the ongoing business relationship with the customer have been paid in full. The inclusion of individual claims in a current account and the drawing of the balance does not affect the retention of title; in this case, the reservation relates to the recognized or actual balance. The receipt of the equivalent value by us or on our bank account is considered payment. The retention of title is not revived for delivery items if, after the customer has acquired ownership of these delivery items, new claims arise from the business relationship with him.
2. If the customer behaves in breach of contract, particularly in the event of default in payment, we are entitled under the statutory provisions to withdraw from the contract and take back the delivery item. For the purpose of taking back the goods, the customer hereby irrevocably authorizes us to enter his business and storage premises unhindered and to take the reserved goods with him. After taking back the delivery item, we are authorized to sell it. The proceeds from the sale are to be offset against the customer's liabilities - less reasonable costs of sale - in accordance with Section 367 German Civil Code (Bürgerliches Gesetzbuch – BGB).
3. The customer is obliged to treat the delivery item with care. In particular, he is obliged to insure the delivery item adequately at his own expense against fire, water and theft damage at replacement value. If maintenance and/or inspection work is required, the customer must carry this out regularly at his own expense and risk.
4. In the event of attachments or other interventions by third parties, the customer must inform us immediately in writing.
5. The customer is entitled to resell the reserved goods in the ordinary course of business; this does not apply if it is agreed in the course of the sale that the customer's claim against the third party will expire through offsetting. As a precaution, the customer hereby assigns to us all claims (including all balance claims from a current account, including those arising after termination) in the amount of the final invoice amount (including VAT) of our claim, which he has against his customers or third parties from the resale or any other legal reason to be entitled The assignment is independent of whether the reserved goods are sold without or after processing. We accept the assignment. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claims itself remains unaffected. However, we undertake not to collect the claims as long as the customer meets his payment obligations from the proceeds received and does not default on payment. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information required for collection, in particular information on the debtor's address, hands over the relevant documents and informs the debtors of the assignment.
6. The entitlement according to paragraph 5 above does not include assigning or pledging the reserved goods or items made from them as security without our consent. The conclusion of financing contracts (e.g. leasing) that include the transfer of ownership of our reserved goods require our prior written consent, unless the contract obliges the financing institution to pay us the portion of the purchase price to which we are entitled directly.
7. The processing or transformation of the reserved goods by the customer is always carried out for us without any liabilities accruing to us as a result. If the reserved goods are processed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods (final invoice amount including sales tax) to the other processed items at the time of processing. The same applies to the item created through processing as to the reserved goods.
8. If the reserved goods are inseparably connected or mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including sales tax) to the other connected or mixed items at the time of connection or mixing . If the connection or mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer already transfers proportionate co-ownership to us. We accept the transfer. The customer keeps our sole or joint ownership for us free of charge.
9. The customer hereby assigns to us, to secure our claims against him, the claims against a third party that accrue to him through the connection of the reserved goods with a property. We accept the assignment. Sentences 3 - 8 of paragraph 5 above apply accordingly.
10. The customer bears all pre-trial and judicial costs that must be expended to lift a seizure or any other access by a third party to the reserved goods and to recover them, insofar as they cannot be collected by the third party. If we are entitled on the basis of this clause to assert claims assigned to us, the customer must reimburse us for the necessary pre-trial and court costs.
11. We undertake to release the securities to which we are entitled at the customer's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; we are responsible for selecting the securities to be released.

Status July 2023