General sales and delivery conditions
1. Scope of Application
1.1 Our sales, deliveries and other services, including contracts for work and services, contracts for the delivery of fungible and non-fungible goods to be manufactured or produced (hereinafter uniformly referred to as: "Deliveries") shall only be made in accordance with the following terms and conditions. They shall apply exclusively to businesses within the meaning of Section 14 (1) of the German Civil Code (BGB) , legal entities under public law and special funds under public law (customer). By accepting them without objection, the customer agrees to their exclusive validity for the respective delivery and for all subsequent transactions. We do not accept any conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in text form - whereby, in the case of participation in electronic platforms of the customer, it shall not be deemed to be agreement if, due to the system, selection boxes have to be activated for acceptance of the terms and conditions of use or other general terms and conditions of the customer. Finally, our terms and conditions shall also apply if, despite the fact that we are aware of conflicting or deviating terms and conditions of the customer, the delivery is carried out without reservation.
1.2 The German version of these General Terms and Conditions of Sale and Delivery shall prevail for the interpretation of these General Terms and Conditions of Sale and Delivery, even if translations are provided to the customer or signed by the parties.
2. Offer, Product information, Consulting and support services, Guarantees, Conclusion of contract
2.1 The information and data contained in data sheets, product specifications, product descriptions, brochures and advertising material shall only serve as a guideline and shall only become a binding part of the contract if we have expressly agreed to this in text form.
2.2 Oral agreements, commitments, assurances, guarantees and statements by our employees regarding the application or intended use in connection with the conclusion of the contract are non-binding and shall only become binding upon our confirmation in text form. Statements as to quality and durability shall only be deemed to be guarantees if they are expressly designated as such in text form. The same applies to the assumption of a procurement risk.
2.3 Insofar as we do not provide separately invoiced advice and support with regard to the product and processing properties of our products, including drawings, calculations and material lists, it shall remain the sole responsibility of the customer to ensure the correctness and completeness and to use our products safely, suitably and without errors.
2.4 It shall be the sole responsibility of the customer to obtain the necessary approvals and to set out and maintain other requirements under public law.
2.5 The co-delivery (provision) of test certificates according to EN 10204 requires an agreement in text form.
2.6 Our offers are non-binding. The contract shall only be binding for us when we provide the order confirmation in text form and when all possibly required approvals (in particular import and export licences) have been granted and sufficient credit insurance and other agreed payment securities (e.g. letter of credit) are available and proven.
3. Quality, Quantity, Delivery, Passing of risk, Call-off and framework contracts
3.1 Unless otherwise agreed, the relevant German DIN- EN standards shall apply, otherwise the relevant DIN standards shall apply. In all other respects, our goods shall be delivered in customary quality and design, subject to deviating quality agreements, taking into account production-related tolerances for dimensions, weights and quality conditions that are customary in the trade. Public statements by us, our assistants or by any manufacturers or their assistants, in particular in advertising documents or on websites, about the quality of our goods may only justify material defect rights of the customer if they are expressly made part of a quality agreement.
3.2 For quantities, weights and dimensions of the delivery, the values determined by us before preparation for dispatch shall be decisive. Proof of weight shall be provided by presentation of the weighing slip.
3.3 Unless otherwise agreed, excess or short deliveries due to production or processing technology are permitted to a reasonable extent, in any case up to 3% of the ordered quantity or number of items. The indication of a "circa" or “approximate” quantity entitles us to exceed / fall short of the delivery quantities by up to 10 %.
3.4 Partial deliveries and partial services are permissible insofar as they are reasonable for the customer.
3.5 Unless otherwise agreed in text form, our deliveries shall be made EXW in accordance with the Incoterms in the version applicable at the time of conclusion of the contract. The place of delivery may also be the factory or warehouse of a third party. Unless otherwise agreed, the goods shall be delivered unpacked. Packaging, protective and / or transport devices will be provided by us in accordance with our experience at the expense of the customer. Packaging will be taken back at our warehouse within a reasonable period of time in order to meet the requirements of the German Packaging Act (Verpackungsgesetz) . We will not bear any costs for their return transport or for the customer’s own disposal of the packaging.
