General Terms and Conditions of Sale and Delivery

(1) Our deliveries and services are subject to these General Terms and Conditions of Sale and Delivery. Purchase or other conditions of the buyer shall not be binding upon us, even if we have not expressly objected to them. The commencement of work without objection or the acceptance of the contractual item shall be deemed acceptance of our terms and conditions, regardless of any prior objections or protests by the buyer.

(2) Agreements and arrangements, including warnings by our employees and representatives, as well as oral side agreements, shall only become binding upon us through our written confirmation. The conclusion of the contract shall be determined exclusively by our written confirmation; if this is not available, by our offer; and in any case by our General Terms and Conditions of Sale and Delivery.

(3) If we deliver on the basis of an oral or telephone order, the buyer may not invoke the lack of written form.

(4) The place of performance for all obligations for both parties is Gevelsberg. The exclusive place of jurisdiction for all disputes, including those arising from bills of exchange and cheque obligations, is Schwelm. In the event of an assignment of claims to Eurofactor GmbH, the place of jurisdiction is Munich.

(5) Our liability is limited to compliance with German statutory and official regulations; German law shall apply, including in the case of contracts concluded abroad. The Uniform Laws on the Formation of International Sales Contracts and on the International Sale of Movable Goods of 17 July 1973, as well as the United Nations Convention on Contracts for the International Sale of Goods (CISG), shall not apply. Should we attach a foreign-language translation to our documents, the German-language version hereof shall be exclusively legally binding.

(6) Our offers are non-binding. Cost estimates are without obligation. When placing an order, the designation "as before" shall relate only to the execution, not to the price.

(7) In the event of non-compliance with our conditions, in particular in the event of default of payment by the buyer, or in the event of insolvency or composition proceedings, we shall be entitled to suspend the execution of orders in whole or in part until the conditions are fulfilled, to withdraw from the contract, and, where applicable, to claim damages.

(8) All claims must be assignable.

(9) The set-off of a claim against a counterclaim is not permitted.

(1) Unless otherwise agreed in writing, our prices are, at our discretion, ex works or ex distribution warehouse, excluding shipping costs, "freight, packaging, customs duties, unloading", net without discounts or other deductions. The prices valid on the day of delivery shall apply. Quoted prices are based on cost factors at the time of the price quotation. If changes in the required manufacturing costs occur between order confirmation and delivery, we shall be entitled to charge the prices valid on the day of delivery, unless "fixed prices" have been confirmed by us in writing.

(2) All ancillary charges, public levies, any newly introduced taxes, freight charges and increases thereto, which directly or indirectly affect and increase the cost of the delivery, shall be borne by the buyer, unless statutory provisions dictate otherwise.

(1) Unless otherwise agreed in writing, our invoices -- including those for partial deliveries -- are payable free of postage and charges, in cash or by bank transfer to us -- not to representatives -- within 30 days of delivery and receipt of invoice, regardless of the arrival of the goods and without prejudice to the right to give notice of defects, and excluding the assertion of set-off and/or retention rights. Set-off or retention rights may only be asserted if they are undisputed or have been established by final court judgement. Agreed payment periods begin on the date of invoicing with notification of readiness for dispatch for "ex works" orders, or with the transfer of goods for "free delivery" orders. If the products are not collected within one week, we shall be entitled to charge a maximum of 5% of the goods value per square metre per week. Storage of goods may also be charged on a cost-plus basis.

(2) Should difficulties arise in transferring the invoice amount to the Federal Republic of Germany, for whatever reason, the resulting disadvantages shall be borne by the buyer.

(3) No liability is accepted for the timely presentation or protesting of bills of exchange and cheques. Collection expenses or exchange rate losses shall be borne by the sender.

(4) Discounts already granted shall be deemed revoked if the buyer is in arrears with earlier payment obligations. If the buyer has claims against us, our claims shall become due at the time our liabilities fall due and shall be settled with value date.

