General Terms and Conditions of Sale and Delivery

I. General: 1. These general terms and conditions of sale and delivery apply exclusively to all contracts, deliveries and other services concluded with us. They also apply to all future transactions. Terms and conditions of the buyer shall only apply if we expressly confirm them in writing.

2. Our general terms and conditions of sale and delivery apply only in business transactions.

3. Contracts between the buyer and us are concluded upon our written order confirmation or our immediate delivery of goods. Amendments or additions to the agreement require written confirmation by the seller to become effective. This also applies to ancillary agreements and assurances by our sales employees.

4. Protective devices are supplied only to the extent expressly agreed.
II. Conclusion of Contract and Delivery: 1. Our offers are non-binding. Technical descriptions and other information in offers, brochures and other documents are also initially non-binding.

2. We reserve ownership and copyright rights to illustrations, drawings, calculations and other documents. They may not be made accessible to third parties.

3. Information as defined in section 1 and in public statements made by us, the manufacturer or their assistants shall only become part of the service description if expressly referenced in this contract.

4. Delivery periods begin only after all execution details have been fully clarified. Compliance with agreed delivery periods requires the fulfillment of the buyer's contractual obligations.

5. In the production of custom-made products, excess or short quantities of 10% or at least 1 piece must be accepted.

6. If we culpably fail to meet delivery deadlines, the buyer must grant us a reasonable grace period of at least 14 days in writing. After this grace period expires, the buyer may withdraw from the contract.

7. If we ourselves are not supplied despite placing identical orders with reliable suppliers, we shall be released from our obligation to perform and may withdraw from the contract.

8. The scope of our delivery obligation results exclusively from this contract. Design, shape and color changes resulting from technical improvements or legal requirements remain reserved, provided the changes are not significant or otherwise unreasonable for the customer.

9. The seller is entitled to make partial deliveries within a reasonable scope.
III. Prices: 1. Prices apply ex warehouse Schwerte excluding packaging, freight costs and other ancillary costs; these will be charged at cost.

2. Packaging will not be taken back.

3. The applicable value-added tax will be charged separately in addition to the total price.
IV. Payment Terms: 1. The purchase price is due 8 days after the invoice date. Cash discounts are not permitted if purchase price claims from older due invoices remain unpaid. Deduction of a cash discount requires a special written agreement.

2. If the buyer defaults on payment obligations, if bills of exchange are protested, if attachments are made against them, or if their financial situation deteriorates significantly, the seller shall be obligated to make further deliveries only against advance payment. If the buyer is unable to make advance payment, we may withdraw from the contract after setting a deadline and threatening refusal. Furthermore, the seller is entitled to immediately withdraw all circulating acceptances, bills of exchange and checks; the resulting costs shall be borne by the buyer.

3. In case of default of payment, the seller is entitled to charge interest at a rate of 8% above the interest rate of the European Central Bank.

4. If the buyer unjustifiably withdraws from the contract, they are obligated to pay 30% of the gross sales price as lump-sum damages. The buyer remains free to prove that no damage occurred or that the damage was significantly lower. The seller reserves the right to claim higher damages upon appropriate proof. The buyer has the right of set-off or retention only with undisputed or legally established claims.
V. Transfer of Risk: 1. The risk passes to the buyer upon dispatch of the delivery by the seller. Unless otherwise agreed and confirmed by the seller, the supplier chooses the method of shipment without assuming liability.
VI. Retention of Title: 1. The seller retains ownership of the delivered item until the buyer has fulfilled all claims arising from the business relationship, in particular until any outstanding account balance has been settled. When checks are handed over, payment is considered completed only after proper clearance.