3.6 The risk shall pass to the customer at the latest upon transfer of the goods to the forwarder or other carrier; this shall also apply if the goods are delivered by our own employees. The forwarder or the carrier shall comply with all safety regulations. In the absence of specific instructions from the customer, we shall be responsible for selecting a appropriate carrier. The risk shall also pass to the customer if, in the case of call-off orders, we notify the customer that the goods are ready for collection or if we store goods with us at the customer's request.
3.7 On the construction site and in its own sphere, the customer shall ensure that the goods are stored properly and safely. Notwithstanding the obligations pursuant to section 6.4, the customer is obliged to inspect the goods for any transport damage upon delivery and to draw up a report on this jointly with the carrier. We must be notified immediately in writing of any damage found.
3.8 Our delivery obligation is subject to correct and timely self-delivery in accordance with the contract and, in the case of import transactions, additionally subject to the timely receipt of monitoring documents and import licenses, unless we are at fault for the incorrect or delayed self-delivery. However, we shall not be deemed to be at fault if we have concluded a proper cover transaction but are not supplied by our supplier for reasons for which we are not responsible, e.g. insolvency of our supplier.
3.9 In the absence of any agreement to the contrary between the parties, information on the delivery and performance time shall only be approximate. In the case of only approximate delivery and performance periods, the customer's delivery and performance claims shall become due at the earliest one month after expiry of the stated approximate delivery and performance period, which may be extended in accordance with section 3.13. In that case, default shall only occur in the event of a reminder then issued in text form. In the case of approximate delivery periods, the customer must accept the goods within a period of two weeks after notification by us that the goods are ready for handover or dispatch.
3.10 The delivery period shall commence at sending off the order confirmation, however not before the Customer has delivered all documents, permits, clearances to be obtained by the Customer, and the resolving of all technical matters.
3.11 Unless otherwise agreed in text form, the time of dispatch EXW in accordance with the Incoterms in the version applicable at the time of conclusion of the contract shall be decisive for compliance with delivery periods and dates. They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.
3.12 The customer must ensure undisturbed acceptance of the goods and inform us in good time of any difficult delivery conditions. The customer shall unload without delay and properly. If we or third parties assist in this, this shall be done without legal obligation and at the risk of the customer.
3.13 Events of force majeure, in particular wars, natural disasters or political unrest and the associated effects shall entitle us to postpone deliveries for the duration of the obstruction and a reasonable start-up time. This shall also apply if such events occur during an existing delay. Force majeure shall be deemed to include monetary or trade measures or other acts of sovereignty, strikes, lock-outs, operational disruptions for which we are not responsible (e.g. fire, machine and roller breakage, shortage of raw materials and energy), pandemics and their effects, obstruction of transport routes, delays in import/customs clearance, insolvency of our pre-supplier as well as all other circumstances which, without being our fault, make deliveries and services significantly more difficult or impossible. It is irrelevant whether the circumstances occur with us or with a sub-supplier. If, as a result of the aforementioned events, performance becomes unreasonable for one of the contracting parties, it may withdraw from the contract by means of a declaration in text form made without delay. In all other respects, the statutory provisions on the exclusion of the obligation to perform, the debtor's right to refuse performance, the frustration of contract (Störung der Geschäftsgrundlage) and the right to terminate the contract for good cause shall remain unaffected.
3.14 If the customer fails to accept delivery or call off the goods on time, we shall be entitled to demand compensation for our additional expenses and to store the goods at the customer's expense and risk, without prejudice to our claim to performance and other rights. If the production date is postponed at the request of the customer, section 4.1 shall apply with regard to the price.
3.15 Unless otherwise contractually agreed, the Incoterms in the version applicable at the time of conclusion of the contract shall apply.