(5) All our claims shall become immediately due, regardless of the term of any bills of exchange taken and credited, if the payment conditions are not met or if we become aware of circumstances which, in our opinion, are likely to reduce the creditworthiness of the buyer. In such cases, we shall also be entitled to carry out outstanding deliveries only against advance payment and, after a reasonable grace period, to withdraw from the contract or to claim damages for non-performance. We may prohibit the resale of products we have delivered and demand their return or the transfer of direct possession of the deliveries at the buyer's expense, and revoke the collection authorisation pursuant to Section X(2). The buyer hereby consents in advance to the taking back of deliveries by us in the aforementioned cases. The buyer authorises us to remove the items from his possession and grants us unimpeded access for this purpose. In the event of repossession of our products, we shall be free, at our discretion, either to sell the item purchased at the best possible price and credit the proceeds to the buyer against his outstanding obligations, or to take back the item purchased at the invoice price and charge the buyer the customary rental rate for the period of use.

(6) We shall be entitled to set off all claims against claims of the buyer which he has against us -- regardless of the legal basis.

(7) We reserve the right to further claims in the event of default.

(8) Claims may not be diminished by separate non-consensual set-offs or retentions. A reduction may only be made by means of a credit note.

(9) The date of payment is the credit of the account specified on the invoice. Likewise, payment with discharging effect shall be made to the account specified on the invoice.

(10) Payments to the factoring company Eurofactor GmbH shall be transferred with discharging effect to the account specified on the invoice. In this case, the place of jurisdiction is Munich.

(1) The illustrations, dimensions, and weight specifications in our lists, catalogues, and other documents are approximate and non-binding unless expressly designated as binding. Unless otherwise agreed, our constructions are manufactured in accordance with DIN 13920CG. Paint coating is a technical transport primer without any claim to aesthetics, anti-corrosive properties, or other properties, unless otherwise agreed.

(2) Drawings, technical descriptions, operating instructions, cost estimates, and other documents are recognised by the buyer as our trade secrets and remain our property. They may not be copied, reproduced, or made available to third parties in any form, nor used as the basis for enquiries to third parties, without our written consent. Reproduction based on our construction and other documents is not permitted.

(3) Insofar as weights form part of the contractual obligation, the weights determined by our weighing officer at the time of dispatch shall be deemed authoritative.

(4) Deviations in dimensions, weight, and quality as well as colour shades are permissible in accordance with DIN, RAL, or prevailing trade practice. We reserve the right to make technical and constructional changes to the items ordered from us and to be manufactured by us even after conclusion of the contract. For special constructions in the development of which we are involved, we shall be entitled to demand additional agreements. Deviations from the ordered quantities of up to 3%, and for smaller quantities of at least 1 unit, are permissible. We do not warrant that the material offered or delivered by us is suitable for the intended purposes.

(1) Delivery times specified by us are approximate and non-binding and confirm the planned dispatch date, not the date of receipt by the customer. Firm agreed delivery periods commence on the date of our order confirmation, but not before clarification of all details of execution and not before receipt of any agreed down payment. They shall be deemed met upon notification of readiness for dispatch, unless dispatch becomes impossible due to our gross negligence. Agreed delivery periods shall be extended by the period during which the buyer is in default of his obligations, including those from other transactions with us. If the agreed delivery date is exceeded by more than 4 weeks due to gross negligence, the buyer shall have the right to set us a reasonable grace period. If the delivery item is not delivered by us by the expiry of the grace period, the buyer may withdraw from the contract by written declaration; in the case of partial deliveries, however, only with respect to that part of the order for which we are unable to perform, unless the partial fulfilment is of no interest to the buyer.

(2) Events of force majeure shall entitle us to postpone delivery by the duration of the impediment and a reasonable start-up period, or to withdraw from the contract in whole or with respect to the part not yet fulfilled. Circumstances equivalent to force majeure are those beyond our control which make delivery substantially more difficult or impossible for us despite reasonable efforts. The buyer may require us to declare within a reasonable period whether we will deliver or withdraw. If we do not make a declaration, the buyer may withdraw from the contract; in the case of a partly unfulfilled contract, however, only from the unfulfilled part of the contract, unless partial delivery is of no interest to the buyer. Claims for damages of any kind, in particular for non-performance or delayed delivery, are excluded.

(3) For call-off orders and/or for transactions in which the buyer arranges the collection of the purchased goods, the provision of the goods shall be deemed delivery.

(4) For delivery quantities of approximately 10 units, partial quantities may be delivered. The remaining quantity may follow at a later date. A timely partial delivery shall generally be considered as proper adherence to the delivery date. Product quality shall be deemed accepted if no objection to the delivered partial quantity is raised within 24 hours of receipt of goods. No objection is possible without justified defects. Defect notices shall be processed under Section VIII.

