Conditions

Sales, delivery and payment conditions of Edelstahlwerk W. Ossenberg & Cie. GmbH

§ 1 – General – Scope

Our sales, delivery and payment conditions apply exclusively; We do not recognize any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our conditions of sale also apply if we carry out the delivery to the purchaser without reservation despite being aware of the purchaser's conditions that conflict with or deviate from our conditions of sale.

1. Our sales, delivery and payment conditions apply exclusively; We do not recognize any terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our conditions of sale also apply if we carry out the delivery to the purchaser without reservation despite being aware of the purchaser's conditions that conflict with or deviate from our conditions of sale.

2. All agreements made between us and the customer for the purpose of executing this contract must 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.

§ 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 to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This applies in particular to written documents that are designated as “confidential”; Before passing them on to third parties, the purchaser requires 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 – Terms of payment

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 the order confirmation states otherwise, the purchase price is due upon receipt of the invoice. The legal rules regarding the consequences of late payment apply. In particular, the customer will be in default even without a reminder if he does not pay within 30 days of our invoice being due.

3. The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. The purchaser is only entitled to a right of retention under the stated conditions.

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, permits, releases to be obtained by the customer have been provided and before an agreed deposit has been received.

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 agreed “ex works”. The risk of accidental loss or accidental deterioration passes to the customer upon dispatch even if we have borne the shipping costs or other additional services or a 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 customer's claims for defects require that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with Sections 377 and 378 of the German Commercial Code (HGB).

2. If there is a defect in the purchased item for which we are responsible, we are entitled, at our discretion, to remedy the defect or to deliver a replacement. In the event of remedying the defect, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor and material costs, unless these are increased by the fact that the purchased item was brought 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 purchaser's claims for defects are time-barred in accordance with Section 7 Paragraph 3 ff.

§ 7 – Joint liability/limitation period

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

2. We are liable in accordance with the statutory provisions if the customer asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of intentional or grossly negligent breach of contract, liability for damages is limited to 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. If the customer is entitled to compensation for damage instead of performance, our liability is also limited within the scope of Section 8 Paragraph 3 to compensation for foreseeable, typically occurring damage.

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 delivery recourse according to §§ 478, 479 BGB;
– for the defects in buildings/building materials mentioned in Sections 438 Para. 1 No. 2, 634 a Para. 1 No. 2 BGB
– for damages resulting from injury to life, body or health;
– in cases of intent or fraud or gross negligence by us, our legal representatives or vicarious agents;
– for the purchaser's right to withdraw from the contract in the event of a breach of duty for which we are responsible and not due to a defect in the purchased item or the work;
– for claims under a guarantee.

§ 8 – Securing retention of title

1. We reserve ownership of the purchased item until all payments from the business relationship with the customer have been received. If the purchaser behaves in violation of the contract, particularly in the event of late payment, we are entitled to take back the purchased item. The taking back of the purchased item by us does not constitute a withdrawal from the contract, unless we have expressly stated this in writing. In
The seizure of the purchased item by us always constitutes a withdrawal from the contract. After taking back the purchased item, we are authorized to sell it; the proceeds from the sale are to be offset against the purchaser's liabilities, less appropriate costs of realization.

2. The purchaser is obliged to treat the purchased item with care; In particular, he is obliged to adequately insure them against fire, water and theft damage at their new value at his own expense. If maintenance and inspection work is necessary, the purchaser must carry this out in a timely manner at his own expense.

3. In the event of seizures or other interventions by third parties, the purchaser must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 ZPO. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the purchaser is liable for the loss incurred by us.

4. The purchaser is entitled to resell the purchased item in the ordinary course of business; However, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) that arise from the resale against his customers or third parties, regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim itself remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds collected, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or composition proceedings or payments have been suspended. However, if this is the case, we can demand that the customer inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment.

5. The processing or transformation of the purchased item by the purchaser is always carried out on our behalf. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. The same applies to the item resulting from processing as to the purchased item delivered under reservation.

6. If the purchased item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. If the mixing occurs in such a way that the purchaser's item is to be viewed as the main item, it is agreed that the purchaser transfers proportional co-ownership to us. The purchaser stores 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 – Special conditions for contract work

1. Unless otherwise stated below, these terms and conditions of sale also apply to contract work. If we do not issue an order confirmation in an individual case, we would still refer you to the general terms and conditions of sales, delivery and payment, in particular Section 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 his goods insured for their full value. The purchaser is advised that the goods we accept for processing are stored on our premises, which are secured by fences and gates, but are otherwise openly accessible. We do not provide any further protection against theft - for example by placing the goods in locked rooms. In the event of damage or other detrimental changes to the material during processing by us or during storage with us or during unloading or loading and transport in our company for which we are responsible, we are liable for a maximum of the amount charged by the client for processing the damaged material wages owed for materials.

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 purchaser is obliged to inform us of any material defects (e.g. weld seams, cracks, edges, etc.) no later than upon delivery of the material to be processed. Otherwise, he is liable for any damage that we incur when processing his material as a result of material defects, in particular also for downtimes (machine maintenance costs and personnel costs). Our obligation to inspect the materials to be processed is limited to obvious material defects that are easily recognizable from the outside.

6. We acquire a legal lien on the material that the customer makes available to us for processing or processing and that comes into our direct or indirect possession. This lien applies to all claims that we have against the customer. The lien also extends to future or conditional claims and expires as soon as the material leaves our direct or indirect possession at our will. The statutory regulations apply to the utilization of the deposit.

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

1. The law of the Federal Republic of Germany applies, excluding the United Nations Convention of April 11, 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 sales, delivery and payment conditions are hereby canceled.
Note according to § 33 BDSG: The customer's data is processed electronically.

Issue 6/2006