Conditions

Sales, delivery and payment terms issued by the company Edelstahlwerk W. Ossenberg & Cie. GmbH

Section 1 – General provisions – Scope of application

Our sales, delivery and payment terms apply exclusively; we do not accept any conditions of the customer that contradict or deviate from our sales terms, unless we have expressly agreed in writing that they are valid. Our sales terms also apply if we unconditionally perform the delivery to the customer despite any conflicting or deviating conditions of the customer.

1. Our terms of sale, delivery and payment are exclusively applicable; we do not accept any conditions of the customer that contradict or deviate from our terms of sale, unless we have expressly agreed in writing to their validity. Our terms of sale also apply if we unconditionally perform the delivery to the customer despite any conditions of the customer that contradict or deviate from our terms of sale.

2. All agreements that are made between us and the customer to execute this contract shall be recorded in writing in this contract.

3. Our sales conditions only apply to companies within the meaning of Section 310 Paragraph 1 BGB.

4. Our sales conditions also apply to all future transactions with the customer.

5. We are entitled to assign the claims arising from our business relationship. Any opposing assignment prohibition is hereby expressly contradicted.

Section 2 – Offer – Offer documents

1. If the order qualifies as an offer in accordance with Section 145 of the German Civil Code (BGB), we can accept this within 2 weeks.

2. We reserve ownership and copyright for illustrations, drawings, calculations and other documents; they may not be made available to third parties. This applies in particular to such written documents that are designated as “confidential”; before being passed on to third parties, the customer must obtain our express written consent.

3. Tools always remain our property, even if they have been paid for in whole or in part by the customer. We are also not obliged to release tools to the customer. In the event of contractual disruptions (e.g. destruction of the tool), the customer may only be entitled to financial compensation in terms of his share of the costs if this has been agreed accordingly. Any further claims of the purchaser beyond pure tool damage remain unaffected.

§ 3 – Prices – Payment terms

1. Statutory VAT is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.

2. Unless otherwise stated in the order confirmation, the purchase price shall become due upon receipt of the invoice. The statutory rules regarding the consequences of late payment apply. In particular, the customer is also in default without a reminder if they do not pay within 30 days after the due date of our invoice. In the event of default with more than one obligation, all claims against the customer shall become immediately due for payment.

3. The buyer is only entitled to set-off rights if his counterclaims have been legally established, uncontested or acknowledged by us.
Only under the aforementioned conditions does the buyer also have the right to withhold payment.

4. We are entitled to security for our claims that is customary in terms of type and scope, even if they are conditional and limited in time.

§ 4 – Delivery time – Delay in delivery – Force majeure

1. The delivery period begins with the dispatch of the order confirmation, but not before all technical questions have been clarified, in particular before the documents, approvals, clearances and an agreed deposit have been submitted by the customer.

2. Correct and timely self-delivery remains reserved.

3. In cases of force majeure and other other impediments to performance that we could not foresee and are not responsible for - including labor disputes, shortages of raw materials, operational disruptions, disruptions to the energy supply, force majeure, transport obstacles, official measures - including those of our upstream suppliers - we are entitled to do so to postpone delivery for the duration of the impediment to performance. We will inform the purchaser immediately about the unavailability of the delivery item and, in the event of withdrawal, reimburse the purchaser the corresponding consideration immediately.

4. If we are in default or if our obligation to perform is excluded due to impossibility in accordance with Section 275 Paragraph 1 of the German Civil Code (BGB), or if we are able to refuse performance in accordance with Section 275 Paragraphs 2 and 3 of the German Civil Code (BGB), we are only liable in accordance with Section 7 of these Terms and Conditions of Sale. In addition, in cases of simple negligence, a flat-rate limitation of liability applies to 0.5 % per week of delay, but a maximum of no more than 5 % of the value of that part of the delivery that cannot be used or cannot be used in accordance with the contract as a result of the delay.

5. If the customer defaults on acceptance or violates other obligations to cooperate, we are entitled to claim the damages we incur, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the purchaser at the point in time at which the purchaser defaults on acceptance.

