1. scope of application

Our General Terms and Conditions shall apply to all current and future offers and contracts submitted by us within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
We shall not be bound by any terms and conditions of the customer to the contrary, even if we do not object to them.
Any other terms and conditions shall only become part of the contract if we expressly acknowledge them in writing.

2. conclusion of contract

2.1 Unless otherwise agreed, our offers are non-binding.

2.2 A contract is only concluded when we confirm the order in text form or by delivery.
Contract amendments and ancillary agreements require our confirmation in text form.

2.3 Customary deviations from drawings, illustrations as well as dimensional, weight and performance specifications from our brochures and price lists are permissible, unless the usability for the contractually intended purpose requires exact conformity.
This also applies to changes that are made due to legal provisions or that serve technical progress, insofar as they are reasonable for the customer.

2.4 The transfer of rights from this contract as well as the assignment of claims require the consent of the other contracting party in order to be legally effective.

2.5 Goods that are specially manufactured for an order must be paid for in full if the order is canceled.

3. place, time and scope of delivery

3.1 Unless otherwise agreed individually, we only deliver within Germany and only to the registered office, business address or branch of the customer.

3.2 Agreed delivery periods shall not commence until all documents, approvals, releases and any advance payments to be made by the customer have been submitted.
A delivery deadline shall be deemed to have been met when the goods have been handed over for transportation or readiness for dispatch has been established and notified.

3.3 If the customer requests changes, the delivery periods shall be extended accordingly.

3.4 If we are unable to meet the agreed delivery date due to hindrances for which we are not responsible (operational disruptions, strike, lockout, energy supply difficulties, delays in the delivery of essential raw and starting materials, etc.), we shall inform the customer immediately.
In such a case, the customer shall only be entitled to withdraw immediately if the delay in delivery is unreasonable for him or if our performance cannot be foreseen within a reasonable period of time, at the latest within 2 months.
This shall also apply if the reasons for the impediment still exist after the expiry of 2 months since our notification.
In such a case, we can withdraw from the contract ourselves if

– it is not foreseeable that we will be able to provide our service within a reasonable period of time, but at the latest within 2 months,

– the reasons for the impediment were not already recognizable to us when the contract was concluded and

– we shall immediately reimburse any consideration already provided by the customer.

We may withdraw from the contract under the same conditions if the reasons for the impediment still exist 2 months after our notification.

3.5 The customer may only withdraw from or terminate the contract for reasons of a breach of duty that is not based on a defect if we are responsible for the breach of duty.

3.6 Partial deliveries are permitted if

– the partial delivery can be used by the customer within the scope of the contractual purpose and

– the customer does not incur any significant additional work or additional costs as a result (unless we agree with the customer to bear these costs).

3.7 If the goods are to be dispatched on call, we shall be entitled to store and invoice the goods at our discretion after expiry of the time specified for the call at the expense and risk of the customer.

3.8 If we are in default of a binding delivery date or if the delivery date is exceeded by more than one month, the customer may set us a grace period with the threat of refusing our services after expiry of the grace period.
After expiry of the grace period, the customer may withdraw from the contract to the exclusion of further rights, in particular the right to compensation.

4 Prices and terms of payment

4.1 Our sales prices are ex warehouse Haverlah or elsewhere in Germany.
They only apply to the respective offer.

Packaging, freight and any customs duties and insurance premiums will be charged separately.
Packaging material shall be charged at cost price.
The choice of shipping route is left to the customer.

4.2 Shipments of goods shall only be insured by us against theft, breakage, transport, fire and water damage or other insurable risks at the request and expense of the customer.

4.3 Our prices are based on the personnel and material costs applicable at the time the contract is concluded.
If these contractual bases change before the final execution of the order, we shall be entitled to make corresponding price changes after the expiry of 6 weeks from the conclusion of the contract, provided that these are reasonable and we are not responsible for them.

4.4 Unless otherwise agreed, invoices must be paid before the goods are dispatched.
If a term of payment stipulates that our invoices are payable within 15 days of the invoice date without deduction, we shall be entitled to charge interest at a rate of 3% above the respective discount rate of the Deutsche Bundesbank from the first day of overdue payment without issuing a reminder.

4.5 If the customer is in default of payment for more than 4 weeks with a claim amounting to at least 20% of our claims against the customer, we may declare all claims based on the same legal relationship due immediately.