4. Prices and cost
4.1 Unless otherwise agreed in text form, the price list valid at the time of conclusion of the contract shall apply and prices shall be EXW in accordance with the Incoterms in the version valid at the time of conclusion of the contract without packaging plus freight and statutory VAT. All prices are based on the cost factors at the time of order confirmation. If thereafter significant increases in the costs of raw materials, energy, freight and packaging material occur with us or our supplier and if these lead to a significant increase in our purchase prices or cost prices, we shall be entitled to demand a price adjustment unless the price has been expressly confirmed as a fixed price. In the event that the adjusted price exceeds the initial price by more than 10%, the customer shall have the right to withdraw from the contract with regard to the quantities affected by the price adjustment when the price adjustment takes effect. The right of withdrawal can only be exercised within one week of knowledge or the possibility of knowledge of the price adjustment.
4.2 Unless otherwise agreed, the goods shall be invoiced "gross for net". The fee for agreed test certificates in accordance with EN 10204 is set out in our price list valid at the time.
4.3 Insofar as goods are stored with us at the request of the customer, the costs incurred for this shall be borne by the customer.
5. Payment, Set-off, Assignment
5.1 Payments shall be made within 30 days of the invoice date. This shall also apply if the test certificates agreed for the delivery according to EN 10204 are missing or arrive late. The timeliness of payments shall be determined by the date on which the money is received by us or credited to our account without reservation. The customer shall bear the costs of payment transactions.
5.2 An agreed cash discount always relates only to the invoice value excluding freight and requires the complete settlement of all due liabilities of the customer at the time of the cash discount. Unless otherwise agreed, discount periods shall commence from the date of the invoice.
5.3 In the event of default in payment, interest on arrears shall accrue at the statutory rate, unless we are entitled to higher interest on another legal ground. In addition, we shall be entitled to charge a flatrate default fee in the amount of € 40.00. We reserve the right to assert further damages and other statutory rights due to default.
5.4 If there are several outstanding debts against the customer and if a payment by the customer is not sufficient to settle all debts, settlement shall be made in accordance with the statutory provisions (Section 366 (2) of the German Civil Code (BGB)), even if the customer has expressly paid a specific debt.
5.5 The customer shall only be entitled to a right of re- tention and a right of set-off insofar as its counterclaims are undisputed or have been legally established, they are based on the same contractual relationship with us and / or they would entitle the customer to refuse its performance pursuant to § 320 BGB.
5.6 If, after conclusion of the contract, it becomes apparent that our claim to payment is jeopardised by the customer's inability to pay or if the customer defaults on payment of a substantial amount or if other circumstances arise which indicate a significant deterioration in the customer's ability to pay after conclusion of the contract, we may refuse to make the agreed advance payments and exercise the rights under Section 321 of the German Civil Code (BGB). This shall also apply insofar as our performance obligation is not yet due. We shall then also be entitled to declare due all claims not yet due from the current business relationship with the customer. A lack of ability to perform on the part of the customer shall also be deemed to exist if the customer is at least three weeks in arrears with a considerable amount (from 10% of due claims), furthermore the considerable downgrading of the limit existing for him with our trade credit insurance.
5.7 The customer may not assign delivery claims against us, in whole or in part, to third parties. We are also not obliged to deliver to third parties at the customer's request.
6. Warranty provisions
6.1 The internal and external properties of the goods, in particular their quality, grade and dimensions, shall be primarily determined by the agreed quality, in particular by the contractually agreed standards, materials and dimensions. References to standards and similar sets of regulations, to test certificates in accordance with EN 10204 and similar certificates as well as information on grades, types, dimensions, weights and usability of the goods are no warranties or guarantees, nor are declarations of conformity and corresponding marks such as CE and GS.
6.2 We do not assume any liability for a specific use of the goods. Rather, it is the customer's responsibility to check the suitability of the goods for the intended use. As an exception, a specific use shall only be relevant in case we were informed of the intended use by the customer in text form at the latest when the purchase contract was concluded and have expressly agreed to this use in text form.
6.3 Insofar as the goods have the agreed quality in accordance with section 6.1, the customer may not invoke the fact that the goods are not suitable for normal use or do not have a quality which is usual for goods of this type and which the customer has expected.