§ 5 – Transfer of risk – Packaging costs

1. Unless otherwise stated in the order confirmation, delivery is “ex works”. The risk of accidental destruction or deterioration also passes to the customer upon dispatch, even if we have covered the shipping costs or other additional services or if partial delivery is made.

2. Transport and all other packaging will not be taken back, unless otherwise stated by law. The purchaser is obliged to ensure that the packaging is disposed of at his own expense.

3. If the customer requests it, we will cover the delivery with transport insurance; The customer bears the costs incurred in this regard.

§ 6 – Claims for defects

1. The buyer’s claims for defects require that the buyer has duly fulfilled its obligations to conduct an investigation and to make a complaint pursuant to §§ 377, 378 of the German Commercial Code (HGB).

2. To the extent that a defect in the purchased item for which we are liable exists, we are entitled, at our discretion, to remedy the defect or to provide a replacement delivery. In the case of defect rectification, we are obliged to bear all expenses necessary for the rectification of the defect, in particular transport, travel, labor, and material costs, insofar as these do not increase as a result of the purchased item being transported to a location other than the place of performance.

3. If we are unwilling or unable to remedy the defect/replacement delivery, in particular if this is delayed beyond reasonable deadlines for reasons for which we are responsible, or if the remedy for the defect/replacement delivery fails in any other way, the purchaser may be entitled to the following: other statutory claims for defects (withdrawal, reduction, self-repair, compensation or reimbursement of wasted expenses). Claims for damages only exist in accordance with the following regulation on joint liability in these conditions.

4. The buyer’s claims for defects shall be time-barred in accordance with § 7, paragraph 3*.

Section 7 – General liability/ statute of limitations

1. We are liable for damages exclusively in accordance with the following regulations:

2. We are liable in accordance with the statutory provisions, provided that the customer asserts claims for damages based on intent or gross negligence, including the intent or gross negligence of our representatives or vicarious agents. To the extent that we are not held liable for intentional or grossly negligent breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.

3. We are liable in accordance with the statutory provisions if we culpably violate an essential contractual obligation; In this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.

4. To the extent that the customer is entitled to compensation for damages instead of the performance, our liability is also limited to the reimbursement of the foreseeable, typically occurring damage within the framework of § 8, paragraph 3.

5. Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act and liability under a guarantee.

6. The above limitations of liability also apply if the customer demands reimbursement of useless expenses instead of a claim for compensation for damages.

7. If liability for damages towards us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, employees, employees, representatives and vicarious agents.

8. The limitation period for claims for defects is 12 months from the start of the statutory limitation period.

9. A rejection period of 18 months applies to the limitation period for other claims of the customer that are not subject to the limitation period for claims for defects. It begins with knowledge of the damage and the person who caused the damage.

10. The statutory limitation periods remain unaffected by the above regulations in the following cases:

– in the event of a failure to deliver pursuant to §§ 478, 479 BGB;

– for the defects in construction works/structures mentioned in §§ 438(1), No. 2, 634(a), No. 1, No. 2 of the German Civil Code

– for damages resulting from the injury to life, body or health;

– in cases of intent or malice or gross negligence on our part, our legal representatives or agents;

– for the right of the purchaser to terminate the contract in the event of a breach of an obligation that exists with us and that is not due to a defect in the purchased item or the work;

– for claims under a warranty.

Section 8 – Security of title

1. We retain ownership of the purchased item until all payments from the business relationship with the customer have been received. In the event of the customer’s breach of contract, particularly in the event of late payment, we are entitled to reclaim the purchased item. The withdrawal of ownership of the purchased item by us does not constitute a withdrawal from the contract, unless we have expressly stated this in writing. The attachment of the purchased item by us always constitutes a withdrawal from the contract. Upon withdrawal of the purchased item, we are entitled to its disposal; the proceeds from the disposal are to be applied to the customer’s liabilities, less reasonable disposal costs.

2. The customer is obliged to treat the purchased item with care; in particular, he is obliged to adequately insure it against fire, water, and theft damage at his own expense. If maintenance and inspection work is necessary, the customer must perform it in a timely manner at his own expense.

3. In the event of garnishment or other interference by a third party, the customer must immediately notify us in writing, so that we can file a lawsuit in accordance with § 771 ZPO. If the third party is unable to reimburse us for the legal and out-of-court costs of a lawsuit pursuant to § 771 ZPO, the customer shall be liable for the resulting loss incurred by us.

