Terms and Conditions

I. Scope

These General Terms and Conditions (GTC) apply—subject to paragraph 2—to all contracts, including future contracts, with companies, legal entities under public law, and special funds under public law for delivery and other services, including contracts for work and the delivery of non-fungible goods. They also apply to all future business relationships, even if they are not expressly agreed again. Any deviating terms and conditions of the other contracting party (hereinafter referred to as the "Purchaser") that we do not accept in writing are not binding on us, even if they are referred to in order documents and we do not separately object to them in individual cases.
These General Terms and Conditions do not apply if our offer is submitted as part of a tender in accordance with VOB/A or other public procurement procedures.

II. Conclusion of contract

Our offers are subject to change and non-binding unless we have expressly designated them as binding. A contract with us is only deemed to have been concluded when the customer accepts our binding offer without reservation, or when our written order confirmation is received by the customer, or when we commence with the execution of the delivery or service. If we issue a written order confirmation, this shall be decisive for the content and scope of the contract, unless expressly agreed otherwise.
All agreements made between the customer and us for the execution, supplementation, and/or amendment of the contract are only binding if they are made or confirmed in writing.
Brochure information, samples, or specimens do not constitute guarantees of quality or durability, unless expressly agreed in writing.
We reserve our property rights, copyrights, and other intellectual property rights to all illustrations, calculations, drawings, and other documents. The customer may only pass these on to third parties with our written consent, regardless of whether we have marked them as confidential.

III. Prices

The prices and conditions agreed upon at the time of conclusion of the contract shall apply. These are net prices, which are generally calculated plus the sales tax valid on the date of invoicing or the applicable comparable tax (e.g., VAT).
Unless otherwise agreed, prices are ex works or ex warehouse, excluding packaging, freight, postage, insurance, unloading and installation, customs duties, fees and other public charges for export deliveries.

As we source the goods from different manufacturing plants or storage locations, prices may vary in individual cases. We will provide you with specific details on request.
Due to possible fluctuations in the purchase prices of steel and energy, we reserve the right to adjust the agreed prices for products that contain steel or are dependent on it at our reasonable discretion. The price adjustment shall be made taking into account verifiable cost changes in the areas of crude steel and energy that have a direct impact on the manufacture or delivery of the products. We apply the following criteria for this purpose:

If steel prices have changed by more than 10% since the conclusion of the contract according to the Fastmarkets Index HRC domestic Northern Europe (www.fastmarkets.com), we may demand an adjustment of the remuneration by written declaration to the customer until the start of delivery (handover of the goods to the transport company, in the case of framework or follow-up orders, handover of the goods for the next scheduled delivery to the transport company). i.e. there will be no price adjustment for deliveries already made. The amount of the adjustment shall be based on the index and shall take into account any compensation for costs in other areas, e.g. electricity procurement costs.

IV. Terms of payment

Unless otherwise agreed or stated in our invoices, the claim is payable within 30 calendar days of delivery without any discount. The date of payment is determined by the date of receipt by us. The costs of payment transactions shall be borne by the customer.

Payment by check is excluded unless separately agreed in individual cases. In this case, payment shall only be deemed to have been made when the check is cashed.

A cash discount is only permitted if specifically agreed in writing.
In the event of late payment, the customer shall owe default interest at the statutory rate, unless we can prove that the customer has incurred higher damages.
The customer is only entitled to offset if the counterclaims have been legally established, recognized by us, or are undisputed. The customer is only authorized to exercise a right of retention if their counterclaim is based on the same contractual relationship.

V. Delivery and delivery time

Unless otherwise agreed, delivery dates or deadlines refer to the date of dispatch or collection of the goods. Unless they have been expressly agreed as binding, delivery dates or deadlines are always approximate. The delivery period specified by us shall only commence once the technical issues have been clarified. If a non-binding delivery date cannot be met, the customer shall set a reasonable grace period of at least 3 weeks for delivery.
If the underlying contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 BGB or Section 376 HGB, we shall be liable in accordance with the statutory provisions. The same shall apply if the customer is entitled to assert the cessation of its interest in the further performance of the contract as a result of a delay in delivery for which we are responsible. In this case, our liability shall be limited to the foreseeable, typically occurring damage ( ), unless the delay in delivery is due to an intentional breach of contract for which we are responsible, whereby we shall be held liable for any fault on the part of our representatives or vicarious agents.

If we are in default as described above and the customer incurs damage as a result, this shall be limited to 0.5% per completed week, but in total to a maximum of 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay for which we are responsible.

This limitation of liability also applies to claims for damages asserted in accordance with the statutory provisions, poor performance, and/or claims for reimbursement of futile expenses.

The limitation of liability does not apply to damages resulting from gross negligence or intentional breach of duty, or to damages resulting from culpable injury to life, limb, or health.

Any further liability for a delay in delivery for which we are responsible is excluded. The purchaser's other statutory claims and rights, which he is entitled to in addition to the claim for damages due to a delay in delivery for which we are responsible, remain unaffected.
In cases of force majeure, the party affected by this shall be released from the obligation to deliver or accept delivery for the duration and to the extent of the effect. Force majeure is any event beyond the control of the respective contracting party that prevents it from fulfilling its obligations in whole or in part, including fire damage, floods, strikes and lawful lockouts, unexpected pandemics or epidemics, as well as operational disruptions or official orders for which it is not responsible. Supply difficulties and other performance disruptions on the part of the seller's suppliers shall only be considered force majeure if the supplier is prevented from performing its obligations due to an event as described in sentence 1.

The affected party shall immediately notify the other party of the occurrence and cessation of the force majeure event and shall use its best efforts to remedy the force majeure event and limit its effects as far as possible.

In the event of force majeure, the contracting parties shall agree on how to proceed and determine whether, after its termination, the products not delivered during this period shall be delivered at a later date. Notwithstanding this, each contracting party shall be entitled to withdraw (partially) from the orders affected by this if the force majeure lasts for more than eight (8) weeks from the agreed delivery date. Goods already delivered are not affected by this.

The right of each contracting party to terminate the contract for good cause in the event of prolonged force majeure remains unaffected.
We are entitled to make partial deliveries and provide partial services at any time, provided this is reasonable for the customer.

VI. Transfer of risk/shipping/packaging

Loading and shipping are uninsured and at the risk of the customer. Any additional costs incurred due to special shipping requests by the customer shall be borne by the customer. The risk of destruction, loss, or damage to the goods shall pass to the purchaser upon dispatch from the manufacturer's factory/storage location or, in the case of collection by the purchaser, upon provision of the goods. If, in exceptional cases, delivery to the construction site is agreed, this must be expressly stated in writing.
We do not take back transport material and all other packaging in accordance with the Packaging Ordinance; pallets are excluded. The customer must dispose of the packaging at their own expense.
At the request and expense of the customer, we will insure the delivery with transport insurance.

VII. Warranty

The customer shall only be entitled to assert claims for defects if they have inspected the delivery item for obvious defects that would be readily apparent to an average customer and have notified us immediately (within 8 days).
Claims for defects must be asserted by the customer in writing, specifying all identified defects and the circumstances under which they became apparent.
In the event of justified complaints, we shall be obliged to provide subsequent performance, excluding the purchaser's rights to withdraw from the contract or reduce the price (abatement), unless we are entitled to refuse subsequent performance on the basis of statutory provisions. The purchaser shall grant us a reasonable period of time for subsequent performance. Subsequent performance may, at our discretion, take the form of rectification of the defect (repair) or delivery of new goods. In the event of rectification of the defect, we shall bear the necessary expenses, provided that these are not increased by the fact that the subject matter of the contract is located at a place other than the customer's place of business.
In the event of subsequent delivery of a defect-free item, we shall not bear the costs for the removal and transport of the defective item or the costs for the installation of the new item delivered as a replacement.
If the subsequent performance has failed, the customer may, at its discretion, demand a reduction in the purchase price (abatement) or declare its withdrawal from the contract. The repair shall be deemed to have failed after the second unsuccessful attempt, unless further attempts at repair are reasonable and acceptable to the customer due to the subject matter of the contract. The customer may only assert claims for damages under the following conditions due to the defect if the subsequent performance has failed. The customer's right to assert further claims for damages under the following conditions remains unaffected by this.

VIII. Liability

We shall only be liable for damages in accordance with these terms and conditions. We shall be liable

- for intentional or grossly negligent actions, and
- for any culpable breach of essential

Essential contractual obligations are those contractual obligations whose fulfillment is essential for the proper execution of the respective contract and on whose compliance the contractual partner regularly relies and may rely. In the event of a simple negligent breach of an essential contractual obligation, our liability is limited to the damage that is foreseeable and typical for the type of business in question.
As is typical for this type of contract, our liability for simple negligence in breach of an essential contractual obligation is limited to 50% of the respective contractual remuneration per claim, whereby liability for all damages caused by simple negligence in connection with the contract is limited to a maximum amount of EUR 500,000.00.
Liability for damages resulting from injury to life, limb, or health, as well as liability under the Product Liability Act, remains unaffected.
Insofar as our liability for damages is excluded or limited in accordance with the above provisions, this also extends to the personal liability of our organs, employees and other staff, representatives and vicarious agents and also applies to statutory liability arising from tort.
The customer's right to withdraw from the contract due to a breach of duty for which we are not responsible and which does not consist of a defect in a purchased item or a work is excluded.

IX. Statute of limitations

Claims for defects by the customer shall become time-barred one year after the start of the statutory limitation period. This does not apply to claims under Sections 438 (1) No. 1, 2; 634a (1) No. 2 BGB.
Other contractual claims of the customer, provided that the customer is an entrepreneur, due to breaches of duty shall become time-barred one year after the start of the statutory limitation period.
The statutory limitation periods in the following cases remain unaffected by the above provisions:

for damages resulting from injury to life, limb, or health;
for other damages based on an intentional or grossly negligent breach of duty by us, our legal representatives, or vicarious agents;
for the customer's right to withdraw from the contract in the event of a breach of duty for which we are responsible and which does not consist of a defect in the purchased item or the work;
for claims due to fraudulent concealment of a defect and from a quality guarantee;

for claims for reimbursement of expenses pursuant to Section 445a (1) of the German Civil Code (BGB);
claims for damages under the Product Liability Act.

X. Retention of title

The delivered goods (reserved goods) remain our property until all claims to which we are entitled against the customer now or in the future have been fulfilled.
The customer is obliged to treat the reserved goods with care. Any maintenance and inspection work that becomes necessary must be carried out by the customer in good time and at their own expense.
If the reserved goods are seized by third parties, the customer is obliged to indicate our ownership and to inform us immediately in writing of the seizure.
The customer is entitled to sell the goods subject to retention of title in the ordinary course of business as long as they are not in default of payment. Pledging or transfer by way of security is not permitted. In the event of resale, the customer hereby assigns to us as security for our claim the resulting claims against the purchaser.

We authorize the customer to collect the claims assigned to us in their own name and for our account. The collection authorization may be revoked at any time if the customer does not properly meet their payment obligations. If we revoke the collection authorization, the customer is obliged to inform the debtors of the assignment of the claim. The purchaser is also not authorized to assign this claim for the purpose of debt collection by way of factoring, unless the factor is simultaneously obliged to pay the consideration in the amount of the claims directly to us as long as we still have claims against the purchaser.
The customer is entitled to process and transform the goods subject to retention of title in the ordinary course of business and to sell the new item in the ordinary course of business. If the customer processes the goods subject to retention of title, the processing shall be carried out in our name and on our behalf. We shall acquire immediate ownership of the new item. If the processing is carried out using materials from several owners, we shall acquire a co-ownership share in the new item corresponding to the value of the goods subject to retention of title. If the customer acquires ownership or a co-ownership share in the new item, the customer shall transfer his ownership or co-ownership share in the new item to us subject to the condition precedent of full payment of the purchase price.
If the goods subject to retention of title are combined or mixed with other items belonging to the customer and the customer's item is to be regarded as the main item, the customer shall transfer to us a co-ownership share in the main item corresponding to the value of the goods subject to retention of title, subject to the condition subsequent of full payment of the purchase price. If the customer sells the new item or the item created by combination or mixing, the customer hereby assigns to us the claim against the purchaser of this item as security for the purchase price claim. In the event that we have acquired a co-ownership share in this item, the customer assigns to us the claim in proportion to the value of the co-ownership share.
In the event of breach of contract by the customer, e.g. default in payment, we shall be entitled, after setting a reasonable deadline, to withdraw from the contract and demand the return of the goods subject to retention of title.

XI. Place of performance/place of jurisdiction/applicable law

The place of performance and exclusive place of jurisdiction for claims arising from the business relationship (including actions on checks and bills of exchange) against merchants and legal entities under public law is Montabaur.
In the case of cross-border deliveries, Montabaur shall be the exclusive place of jurisdiction for all disputes arising from the contractual relationship (Art. 25 Regulation (EU) 1215/2012). However, we reserve the right to sue the customer at their general place of jurisdiction or to bring the matter before any other court that has jurisdiction under Regulation (EU) 1215/2012.
The relations between the contracting parties shall be governed exclusively by the laws of the Federal Republic of Germany; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. However, we are also entitled to sue the customer before any other court that has legal jurisdiction.

XII. Final provisions

Should any provision of this contract be or become invalid, this shall not affect the legal validity of the remaining provisions.
All our previous General Terms and Conditions for Deliveries and Services are hereby superseded.