6.4 The statutory provisions shall apply to the inspection of the goods and notification of defects with the proviso that the obligation to inspect the goods after delivery shall also extend to any test certificates in accordance with or pursuant to EN 10204 and that defects in the goods and test certificates must be notified to us in text form no later than 7 days after delivery. Any transport damage can only be taken into account if it is noted on the delivery note. Defects that cannot be discovered immediately after delivery, even with the most careful inspection, must be reported to us in text form immediately after discovery.
6.5 In the event of a justified notification of defects that has been made in time, we may, at our discretion, remedy the defect rectification) or delivernon-defective goods (subsequent delivery). In the event of failure or refusal of supplementary performance, the customer shall be entitled to the statutory rights. If the defect is not significant or if the goods have already been resold, processed or transformed, the customer may only reduce the purchase price.
6.6 In the event of an intended installation or attachment of the goods, the customer has the obligation to at least randomly examine the properties of the goods that are relevant for the use before the installation and to notify us of defects in the goods without delay. Insofar as the customer fails to examine the properties of the goods that are decisive for the use at least on a random basis before installation or attachment, this shall constitute a particularly serious disregard of the care required in the course of trade (gross negligence) in relation to us. In this case, rights in respect of defects in relation to these properties shall only come into consideration if the defect in question has been fraudulently concealed or a guarantee for the quality of the goods has been assumed.
6.7 If the customer has installed the defective goods into another object or attached them to another object in accordance with their type and designated use, the customer may only claim reimbursement for the necessary expenses for the dismantling of the defective goods and the installation or attachment of the repaired or delivered non-defective goods ("dismantling and installation costs") in accordance with the following provisions.
- Necessary dismantling and installation costs are only those which directly concern the dismantling or removal of the defective goods and the installation or attachment of identical goods, have been incurred on the basis of customary market conditions and are proven to us by the customer by submitting appropriate receipts at least in text form.
- Any additional costs incurred by the customer for consequential damage due to defects, such as loss of profit, down time costs or additional costs for cover purchases are no direct dismantling and installation costs and therefore not recoverable as reimbursement of expenses pursuant to Section 439 (3) of the German Civil Code (BGB). The same applies to sorting costs and additional expenses arising from the fact that the sold and delivered goods are located at a place other than the agreed place of performance.
- The customer is not entitled to demand advance payment for dismantling and installation costs and other expenses required for supplementary performance.
6.8 We shall only bear expenses in connection with supplementary performance if they are not disproportionate in the individual case, in particular in relation to the purchase price of the goods. Disproportionality shall be deemed to exist in particular if the expenses claimed, in particular for dismantling and installation costs, exceed 150 % of the invoiced value of the goods or 200 % of the defect-related reduced value of the goods. If the last contract in the supply chain is a purchase of consumer goods (Verbrauchsgüterkauf), the reimbursement of expenses shall be limited to the reasonable amount. Costs incurred by the customer for the self-remedy of a defect, without the legal requirements for this being met, as well as dismantling and installation costs, insofar as the goods delivered by us were no longer present in their original quality as a result of processing by the customer prior to installation, are not eligible for compensation. We do not assume any expenses incurred by the fact that the sold goods were taken to a place other than the agreed place of performance.
6.9 We shall only be liable for defects based on an instruction or specification of the customer in accordance with the statutory provisions and these General Terms and Conditions of Sale and Delivery if we have assumed the risk of the occurrence of defects as a result of the instruction or specification in writing vis-à-vis the customer. The customer is responsible to us for ensuring that instructions and specifications do not lead to a defect in the goods manufactured or delivered by us, unless we have assumed the aforementioned risk of the occurrence of defects in writing
6.10 After an agreed acceptance of the goods by the customer has been carried out, the notification of material defects that were detectable during the agreed type of acceptance is excluded. If the customer was unaware of a defect due to negligence, he may only assert rights due to this defect if we have fraudulently concealed the defect or have assumed a guarantee for the quality of the goods.