4. The purchaser is revocably entitled to continue selling the purchased item in the ordinary course of business; however, he hereby assigns to us all claims amounting to the invoice amount (including VAT) that he may incur from the resale to his customers or third parties, regardless of whether the purchased item has been resold without or after processing. The purchaser remains authorized to collect this claim even after the assignment. If there is a current account relationship between the purchaser and us under Section 355 of the German Commercial Code (HGB), the advance assignment also applies to the recognized balance. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfills his payment obligations from the proceeds obtained, is not in default in payment, and in particular has not filed for insolvency proceedings or a settlement agreement, or has a payment default. However, if this is the case, we may require the customer to disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.

5. The processing or transformation of the purchased item by the purchaser is always carried out for us. If the purchased item is processed or combined with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the purchased item relative to the other processed items at the time of processing. The same applies to the item resulting from the processing, in addition to the purchased item delivered subject to retention of title.

6. If the purchased item is inextricably mixed with other items that do not belong to us, we acquire co-ownership of the new item in proportion to the value of the purchased item relative to the other mixed items at the time of mixing. If the mixing occurs in such a way that the buyer’s item is considered the main item, it is agreed that the buyer transfers co-ownership to us in proportion. The buyer keeps the resulting sole ownership or co-ownership for us.

7. The purchaser also assigns to us the claims to secure our claims against him, which arise from the connection of the purchased item with a property against a third party.

8. We undertake to release the securities to which we are entitled at the purchaser's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10 %; We are responsible for selecting the securities to be released.

9. No withdrawal from the contract is required to enforce the retention of title clause, unless the purchaser is a consumer.

§ 9 – Special conditions for wage work

1. Unless otherwise stated below, these terms of sale also apply to freelance work. If we do not require a contract confirmation in individual cases, we nevertheless refer to the general terms of sale, delivery and payment, in particular § 1, paragraph 4.

2. The payment for work is generally due 10 days after the processed goods have been made available for acceptance. Once this period expires, the purchaser is in default without a reminder.

3. The customer must keep their goods fully insured at their own expense. The customer is reminded that the goods accepted by us for processing are stored on our secured premises, which are otherwise accessible via fences and gates. Any further protection against theft – such as by placing the goods in locked rooms – is not provided by us. In the event of damage or other adverse changes to the materials during processing by us or during storage with us, or during unloading or loading by us or on our behalf, and transport within our company, we shall only be liable up to the amount of the wage owed by the customer for the processing of the damaged material.

4. The customer is obliged to inspect the goods processed by us immediately after they have been taken over or handed over to third parties in accordance with the instructions in accordance with Sections 377 and 378 of the German Commercial Code (HGB) and to report any defects immediately.

5. The customer is obliged to notify us of any material defects (for example, welding seams, cracks, edges, etc.) upon delivery of the material to be processed. Otherwise, he is liable for such damages that arise to us during the processing of his material due to material defects, in particular for downtime (pre-processing costs of the machine and personnel costs). Our obligations regarding the examination of the materials to be processed are limited to externally readily apparent material defects.

6. We acquire a contractual lien on the material that the customer provides us for processing or for our immediate or indirect possession. This lien applies to all claims that we have against the customer. The lien also extends to future or contingent claims and expires as soon as the material has been removed from our immediate or indirect possession at our discretion. The statutory regulations apply to the disposal of the lien.

§ 10 – Applicable law – Place of jurisdiction – Place of performance

1. The law of the Federal Republic of Germany applies, to the exclusion of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods.

2. Unless our order confirmation states otherwise, the place of performance is Altena.

3. Place of jurisdiction is Altena. We are also entitled to sue the customer at his place of residence.

§ 11 – Final provisions

1. If any of the above conditions are or become ineffective, this will not affect the effectiveness of the remaining provisions. The ineffective provisions should be replaced by provisions that come closest to the economic purpose of the contract while safeguarding the interests of both parties.

2. All our previous terms of sale, delivery and payment are hereby superseded. Note in accordance with § 33 BDSG: Data of the customer are processed electronically.

Issue 11/2026