(1) Shipping shall be at the buyer's expense. Upon handover to the freight forwarder, carrier, or collector, and at the latest upon leaving our works or warehouse, the risk for the product, including transport damage and seizure, shall pass to the buyer, including in the case of carriage-paid delivery, FOB and CIF transactions. Material reported ready for dispatch must be called off immediately within 24 hours. Otherwise, we shall be entitled to store the goods at the buyer's expense and risk, at our discretion, including in the open. The customer shall be exclusively liable for consequential damage.

(2) Storage costs after the transfer of risk shall be borne by the buyer.

(3) The buyer shall be bound by the conditions of the shipping and insurance companies involved in the transport. Unloading of the goods shall be the responsibility of the buyer and at the buyer's expense.

(4) We point out that our goods are generally offered and shipped without separate notice, always unpackaged, without goods protection, without packaging aids, and without forwarding insurance. A change to this delivery condition requires a special agreement, which must be confirmed on all order documents such as offers, orders, and order confirmations.

(5) Special attention is drawn to the fact that for painted products, the paint only reaches full curing 7 days after receipt of goods, and warranty for the paint only commences at that point. Curing must take place in enclosed rooms in accordance with DIN 12944 C2 at a minimum of 20 degrees C and maximum of 30 degrees C for at least 7 days. The customer must provide verifiable evidence of this. Our products must generally be stored only in protected and enclosed rooms in accordance with DIN 12944C2 at 20-30 degrees C. Protection should at a minimum cover external influences such as rain, snow, frost, wind, and fog, as well as thermal energy.

(6) If the buyer is not satisfied with the goods, the buyer shall pay the outbound and return freight charges. Damage arising from this transaction, such as transport damage, loss, etc., shall be paid by the buyer.

(7) Unless specifically mentioned otherwise, products are generally offered, invoiced, and shipped unpackaged. Only upon express customer request can packaging be offered, which will be charged separately. It is not part of the offered or invoiced article price. The disposal costs and any resulting follow-up costs of commissioned and non-commissioned packaging shall be borne by the customer.

(8) For special products as well as standard products, before commissioning our products, the customer's safety officer or persons commissioned by the customer must inspect: functionality, safety, fitness for purpose, leak-tightness, etc. The customer shall be liable for consequential damage.

(1) A complaint regarding missing parts may only be raised within an exclusion period of 8 days after receipt of the shipment by the buyer and must reach us within this period for domestic shipments. For shipments abroad, a corresponding postal transit time shall be added. The complaint must be made in writing with words and images.

(2) Delivered items must be accepted by the buyer if they do not have material defects. The performance shall be deemed fulfilled if the subject of performance meets the conditions of the contract, or -- if performance is delayed or made impossible by the buyer -- if we have notified readiness to perform. Only properties expressly designated as warranted shall be deemed warranted.

(1) Externally visible defects must be reported within one week of arrival of the goods at the destination; notification thereof must demonstrably have been sent within this period by letter directly to the management. Hidden defects that cannot be discovered even with the most careful inspection within this period must be reported in the same manner as visible defects immediately upon discovery, but no later than three months after receipt of the goods. The defect claim shall expire at the earliest upon expiry of the notice period and at the latest one month after rejection of the defect notice by us.

(2) If we recognise a defect notice as justified, we may, at our discretion, either remedy the defect within the framework of the warranty pursuant to Article IX or make a monetary adjustment. Further claims by the buyer are excluded.

(3) There is no right of return for other reasons.

We warrant the proper manufacture of the parts delivered by us in accordance with the agreed technical delivery specifications as follows:

(1) A defective performance only exists if the subject of performance deviates from the content of our order confirmations, the order description, drawings, or other contractual documents. Deviations within existing DIN standards or those that do not substantially impair the usability and economy of the subject of performance are not defects. For used goods, any warranty is generally excluded.

(2) Claims for defective or incomplete performance are excluded if the inspection of the defect is made more difficult or prevented by the buyer, if natural wear and tear, faulty or improper handling, or excessive use are present, or if and for as long as the buyer does not fulfil his obligations towards us. The burden of proof lies with the buyer. Justified performance complaints shall, to the exclusion of all further claims, in particular also for consequential damage, only give rise to the following rights:

a) Repair through rectification or reworking, or
b) free replacement performance,
c) appropriate reduction of remuneration.

The right of choice lies with us.