6.11 If the customer does not immediately give us the opportunity to convince ourselves of the defect, in particular if he does not immediately make the goods subject to complaint or samples thereof available for testing purposes upon request, all rights due to the material defect shall lapse. If it turns out during the testing of alleged defects that no warranty claimexists, in particular that the goods are in conformity with the contract, the customer shall be obliged to bear the costs caused by the testing.
6.12 In the case of goods sold as declassified material, the customer shall not be entitled to any rights on account of material defects with regard to the stated reasons for declassification and such defects as he would normally have to expect. In the case of the sale of IIa goods, our liability for material defects is excluded in accordance with section 7 no. 3 of these terms and conditions.
6.13 If the customer is entitled to claim damages instead of performance or to withdraw from the contract, the customer will have to explain, at our request and within a reasonable period of time, whether and how the customer intends to make use of those rights. If the customer fails to provide such explanation in due time and insists on performance, the customer shall be entitled to exercise those rights only after the expiry of a further effectless reasonable deadline.
6.14 Further claims of the customer shall be governed by section 7 of these terms and conditions. The customer's rights of recourse according to Section 445a of the German Civil Code (BGB) are excluded unless the last contract in the supply chain is a purchase of consumer goods (Verbrauchgüterkauf). Section 478 of the German Civil Code (BGB) remains unaffected.
7. General limitation of liability and statute of limitations
7.1 Our liability for breach of contractual and non- contractual obligations, in particular for non-performed or deferred deliveries, for breach of duties prior to the contract (Verschulden bei Vertragsanbahnung) as well as for tortous acts – including our responsibiliy for our managerial staff and any other person employed in performing our obligations – shall be restricted to damages caused by our wrongful intent and by our gross negligence. In cases of gross negligence, our liability shall be limited to the damage typical for the type of contract and foreseeable at the time of conclusion of the contract. In all other respects, our liability, also for damages caused by defects and consequential damages, is excluded.
7.2 The foreseeable damage typical for the type of contract pursuant to 7.1 shall be max. three times the value of the goods of the respective delivery and, in the event of delay, a damage of max. 5 % of the value of the goods of the respective delivery.
7.3 Furthermore, claims for compensation for damages of all kinds which arise as a result of improper handling, modification, assembly and / or operation of the delivery items or as a result of incorrect advice or instruction by the customer or as a result of non-compliance with our technical specifications, in particular in installation manuals and the technical specifications of our suppliers for purchased parts, are excluded, unless we are responsible for them in accordance with section 7.1. In addition, the customer shall bear full responsibility for the use of a design, trademark or trade name appearing on the goods at its request.
7.4 The restrictions pursuant to Sections 7.1 and 7.2 shall not apply in the event of culpable breach of fundamental contractual obligations, the breach of which may endanger the achievement of the purpose of the contract, or the fulfilment of which is crucial the proper performance of the contract and on the observance of which the contracting party may regularly rely. Furthermore, these limitations shall not apply in cases of culpably caused damage to life, body and health and also not if and insofar as we have guaranteed certain characteristics of the goods, as well as in cases of mandatory liability laid down in the German Product Liability Act (Produkthaftungsgesetz). Any statutory rules regarding the burden of proof shall remain unaffected by the aforesaid.
7.5 Unless otherwise agreed, contractual claims which the customer is entitled to due to and in connection with the delivery of the goods, including warranty claims for damages, shall become statute-barred one year after delivery of the goods. In the event of supplementary performance, the limitation period shall not recommence but shall be suspended until three months after the supplementary performance has been carried out. This shall not affect our liability and the limitation of claims in connection with the delivery of goods which have been used in accordance with their customary manner of use for a building and have caused its defectiveness and claims resulting from breaches of contract caused by our wrongful intent or by our gross negligence; neither claims resulting from culpably caused damages to life, body and health; neither cases of mandatory liability in accordance with the German Product Liability Act and the limitation of statutory recourse claims. In these cases, the statutory limitation periods shall apply.
7.6 The aforementioned limitations of liability shall also apply for the benefit of our legal representatives, employees and other vicarious agents in terms of reason and amount.