4.6 The customer may only offset against our claims with undisputed or legally established counterclaims or with counterclaims of the customer which are in a reciprocal relationship within the meaning of § 320 para.
1 BGB (German Civil Code) to our claim, i.e. the customer remains entitled, for example, in the event of a defect in the goods, to withhold a reasonable part of the purchase price in proportion to the defect until the defect has been remedied or a replacement delivery has been made, if owed.

4.7 The customer’s right of retention from previous or other transactions with us is excluded.
This shall not apply to the right of retention due to undisputed or legally established claims.

5. transfer of risk

5.1 As soon as the goods are handed over for transportation, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer.
The goods are always shipped at the risk of the customer.

5.2 If the customer is in default of acceptance, the risk shall already pass upon notification of readiness for shipment.

5.3 The customer is obliged to accept partial deliveries.
In the case of a purchase on call, the customer must call off the goods no later than three months after conclusion of the contract.

6. voluntary return of goods

Returns of goods which we are not obliged to accept will only be considered if the goods are in a resalable condition, in their original packaging and the customer pays a handling fee of 15% of the invoice amount, but at least EUR 50.00, for the goods to be returned.
Under these conditions, we will decide on a case-by-case basis whether we will take back the goods voluntarily.

7. reservation of title

7.1 The delivered goods shall remain our property until all claims arising from the business relationship with the customer have been satisfied in full.

7.2 The customer shall insure the goods subject to retention of title against fire, water damage, burglary and theft at his own expense.
The insurance policy shall be sent to us for inspection upon request.

The customer shall assign the claims against the insurance company to us in advance.
We declare the reassignment to the customer with the proviso that this reassignment becomes effective if and as soon as the retention of title has expired due to full payment of all claims against us.

7.3 The customer is obliged to inform us immediately in the event of access by third parties to the reserved property.
He shall bear all costs that have to be incurred to cancel the seizure and to recover the goods delivered by us.

7.4 The customer has the right to sell the goods in the ordinary course of business as long as he is not in default and has not agreed a prohibition of assignment with his customer.
Pledges or transfers by way of security are not permitted.
The customer hereby assigns to us in full by way of security any claims arising from the resale or any other legal grounds (insurance, tort, connection with real property) in respect of the goods.
We authorize the customer to collect the claims assigned to us for our account in his own name.
We are entitled to revoke this authorization if the customer is at least 1 week in default of payment or if an application for the opening of insolvency proceedings has been filed.
In the event of revocation, the customer shall be obliged, at our request, to disclose the assignment and to provide us with the information and documents required to collect the claim.

7.5 If the goods are processed by the customer into a new item, the processing is carried out for us.
If the goods are processed, mixed or transformed with other goods, we shall acquire co-ownership of the resulting new items in proportion to the invoice value of the goods supplied by us and the other goods at the time of processing.
The customer shall store the new items for us free of charge.

7.6 If the law of the country in which the delivery item is located does not permit the intended retention of title or only permits it in a limited form, we may reserve other rights to the delivery item.
The customer is obliged to cooperate in all necessary measures (e.g. registrations) for the realization of the retention of title or the rights replacing it and for the protection of these rights and to bear the costs incurred thereby.

8. guarantee

8.1 The warranty period shall be governed by the statutory provisions of the German Civil Code (BGB).

8.2 Obvious defects must be reported to us in writing within 7 days of receipt of the goods, with the exclusion of all claims.
This shall not affect other legally standardized further obligations of the customer to inspect and give notice of defects.

Any faults occurring within the warranty period will be rectified at our own discretion and expense by repair or delivery of new or refurbished parts to an address in Germany.
The use of our customer service is only free of charge within the scope and under the conditions of the statutory warranty (in the event that we are the seller within the limits set out in Section 9 below).
Other claims of the end customer against us under the warranty, in particular claims for damages, are excluded.
Normal wear and tear is excluded from the guarantee.
Disassembly and reassembly shall be carried out by the customer at his own expense.

8.3 Claims for damages arising from defective delivery or performance, in particular those due to consequential damage from the installation of defective items, are excluded.
Insofar as a claim for damages could nevertheless exist, our liability shall be limited to the invoice value of our delivery or service.

8.4 Claims under this warranty are only valid if the product has been properly installed and properly maintained, does not exhibit any features that allow conclusions to be drawn about improper repairs or other improper interventions, and only accessories authorized by us have been installed in the product.
All warranty claims and claims for damages are forfeited if the customer undertakes or allows unauthorized repair attempts.