(3) Further rights to rescission (Wandlung -- reversal of the purchase), reduction (Minderung -- reduction of remuneration), or damages of any kind, in particular claims for compensation for consequential damage, are, to the extent legally permissible, excluded. If we fail to fulfil our replacement delivery or repair obligation culpably or not in accordance with the contract, the buyer may, after expiry of a reasonable grace period set by the buyer, withdraw from the contract to the extent that the replacement delivery or repair has not been carried out by the expiry of the deadline. In the event of partial default, the buyer shall only be entitled to withdraw from the entire contract if the partial fulfilment is of no interest to the buyer. Our liability for personal injury and property damage per damage event is limited to EUR 250,000, and for financial losses to EUR 50,000. Section 276(2) of the German Civil Code (BGB) remains unaffected.

(1) The goods shall remain our property until full payment of all our claims, including those arising in the future, from the mutual business relationship. In the case of a running account, this retention of title shall serve as security for our respective balance. The buyer shall adequately insure the goods. Before fulfilment of all his obligations from the mutual business relationship, in particular before redemption of any accepted bills of exchange or cheques, the buyer shall not be entitled to pledge, assign as security, or transfer ownership of the goods to third parties.

(2) The buyer may resell our retained goods only in the ordinary course of business and only on his normal business terms and as long as he is not in default, provided that he agrees a retention of title with his customer and that the claims arising from the resale are assigned to us pursuant to paragraph 4. He shall not be entitled to dispose of the retained goods in any other way. The buyer's claims arising from the resale of the retained goods are assigned to us pursuant to paragraph 4 and serve as security to the same extent as the retained goods.

(3) A gross imbalance between the balance and the value of the goods subject to retention of title may lead to the cancellation of the right of retention of title, but never tacitly.

(4) If the buyer resells goods delivered by us, he hereby assigns to us in advance the customer claims due to him with all ancillary rights, subject to deduction of a profit margin on the purchase price in favour of the buyer in the amount of 10% of our invoice value. However, if the proceeds do not cover our invoice value, or if other claims from the mutual business relationship are outstanding, the aforementioned deduction shall not apply. The buyer shall be entitled until revocation to collect the assigned claim. He shall collect the amounts in trust for us and remit them to us. At our request at any time, the buyer shall be obliged to disclose the assignment to his debtor, unless we do so ourselves, to transfer customer bills of exchange to us, and to provide us with all desired information. If the goods are seized by third parties or our ownership is jeopardised by other measures of third parties, the buyer shall notify us thereof immediately by registered letter, enclosing the seizure report and a statutory declaration that the item claimed by the third party is our property. The costs of measures to remove such interference, in particular the costs of intervention proceedings, shall be borne by the buyer. As long as the retention of title exists, the buyer shall have only partial use of our goods; the buyer shall be obliged to maintain the goods in proper condition for the duration of the retention of title. If we exercise our right to take back the goods, this shall only constitute a withdrawal from the contract if we expressly declare so. Storage, transport, and other costs resulting from the repossession shall be borne by the buyer.

(5) Should we withdraw from the contract due to non-fulfilment of the buyer's payment obligations, or receive the delivered products back for other reasons due to our retention of title, the buyer shall pay compensation for use for the period of his possession of the delivered items at the customary compensation or rental rates.

(6) If the retention of title or the assignment is not effective under the law of the jurisdiction in which the goods are located, the security corresponding to the retention of title or the assignment in that jurisdiction shall be deemed agreed. If the buyer's cooperation is required for this, he shall be obliged to take all measures necessary for the establishment and preservation of such rights.

(1) Deadlines and warranty obligations shall lapse for us in the event of default of payment by the buyer.

(2) If the buyer fails to meet his payment obligations and the obligations arising from the retention of title, suspends his payments, if judicial composition or insolvency proceedings are opened over his assets, or if we become aware of circumstances that reduce the creditworthiness of the buyer, the entire remaining debt shall become due, including where bills of exchange with later maturity dates are outstanding. If the entire remaining debt is not paid immediately, the buyer's right of use in respect of the purchased item shall expire, and we shall be entitled to demand its immediate surrender, to the exclusion of any right of retention. All costs arising from the repossession of the purchased item shall be borne by the buyer. We shall be entitled, without prejudice to the buyer's payment obligation, to realise the repossessed item at the best possible price through private sale. The proceeds shall, after deduction of costs, be credited to the buyer against his total debt.