8. Property rights and copyrights
We reserve all property rights and copyrights to all drawings, illustrations, cost estimates and other documents provided by us. These documents may not be made available to third parties or used commercially without our prior consent and must be returned to us immediately upon request.
9. Retention of title and security interests
9.1 The delivered goods shall remain the property of the seller until the full purchase price is paid. The customer shall be obliged to take the measures necessary to preserve the retention of title - or an equivalent security in the country of its branch or in a country of destination deviating therefrom - and to provide the corresponding evidence upon our request.
9.2 To the extent permitted by the laws of the country in which the goods are located, the following supplemen- tary provisions shall apply:
a. All delivered goods shall remain our property (Reserved Goods) until all claims, in particular any account balances to which we are entitled within the scope of the business relationship (Current Account Reservation), have been fulfilled. This shall also apply to claims arising in the future and conditional claims and also if payments are made on specially designated claims. The Current Account Reservation shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation. However, the Current Account Reservation shall not apply to advance payment or delivery vs. payment transactions that are settled concurrently.
b. With regard to processing or manufacturing of the Reserved Goods, we shall be deemed to be manufacturer within the meaning of § 950 of the German Civil Code (BGB) without committing us in any way. The processed or manufactured goods shall be deemed to be Reserved Goods within the meaning of clause 2. a of these Conditions. If the customer manufactures, combines or mixes the Reserved Goods with other goods, we shall obtain co-ownership in the new goods in proportion to the invoice value of the Reserved Goods to the invoice value of the other goods used. If our ownership expires due to combination or mixing, the customer shall already now transfer to us any rights which it will have in the new stock or goods in proportion to the invoice value of the Reserved Goods and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be Reserved Goods within the meaning of Clause 2. A of these Conditions.
c. The customer may only resell the Reserved Goods within the ordinary course of business under its normal terms and conditions of business and provided it is not in default of payment, and provided that the claims arising from such resale will be transferred to us in accordance with clause 2. d to e of these Conditions. The customer shall not be entitled to dispose of the Reserved Goods in any other way.
d. The customer hereby assigns to us any claims resulting from the resale of the Reserved Goods, including all securities that the customer acquires for the claim. We hereby accept the assignment. The claims shall serve as our security to the same extent as the Reserved Goods. If the Reserved Goods are sold by the customer together with other goods not sold by us, the receivables resulting from such resale shall be assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods sold. In the event of the resale of goods in which we have co-ownership shares pursuant to clause 2 b, the assignment shall be limited to the part which corresponds to our co-ownership rights.
e. The customer shall be entitled to collect any receivables resulting from the resale oft he Reserved Goods. This collection authorisation shall expire if withdrawn by us, but at the latest in the event of default in payment, dishonour of a bill of exchange or application for the opening of insolvency proceedings. We shall only make use of our right of revocation if it becomes apparent after the conclusion of the contract that our claim for payment under this or other contracts with the customer is jeopardised by the customer's lack of solvency. At our request, the customer is obliged to inform its customers immediately of the assignment and to provide us with the documents required for collection.
f. The customer undertakes to insure the Reserved Goods adequately against fire, water and theft at replacement value. The customer hereby assigns its claims from the insurance contracts to us.
g. The customer shall immediately inform us of any seizure or other impairments by third parties. The customer shall bear all costs that have to be incurred in order to cancel the seizure, sort out or return the Reserved Goods, insofar as they are not reimbursed by third parties.
h. If the invoice value of the securities exceeds the secured receivables including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall – upon the customer’s request – be obliged to release securities at our discretion.
Insofar as tools are manufactured or acquired by us for deliveries to the customer, these shall remain our property even where the customer pays the cost of such tools fully or in part. The tools shall be used exclusively for deliveries to the customer as long as the customer fulfils its contractual obligations towards us. If 24 (twentyfour) months have passed since the last delivery or if the customer's contribution to the acquisition of the tool has been amortised, we shall also be entitled to use the tool for other purposes or to scrap it.