9. claims for defects

9.1 The customer is obliged to check the suitability of the goods for the intended use before concluding the contract.

9.2 Claims for defects shall be governed by the statutory provisions, whereby we may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery).
Our right to refuse the chosen type of subsequent performance under the statutory conditions remains unaffected.
If subsequent performance fails, if we refuse subsequent performance or if subsequent performance is unreasonable for the customer, the customer shall be entitled to reduce the purchase price or withdraw from the contract without setting a deadline.

9.3 We are obliged to bear the expenses necessary for the purpose of subsequent performance, provided that these are not installation or removal costs and the expenses are not increased by the fact that the goods have been taken to a place other than the place of performance.

9.4 In order to maintain his warranty rights, the customer is obliged to inform us in writing of any recognizable defects immediately, but at the latest within 1 week of receipt of the goods.
Other defects which cannot be discovered within this period, even after careful inspection, must also be notified to us in writing immediately after their discovery.
The provisions of § 377 HGB (German Commercial Code) shall apply to mutual commercial transactions.

9.5 If the defect is based on a defective third-party product, we are entitled to assign our claims for defects against the upstream supplier to the customer.
In this case, we can only be held liable by the customer under the above provisions if the customer has unsuccessfully asserted the assigned claims against the upstream supplier in court or if a judicial assertion clearly promises no success, e.g. due to insolvency of the upstream supplier.
The customer is obliged to inform us immediately of the legal assertion of the assigned claims and to obtain our consent for all agreements relating to the assigned claims.
For the duration of the legal dispute, the limitation period for the customer’s relevant warranty claims shall be suspended.

9.6 The customer is obliged to ensure the traceability of the products ordered from us and resold by him.
He guarantees that the labeling of the products remains in place in such a way that, in the event of a defect being detected, the defective parts/products/batches can be traced.

9.7 The limitation period for claims for defects based on goods which have been used for a building in accordance with their normal use and which have caused its defectiveness is 2 years from the time of delivery.
Otherwise, the limitation period for claims for defects under this Clause 9 is 12 months from the time of delivery.
9 is 12 months from the time of delivery.
A claim for damages due to breach of the obligation to subsequent performance in accordance with §§ 437 No. 1, 439 BGB shall only exist if during the 12-month limitation period in accordance with para.
9.7 both
a) the customer demands subsequent performance and
b) we have breached our duty of subsequent performance.

9.8 If the end customer is a consumer and asserts claims for defects, Sections 9.2 to 9.5 shall not apply to the customer’s existing claims for subsequent performance, reimbursement of expenses pursuant to Section 478 para.
9.2 to 9.5 shall not apply to the customer’s claims for subsequent performance, reimbursement of expenses in accordance with § 478 BGB, withdrawal or reduction of the purchase price.
2 BGB, withdrawal or reduction.
For the customer’s claim for reimbursement of expenses pursuant to § 478 para.
2 BGB, para.
9.7 shall not apply.

10. liability

10.1 We shall not be liable for the simple negligent breach of contractual obligations other than material contractual obligations.
Essential contractual obligations are those whose fulfillment characterizes the contract and makes its proper execution possible in the first place and on whose compliance the contractual partner may regularly rely.
Furthermore, we shall not be liable if our ordinary vicarious agents breach contractual obligations through gross negligence.

10.2 Unless we are guilty of willful misconduct, we shall only be liable for typically foreseeable damage.
Furthermore, we shall not be liable for consequential damages, e.g. operational failure and/or interruption.

10.3 Liability under the Product Liability Act remains unaffected.
If we assume a guarantee, we shall be liable in accordance with the statutory provisions.

11. copyrights and property rights

11.1 Cost estimates, drawings and other documents are subject to our copyright and remain our property.
They may not be made accessible to third parties.
Drawings and other documents must be returned to us on request.
If the order is not placed, they must be returned immediately without special request.

11.2 The use of our image material requires express agreement.
A separate usage agreement must be concluded in each individual case.

12. final provisions
12.1 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

12.2 If the customer is a merchant or a legal entity under public law or has no general place of jurisdiction in Germany, Haverlah shall be the exclusive place of jurisdiction for all disputes in connection with this contract.
We are also entitled to bring an action at the customer’s place of business.

12.3 Should any of the above provisions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.
The statutory regulation shall apply.

Schneeberg Union Flow Technic GmbH

38275 Haverlah Status 01/2020