GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

1. offers and conclusion of contract
Our presentation of goods in advertising materials and on the Internet does not constitute an offer. By ordering the goods, the customer bindingly declares his offer. A binding acceptance of the offer lies exclusively in the sending of a written order confirmation by us. This is decisive for the content of the contract. Additional agreements require a written agreement. In the case of sales based on samples or specimens, these merely describe professional sample conformity, but do not constitute a guarantee for the quality or durability of the goods to be supplied by us. The conclusion of the contract is subject to the reservation that in the event of incorrect or improper self-delivery, we will not perform or will only perform in part. This shall only apply in the event that we are not responsible for the non-delivery. We reserve the right to adjust prices appropriately if, after conclusion of the contract, cost changes occur due to price increases of upstream suppliers or exchange rate fluctuations.

2. delivery time
Agreed delivery periods shall be deemed non-binding unless a fixed delivery date is expressly agreed. If non-binding delivery deadlines are exceeded by more than 2 weeks, the customer must first set us a grace period of a further 2 weeks in writing. After expiration of the grace period, the customer may withdraw from the contract. Compensation for damages due to delay cannot be claimed in the case of slight negligence. We are entitled to partial deliveries and partial services within the agreed delivery times if this is reasonable for the customer.

3. terms of payment, delay of payment
The customer is obliged to pay the purchase price within 10 days after receipt of the goods. After expiry of this period
the customer is in default of payment. During the period of default, the customer shall pay interest on the debt at a rate of 8% above the base interest rate. We reserve the right to prove and claim higher default interest damages. The customer has a right of set-off only if his counterclaims have been legally established or acknowledged by us. A right of retention shall only exist if the asserted claim is based on the same contractual relationship as our claim.

4 Transfer of risk
The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover of the goods, in the case of shipment upon handover of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment. The handover is equal if the customer is in default of acceptance.

5 Warranty
The goods must be inspected immediately after delivery. Recognizable defects must be reported in writing immediately, but no later than 1 week after receipt of the goods. Otherwise, the goods shall be deemed approved. If a defect appears later, it must be reported in writing immediately after discovery, but no later than 1 week after discovery. In the event of a warranty claim, we shall only be obliged, at our discretion, to rectify the defect or to deliver goods free of defects (replacement delivery). In the event of failure of the rectification or replacement delivery, the customer may, at his discretion, demand a reduction of the purchase price (reduction) or rescission of the purchase contract (withdrawal). In the case of only minor defects, withdrawal is excluded.

6 Limitation of liability
Unless otherwise stated below, any further claims of the customer, irrespective of their legal basis, are excluded. The above exemption from liability shall not apply if the cause of the damage is based on intent or gross negligence. Furthermore, it shall not apply if we have fraudulently concealed the defect and in the event of bodily injury or damage to health attributable to us or in the event of loss of life of the customer. If we negligently breach a material contractual obligation, our liability, as well as that of our vicarious agents, shall be limited to the foreseeable, direct average damage typical for the contract. Our liability under the Product Liability Act remains unaffected by the above exemption from liability.
7. statute of limitations
All aforementioned claims of the customer shall become statute-barred 6 months after the passing of risk. In the case of newly manufactured goods delivered by us which have been used for a building in accordance with their customary use and have caused its defectiveness, the customer’s claims shall become statute-barred after 2 years insofar as the customer has used the goods for the performance of contracts in which Part B of the Verdingungsordnung für Bauleistungen (German Construction Contract Procedures) has been included in its entirety. The same shall apply if the materials were only used for pure construction repairs. The above provision shall not apply to claims based on gross negligence and to claims based on bodily injury or damage to health attributable to us or in the event of loss of life of the customer. Furthermore, it does not apply to claims due to defects that were fraudulently concealed by us. Liability under the Product Liability Act remains unaffected.

8. retention of title
The goods remain our property until full payment of all our present and future claims against the customer arising from the current business relationship. The customer may neither pledge nor transfer by way of security the goods which are our property. However, he shall be entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims to the amount of the invoice which accrue to him against a third party as a result of the resale. We accept the assignment. After the assignment, the customer is authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the customer is in default of payment. We undertake to release the securities to which we are entitled at our discretion at the customer’s request to the extent that the realizable value of our securities exceeds our claim against the customer to be secured by more than 20%. The processing of the goods by the customer shall always be carried out in our name and on our behalf, without any liabilities accruing to us as a result. If the goods are processed with an item belonging to the customer, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied by us. If the processing, mixing or combination is carried out in such a way that the customer’s item is to be regarded as the main item, it shall be deemed agreed that the customer transfers co-ownership to us on a pro rata basis. In all other respects, the same shall apply to the new item as to the purchased item delivered under reservation of title. If the customer combines or mixes the goods with an item belonging to a third party, he hereby assigns to us his claims against the third party up to the value of our goods. The customer also assigns to us the claims up to the value of our goods as security for our claims which arise against a third party as a result of the combination of our goods with a property. We accept these assignments. We shall be entitled to withdraw from the purchase contract in the event of conduct in breach of contract, in particular in the event of default in payment, and to demand the return of the goods if we can no longer reasonably be expected to adhere to the contract.

9. conflicting general terms and conditions
Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing.

10. final provisions
The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply. If the customer is a merchant or a legal entity under public law or a special fund under public law, the place of performance and exclusive place of jurisdiction shall be our registered office. GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT