I. Scope

1. The following condi­tions of sale apply to all contracts between the customer and us, Reinert-Ritz GmbH, for the delivery of goods. They also apply to all future business relation­ships, even if they are not expressly agreed on again. Our condi­tions of sale apply exclu­sively. Differing, conflicting or supple­mentary condi­tions of the customer, which we do not expressly acknowledge, are only part of the contract if and insofar as we have expressly consented to their validity. This consent requirement always applies, even if we carry out the order without reser­vation in the knowledge of conflicting, supple­mentary or deviating condi­tions of the customer.

2. All the agree­ments made between the customer and us for the execution of contracts are put into writing in the contracts. If contracts are written both in German and a foreign language, then the German language version prevails in case of dispute.

3. These condi­tions of sale only apply if the customer is an entre­preneur (§ 14 German Civil Code), a corporate body under public law or a public special fund.

II. Offer/contract formation/consultation

1. An order by the customer is deemed a binding offer to conclude a contract. Unless stated otherwise in the order, we may accept this offer in writing within two weeks (e.g. by sending an order confir­mation) or by sending the products ordered.

2. Our offers are non-binding and subject to confir­mation. Samples and specimens are non-binding indica­tions. All verbal and written infor­mation on possible appli­ca­tions and the suitability of our goods are made to the best of our knowledge. However, they are only based on our experience and do not regularly count as guaranteed. They do not justify any claims against us. In particular, the customer is not released from the requirement to check the suitability of the goods for the purpose intended by him.

III. Condi­tions of payment

1. Unless agreed otherwise in the individual case, our prices apply as valid at the time of the conclusion of contract, ex works without packaging. Our prices do not include the statutory VAT. This is shown separately on the invoice in the statutory amount on the day of invoicing.

2. In case of a rise in the cost factors decisive for the price formation (in particular prices for production materials, operating materials, wages and freight), on which we have no influence and for which we are not respon­sible, we are entitled to increase the origi­nally agreed price accord­ingly. In the case of such an increase in the price, the customer is entitled to withdraw from the contract within fourteen (14) days of becoming aware of the price increase.

3. The invoice amount is due for payment net (without deduc­tions) immedi­ately after invoicing and delivery of the goods, provided no other payment term is stated in the order confir­mation. For existing business relations, we grant a 2% discount deduction for payments within 10 days from the invoice date. Otherwise, discount deduction is only permitted given a special written agreement between us and the customer. Payment is only deemed to have been made once we are able to dispose of the amount.

4. If the customer defaults on payment, subject to the assertion of further rights, we reserve the right to claim default interest for the period of default in line with the applicable statutory default interest. Our entitlement to claim the commercial maturity interest (§ 353 German Commercial Code) from merchants remains unaffected.

5. The customer’s option to set off claims for defects if defective goods are delivered, and other claims from the same contractual relationship, against our purchase price claim is not limited by these condi­tions of sale. However, the customer can only offset claims from other legal relation­ships against our purchase price claim if his claims are undis­puted, if they have been accepted by us or if they have been legally estab­lished. As the buyer, the customer may only exercise a right of retention if his counter­claim is based on the same purchase contract.

6. We reserve the right to demand payment securities and/or advance payments.

7. If the customer is in default of payment or justified doubts about his solvency arise, we are entitled to make all claims against him due and/or to withhold any outstanding deliv­eries in whole or in part or to withdraw entirely from the existing contracts in accor­dance with the statutory provi­sions.

IV. Delivery and perfor­mance time

1. The delivery times stated in our order confir­mation apply. Other delivery dates or periods that have not been expressly agreed as binding, are only non-binding infor­mation that we endeavour to comply with. A delivery time specified by us does not start until the technical issues have been clarified, in particular all the documents required for the execution of the order as well as any advance payment have been received. Likewise, the customer is to fulfil all the oblig­a­tions incumbent on him properly and in due time.

2. The start of our delay in delivery is deter­mined by the legal regula­tions. However, a reminder by the customer is always required. Our delivery has been completed on time if the goods have left our factory or warehouse or, as agreed, that of our supplier, before the expiry of the agreed period.

3. We are not liable for delays in delivery and perfor­mance due to circum­stances beyond our control, which not only temporarily make the delivery consid­erably more difficult or impos­sible, e.g. strikes, lockouts, official orders, shortages of energy or raw materials, war, unrest, fire, floods and other natural phenomena, etc., also if they affect our suppliers, even in case of bindingly agreed times and dates. They entitle us to postpone the delivery or perfor­mance by the duration of the hindrance plus a reasonable grace period or to withdraw from the contract in whole or in part with respect to the part of the contract which is not yet fulfilled. Claims for damages by the customer are excluded in this case. If the delivery or perfor­mance is delayed by more than two months, subject to the exclusion of all further claims, the customer is entitled to withdraw fully or partly from the part of the contract not yet fulfilled due to the delay.

4. If we are in default of delivery, the customer can demand liqui­dated damages for his damage caused by default. In case of default of delivery for which we are liable, the liqui­dated damages for each full week of default amount to 3 % of the net price of the goods (delivery value), but not more than 15% of the delivery value in the aggregate.

5. Any further liability for a default of delivery for which we are liable is excluded. The further statutory claims and rights of the customer, which he is entitled to alongside the claim for damages due to a default of delivery for which we are liable, are not affected.

6. We are entitled to carry out partial deliv­eries and partial perfor­mances at any time, provided this is reasonable for the customer.

7. If the customer is in default of accep­tance, we are entitled to demand compen­sation for the resulting damage and any additional expenses. The same applies if the customer culpably violates his duties to cooperate. On commencement of the default of accep­tance or debtor’s delay, the risk of accidental deteri­o­ration and accidental loss passes to the customer.

V. Transfer of risk/dispatch/packaging

1. Our delivery is ex works/warehouse (Nordhorn/Germany), which is also the place of perfor­mance. At the request and expense of the customer, the goods are dispatched to another desti­nation (sale by dispatch). Unless otherwise agreed, we are entitled to determine the method of dispatch (in particular transport company and packaging) and the dispatch route ourselves. We make every effort to take the wishes and interests of the customer into account with regard to the dispatch method and dispatch route; any additional costs thus incurred – also if freight delivery is agreed – are borne by the customer. Goods notified as ready for dispatch have to be called off by the customer without delay.

2. The risk of accidental loss and accidental deteri­o­ration of the goods passes to the buyer on transfer of risk at the latest. However, in case of sale by dispatch, the risk of accidental loss and accidental deteri­o­ration of the goods as well as the risk of delay are already trans­ferred when the goods are handed over to the forwarder, the carrier or other person or insti­tution respon­sible for carrying out the delivery. Insofar as accep­tance is agreed, this is decisive for the transfer of risk. The customer is obliged to check the goods immedi­ately after delivery for completeness, visible damage and any defects, and to report any losses, defects or damage to us without undue delay.

3. We do not take back transport packaging and all other packaging in accor­dance with the packaging regulation. Pallets, lattice boxes and other reusable packaging is to be returned to us. The customer is to dispose of the packaging at his own expense.

4. If the dispatch or call off of goods which are ready for dispatch is delayed at the request or through the fault of the customer, we store the goods at the expense and risk of the customer. In this case, advice of readiness to dispatch is equiv­alent to dispatch.

5. The dispatch of goods is not insured unless expressly agreed otherwise. At the request and expense of the customer, we insure the delivery through transport insurance.

VI. Defect claims/warranty/liability

1. Claims due to obvious defects, wrong delivery or consid­erable quantity devia­tions are to be reported to us in writing immedi­ately, at the latest fourteen days after delivery of the goods. Hidden defects are to be reported in writing immedi­ately after their discovery. If the customer fails to properly inspect and/or give notifi­cation of defects, our liability for the defect that is not notified, not notified in time or improperly, is excluded in accor­dance with the statutory provi­sions.

2. We are only liable for advice on processing and/or possible appli­ca­tions of our products in case of express written agreement.

3. If the goods delivered are defective, we can initially choose whether we provide subse­quent perfor­mance by remedying the defect (subse­quent improvement) or by deliv­ering a defect-free item (replacement). Our right to refuse subse­quent perfor­mance in line with the statutory condi­tions remains unaffected. The customer is to grant us a reasonable period for subse­quent perfor­mance. We are entitled to make the subse­quent perfor­mance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain part of the purchase price which is appro­priate in relation to the defect. In case of remedying of the defect, we bear the necessary expenses. In case of replacement delivery, the customer is to return the defective item in accor­dance with the statutory provi­sions. The subse­quent perfor­mance does not include the deinstal­lation of the defective item or the reinstal­lation if we were not origi­nally obliged to install it.

4. If the subse­quent perfor­mance fails, the customer may, at his discretion, demand a decrease in the price (reduction) or declare his withdrawal from the contract. In case of a minor defect, however, there is no right of withdrawal. The subse­quent improvement is deemed to have failed on the second unsuc­cessful attempt unless, based on the subject matter of the contract, further attempts at subse­quent improvement are appro­priate and reasonable for the customer.

5. Also in case of defects, claims of the customer for damages or compen­sation for futile expenses are only accepted in accor­dance with section VII (Liability) and are otherwise excluded.

6. The customer’s warranty claims for material and legal defects expire one (1) year after delivery. Insofar as accep­tance has been agreed, the period of limitation begins with the accep­tance. However, if the goods constitute a construction or an item which, in accor­dance with its usual purpose, is used for a construction, and has caused it to be defective (building material), in accor­dance with the statutory provi­sions, the limitation period is 5 years from the date of delivery (§ 438 para. 1 no. 2 German Civil Code). Further special statutory regula­tions on the statute of limita­tions also remain unaffected (esp. § 438 para. 1 no. 1, para. 3, §§ 444, 479 German Civil Code). The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the customer which are based on a defect of the goods, unless the appli­cation of the normal statutory limitation period (§§ 195, 199 German Civil Code) would lead to a shorter limitation period in individual cases. However, claims for damages by the customer in accor­dance with section VII para. 2 sentence 1 and sentence 2(a) and the Product Liability Act only expire after the statutory limitation periods.

7. According to the legal regula­tions, we are obliged to take back the new goods or to decrease (reduction) the purchase price, also without the setting of an additional period of grace as otherwise required, if the customer’s purchaser, as the consumer of the new movable property (sale of consumer goods) sold would be able to demand the return of these goods or a decrease (reduction) in the purchase price from the customer due to the defect of the goods or a recourse claim is made against the customer on the same basis. We are furthermore obliged to reimburse any expenses of the customer, in particular transport, travel, labour and material costs, which he had to bear in relation to the end user in the context of the subse­quent perfor­mance due to a defect of the goods which existed on transfer of risk from us to the customer. The claim is excluded if the customer has not duly fulfilled his duties of exami­nation and notifi­cation of defects in accor­dance with § 377 German Commercial Code.

8. The oblig­ation under section VI no. 5 is excluded if it concerns a defect based on adver­tising state­ments or other contractual arrange­ments which do not originate from us, or if the customer has given the end user a special guarantee. The oblig­ation is also excluded if the customer was not obliged by the statutory provi­sions to fulfil the warranty rights of the end user himself, or if he failed to make this objection to a claim asserted against him. This also applies if the customer has provided the end user with warranties which go beyond the legal require­ments.

VII. Liability

1. Provided these condi­tions of sale, including the following provi­sions, do not specify otherwise, in case of a breach of contractual and non-contractual oblig­a­tions, we are liable in accor­dance with the statutory provi­sions.

2. We are liable for damage — for whatever legal reason — in the context of fault-based liability in cases of intent and gross negli­gence. In case of ordinary negli­gence, we are only liable subject to a milder standard of liability according to legal regula­tions (e.g. for care in our own affairs)
a) for damage resulting from injury to life, limb or health,
b) for damage resulting from the signif­icant violation of a material contractual oblig­ation (an oblig­ation which is essential for the proper execution of the contract and on the compliance of which the contractual partner regularly relies and can rely on); in this case, however, our liability is limited to compen­sation for the foreseeable damage typically occurring.

3. The liability limita­tions resulting from para. 2 also apply in case of breaches of duty by, or in favour of, persons whose culpa­bility we are respon­sible for according to the legal regula­tions. They do not apply if we fraud­u­lently conceal a defect or have taken on a guarantee for the quality of the goods and for claims of the buyer under the Product Liability Act.

4. The customer can only withdraw or cancel due to a breach of duty that does not relate to a defect if we are respon­sible for the breach of duty. A free right of cancel­lation on the part of the customer (in particular acc. §§ 651, 649 German Civil Code) is excluded. In all other regards, the legal require­ments and legal conse­quences apply.

VIII. Indus­trial property rights and copyrights

1. We reserve our rights of ownership, copyrights and other property rights to all illus­tra­tions, calcu­la­tions, drawings and other documents. The customer may only pass these on to third parties with our written consent, irrespective of whether we have labelled these as confi­dential.

2. If we have to deliver according to drawings, models, samples or based on parts provided by the customer, the customer guarantees that this does not violate the rights of third parties. The customer indem­nifies us from the claims of third parties and is to reimburse us for any compen­sation of damages incurred. If one of the contracting parties is forbidden to manufacture or deliver by a third party on the basis of a property right owned by him, we are entitled – without reviewing the legal situation – to cease work until the legal situation is clarified by the customer and the third party. If, due to the delay, the contin­u­ation of the order is no longer reasonable for us, we are entitled to declare our withdrawal from the contract. In this case, the provision in section IV no. 3 applies accord­ingly.

3. All rights of ownership, copyrights and other property rights to all models, forms, tools, devices, designs and drawings designed by us or by third parties on our behalf remain in our possession unless expressly otherwise agreed in writing. This also applies if the customer pays corre­sponding portions of the costs.

IX. Retention of title

1. The goods delivered (reserved goods) remain our property until all claims, including all current account balance claims, which we hold against the customer now or in the future are fulfilled. If the customer behaves in violation of the contract, e.g. default of payment, we have the right to take back the reserved goods after setting a reasonable period of grace. If we take back the reserved goods, this does not, at the same time, constitute a withdrawal from the contract. Instead, we are entitled to only demand the return of the goods and to reserve the right of withdrawal. After deducting an appro­priate amount for the exploitation costs, the proceeds of the sale are to be offset against the amounts owed to us by the customer.

2. The customer is to treat the reserved goods with care and insure them at his own expense against damage caused by fire, water and theft at their replacement value. Mainte­nance and inspection work that becomes necessary is to be carried out by the customer in good time at his own expense.

3. The customer is entitled to sell and/or use the reserved goods in the ordinary course of business, provided he is not in default of payment. Pledges or assignment as security are not permis­sible. The customer hereby assigns the claims arising from the resale or another legal reason (insurance, tort) with respect to the reserved goods (including all current account balance claims) to us in full by way of security. We accept the assignment. We revocably authorise the customer to collect the claims assigned to us for his account in his own name. The collection autho­ri­sation can be revoked at any time if the customer does not duly meet his payment oblig­a­tions. The customer is also not autho­rised to assign this claim by means of factoring for the purpose of collecting debts, unless the factor is, at the same time, obliged to effect payment directly to us at the amount of the debts for as long as we still hold claims against the customer.

4. Any processing or trans­for­mation of the reserved goods by the customer is carried out on our behalf. If the reserved goods are processed with other items which do not belong to us, we acquire the co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including value added tax) to the other processed items at the time of processing. The same applies to the new item created by processing as to the reserved goods. If the reserved good are inextri­cably mixed with other items which do not belong to us, we acquire the co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount including value added tax) to the other mixed items at the time of mixing. If, as a result of the mixing, the customer’s item is to be seen as the main item, the customer and we agree that the customer assigns us propor­tionate co-ownership of this item. We hereby accept the assignment. Our sole or co-ownership of an item thus generated is secured for us by the customer.

5. If third parties have access to the reserved goods, especially through seizures, the customer is to refer to our rights of ownership and notify us without delay so that we can enforce our rights of ownership. If the third party is not in a position to reimburse us for any judicial or extra­ju­dicial costs incurred in this context, the customer is liable for this.

6. We are obliged to release the securities provided to us to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10 %. The selection of the securities to be released is at our discretion.

X. Place of performance/jurisdiction/applicable law/severability clause

1. The place of perfor­mance and juris­diction for deliv­eries and payments (including settlement actions based on documentary evidence and actions on cheques and bills of exchange) and all disputes arising between us and the customer with regard to the purchase contracts concluded between us and the customer is our regis­tered office (Nordhorn/Germany). We are, however, also entitled to sue the customer at his place of residence and/or business.

2. The relations between the contracting parties are governed exclu­sively by the law of the Federal Republic of Germany to the exclusion of inter­na­tional private law (Intro­ductory Act to the German Civil Code). The appli­cation of the CISG is excluded. To the extent that the choice of law in favour of the law of the Federal Republic of Germany is inadmis­sible or ineffective here, the prereq­ui­sites and effects of the retention of title in accor­dance with section IX are subject to the law at the respective storage location of the reserved goods.

3. If a provision of these terms of payment and delivery or in the context of other agree­ments be or become wholly or partially invalid or unenforceable, this does not affect the validity of all the other provi­sions or agree­ments.

4. The headings for the individual provi­sions of these terms of payment and delivery are for conve­nience only and have no independent regulatory content and no legal signif­i­cance.

5. The data of the customer relating to the business trans­ac­tions with him is processed in accor­dance with the Federal Data Protection Act.

Valid: 14th February, 2018