11. Oberservance of safety and other regulations
11.1 Unless otherwise agreed in individual cases, the customer shall be responsible for compliance with statutory and official regulations as well as generally accepted practices regarding import, transport, storage, handling, use and disposal of the goods.
11.2 The customer shall also be obliged
- to become familiar with all product information provided by us,
- to provide its employees, contractors, agencies and customers with sufficient instructions on the handling of the products,
- to take appropriate measures to prevent danger to persons or property by our goods.
11.3 If the customer significantly violates the obligations mentioned in clauses 11.1 and 11.2, we shall be entitled to withdraw from the contract after prior warning
11.4 The customer shall be liable to us for all damages resulting from his failure to comply with the safety regulations and shall indemnify us against corresponding claims by third parties.
12. Import conditions / safeguard measures
12.1 Insofar as we import the goods intended for the customer into the territory of the European Union, pursuant to the Implementing Regulation (EU) 2019/159 of 31.01.2019, as amended from time to time, tariff-rate quotas are applicable for certain categories of goods, upon the exhaustion of which an additional customs duty of 25% is levied (so-called "safeguard measures"). In addition, imports into the EU may be subject to anti-dumping, countervailing or other trade measures based on corresponding EU regulations.
12.2 Our obligation to import the goods into the European Union and the agreed delivery date are subject to the proviso that at the time of the intended import the relevant tariff-rate quota is not exhausted or critical and that no additional customs duty and no security service are therefore assessed. Otherwise, we are entitled to postpone the delivery date by up to 3 months until the import is possible again without levying the additional duty, e.g. because new tariff-rate quotas are opened. If we import the goods and the tariff-rate quotas are already exhausted, critical or overbooked on the day of import without this being recognisable to us on the day of import by inspection of publicly accessible documents, the customer shall bear any resulting additional customs duty (if applicable, the proportion attributable to it) or the corresponding security. We are entitled to charge the resulting additional costs in addition to the agreed purchase price.
12.3 If the import of the goods in question becomes the subject of anti-dumping, countervailing or other measures, without this being recognisable to us at the time of conclusion of the contract through inspection of publicly accessible documents, or if the risk of such measures arises as a result of the opening of an investigation by the EU Commission in the meantime, we shall be entitled to withdraw from the contract if the customer does not indemnify us against the resulting additional import duties or risks. Alternatively, we are entitled to charge the customer additionally for the costs associated with the anti-dumping, countervailing or other measures or to demand security for these.
12.4 The customer may at any time demand delivery against payment of the costs associated with any safeguard, anti-dumping, countervailing or other trade measures.
13.1 If provisions in these General Terms and Conditions of Sale or other contractual provisions are or become invalid, the remainder of the contract shall remain valid.
13.2 We expect our customers to act impeccably from an ethical standpoint, in particular to comply with the relevant legal requirements for the protection of the environment, human rights, social and employee concerns. The same applies to the legal requirements with regard to sustainability, CO2 emissions ("carbon footprint") and resource conservation. The customer undertakes to provide us with the relevant declarations, certificates or other evidence free of charge. This shall also apply if the customer is not subject to the direct scope of application of the relevant provisions. We have also subjected ourselves to the ethical rules of Tata Steel, which we will gladly send to you on request.
14. Place of performancevenue, Governing law, Data protection
14.1 The place of performance for our deliveries is the factory or storage where the goods are held ready for taking delivery or from which they are shipped; this may also be the factory or storage of a third party. The place of performance for payments is our registered office.
14.2 If the customer is a merchant (Kaufmann) in the terms of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law or does not have a general place of jurisdiction in Germany, the exclusive - including international - legal venue for any dispute arising from the business relationship shall be our registered office. However, we shall be entitled to elect to bring an action before any other court having jurisdiction pursuant to the law.
14.3 All legal relationships between us and the customer shall be governed by the laws of the Federal Republic of Germany, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
14.4 The storage and processing of our data and the data of the Customer shall be governed by the General Data Protection Regulation (DSGVO).
Fischer Profil GmbH
Tel: +49 (0) 27 37 – 5 08 – 0