Terms and Conditions

§ Scope of application
These terms and conditions apply exclusively to all business relationships with entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB).
We shall only recognize conflicting or deviating terms and conditions of our contractual partners if we expressly agree to their validity in writing. The performance of our services shall not be deemed to constitute such consent.

§ Conclusion of contract
We sell our goods and other services exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code). Our offers are subject to change. Agreements shall only become binding upon written confirmation; this shall also apply to verbal collateral agreements.
Agreements with our employees require our written confirmation to be legally effective. Unless otherwise agreed, additional work and deliveries as well as requests for changes shall incur additional costs.
We reserve the right to make technical changes as well as changes in form, color or weight within reasonable limits. We reserve the right of ownership and copyright to illustrations, drawings, calculations, plans and other documents. They may only be made accessible to third parties with our consent, unless we give our express written consent.
All contracts are concluded upon receipt of a written order confirmation, at the latest upon performance of the services owed. Every contract is concluded subject to correct and timely delivery to us by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with our suppliers.

§ Prices
Unless otherwise agreed, our prices are ex works plus statutory VAT at the time of delivery. Costs for freight and packaging shall be invoiced separately.
Unless otherwise agreed, we reserve the right to make reasonable price changes due to changes in wage, material, raw material and distribution costs for deliveries made 3 months or more after conclusion of the contract.
The deduction of a discount is only permitted if specifically agreed in writing.

§ Terms of payment
Unless otherwise agreed, payment is due 5 days after delivery/service and simple invoicing. Interest on arrears shall be charged at a rate of 9% above the respective base interest rate per annum. We reserve the right to assert higher damages caused by default.
Payments on account shall be made in full in accordance with the progress of production/delivery.
In the event of a significant deterioration in the financial circumstances of the contractual partner and/or default in payment, we shall be entitled to provide further deliveries and services only concurrently against payment or security.
A right of set-off shall only exist if the counterclaims have been legally established or recognized by us. The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
We reserve the right to hand over technical documents, certificates and evidence only after full payment has been made.

§ Delivery
Unless otherwise agreed, delivery periods are non-binding. The commencement of the delivery period stated by us presupposes the timely and proper fulfillment of the obligations of the customer. We reserve the right to plead non-performance of the contract.
If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
We are entitled to make partial deliveries if this is necessary for operational reasons.
The delivery date communicated at the time of production release is binding for us. Should the Customer subsequently request a later delivery date, we shall nevertheless invoice our performance at the time of the delivery date agreed at the time of production release. We also reserve the right to charge separately for any additional costs incurred (e.g. for trailer rental, storage costs, etc.).
In accordance with DIN EN ISO 12944-4, the following applies to coatings: storage wood marks and paint abrasions caused by loading and unloading (e.g. tong marks from loading or unloading, storage wood marks, abrasions caused by belts or chains, etc.) are unavoidable and do not constitute a defect. They must be reworked by the installation company. Complaints for this reason will not be accepted.

§ Transfer of risk
The risk of loss and deterioration, in particular the risk of impairment of the surface quality due to prolonged storage (outdoors), shall pass to the customer at the latest when the goods are dispatched or delivered to the customer at the customer’s request. This shall apply irrespective of whether the goods are shipped from the place of performance or who bears the freight costs.
The same is the case if we have indicated our readiness to deliver and the client does not perform the necessary cooperative actions and is in default of acceptance.

§ Acceptance
Acceptance must take place immediately after notification of completion or readiness for delivery. Partial quantities shall be accepted upon request. Acceptance shall also take effect if the client has been requested twice in vain and in a reasonable manner to carry out the acceptance.

§ Retention of title
All deliveries/services shall remain our property until full payment of all claims against the client to which we are entitled. The customer is obliged to treat the goods with care.
Furthermore, the customer is obliged to insure the goods at his own expense against fire, water damage and theft at replacement value.
The client is entitled to resell the reserved goods in the normal course of business. The customer hereby assigns to us the claims against the purchaser arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the goods have been resold without or after processing.
The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected.
However, we shall not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed an application for the opening of insolvency proceedings or has not suspended payments.
The processing or transformation of the goods by the customer shall always be carried out in our name and on our behalf. In this case, the expectant right of the customer to the goods shall continue in the transformed item. If the goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our goods to the other processed items at the time of processing.
The same shall apply in the event of mixing. If the mixing is carried out in such a way that the client’s item is to be regarded as the main item, it is agreed that the client shall transfer co-ownership to us on a pro rata basis and shall keep the resulting sole ownership or co-ownership for us.
To secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.
We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.

§ Technical information
If the steel delivered by us only has a base coat, the customer is obliged to provide a top coat at short notice. Failure to carry out maintenance work may impair the service life and functionality of the steel without this giving rise to warranty claims against us. We reserve the right to insignificant, reasonable deviations in the dimensions and designs (color and structure), in particular in the case of repeat orders, insofar as these are in the nature of the materials used and are customary.

§ Warranty
Warranty rights of the client presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with §377 HGB.
Warranty claims shall become time-barred 12 months after the transfer of risk. The statutory limitation period shall apply to claims for damages in the event of intent or gross negligence and in the event of injury to life, limb and health based on an intentional or negligent breach of duty. Insofar as the law pursuant to § 438 para. 1 no. 2 BGB (buildings and items for buildings), § 479 para. 1 BGB (right of recourse) and § 634 a para. 1 BGB (building defects) prescribes longer mandatory periods, these periods shall apply.
If, despite all due care, the goods have a defect that was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity for subsequent performance within a reasonable period of time. Recourse claims shall remain unaffected by the above provision without restriction.

§ Final provisions
The law of the Federal Republic of Germany shall apply (to the exclusion of the UN Convention on Contracts for the International Sale of Goods).
The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.
Should individual provisions of these General Terms and Conditions or the associated contracts be or become invalid in whole or in part, this shall not affect the validity of the other provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

Status Feb 2020

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