2. The buyer is entitled to resell the goods in the ordinary course of business. Other dispositions, in particular pledging or transfer by way of security, are not permitted. The buyer is obliged to resell the reserved goods only subject to retention of title, with the provision that the purchase price claim from the resale is assigned to us as follows: the buyer hereby assigns to us their claims from the resale of the reserved goods with all ancillary rights, regardless of whether the reserved goods are resold without or after processing. The buyer is prohibited from making agreements with their customer that could exclude or impair our rights. In particular, they may not enter into agreements that nullify or impair the advance assignment of claims to us. If the reserved goods are sold together with other goods not sold by us, the assignment of the claim shall apply in the amount of the value of these co-ownership shares. If the reserved goods are used by the buyer to fulfill a contract for work or delivery of work, the above conditions apply accordingly to the resulting claim.

3. The buyer remains authorized to collect the assigned claims even after assignment; however, we expressly reserve the right to revoke this authorization and collect the claim ourselves, particularly in the event of default in payment by the buyer. At our request, the buyer must disclose the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and notify the debtor of the assignment.

4. Processing or transformation of the reserved goods shall be carried out for us as manufacturer without obligating us. If the reserved goods are processed, combined or mixed with other goods by the buyer, we acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used.

5. If the value of the security granted to us exceeds the total claim against the buyer by more than 20%, we are obliged, at the buyer's request, to release securities of our choice to that extent.

6. Our retention of title is conditional in such a way that once all claims have been fully paid, ownership of the reserved goods automatically passes to the buyer and the assigned claims belong to the buyer.
VII. Complaints regarding incomplete or incorrect delivery: 1. Complaints regarding incomplete or incorrect delivery must be communicated to the seller immediately, but no later than 8 days after receipt of the delivery by the buyer, in written form. Notifications received later will not be considered.
VIII. Warranty, Disclaimer and Liability: 1. With regard to defects, the buyer is initially subject to the statutory obligation to inspect and notify defects pursuant to § 377 of the German Commercial Code (HGB).

2. The warranty period for our products is 12 months and begins with delivery.

3. The buyer cannot derive further rights from defects that do not or only insignificantly impair the value and usability of the goods for the use recognizable to us.

4. If the goods show a defect at the time of transfer of risk, we are entitled and obligated to subsequent performance. Subsequent performance shall be at our discretion either by repair or replacement delivery. The costs of subsequent performance, in particular transport, travel, labor and material costs, shall be borne by us. If these costs exceed 50% of the delivery value, we are entitled to refuse subsequent performance.

5. If subsequent performance fails, is not carried out within a reasonable period set by the buyer, or is refused, the buyer may, at their choice, withdraw from the contract or claim damages instead of performance. The right to price reduction is excluded. If the buyer withdraws from the contract, they are not entitled to damages for the defect at the same time. If the buyer claims damages, the goods remain with the customer as far as this is reasonable. Compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we caused the breach of contract fraudulently.

6. Unless otherwise stated below, further claims by the customer – regardless of legal grounds – are excluded. In particular, we are not liable for damages that did not occur to the delivered item itself, nor for lost profits or other financial losses of the customer.

7. The above limitation of liability does not apply in cases of personal injury or if the damage is caused by intent or gross negligence or falls under product liability law.

8. It also does not apply if the customer is entitled to claim damages for non-performance due to a guarantee or if we have breached a so-called essential contractual obligation (cardinal obligation). In this case, however, liability is limited to the foreseeable, typical contractual damage.
IX. Collection: 1. Representatives of the seller are not authorized to accept payments.
IX. Place of Performance, Jurisdiction and Applicable Law: 1. The place of performance for the obligations of both contracting parties is Schwerte.

2. The place of jurisdiction, insofar as permitted by § 38 of the German Code of Civil Procedure, is Schwerte. However, we are entitled in individual cases to file a lawsuit at the customer's place of business or before other courts with jurisdiction under domestic or foreign law.

3. All legal relationships between us and the buyer shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods of April 11, 1980.
X. Invalidity of Individual Contractual Provisions: 1. Should individual provisions of this contract be or become invalid, the validity of the contract as a whole shall remain unaffected. In such a case, the invalid provision shall be interpreted or supplemented in such a way that the economic purpose intended with the invalid provision is preserved.

sc@metal-technology.de