General conditions of sale and delivery

§ 1 Scope, Form

 (1) These General Terms and Conditions of Sale and Delivery (GTCS) shall apply to all business relations with our customers, provided that they are entrepreneurs (§ 14 BGB), a legal entity under public law or a special fund under public law ("Buyer").

 (2) Our deliveries, services and offers are made exclusively on the basis of these GTCS. They are an integral part of all contracts which we conclude with purchasers for the deliveries or services offered by us. The GCS apply in particular to contracts for the sale and/or delivery of movable goods ("goods") irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GCS apply in the version valid at the time of the Buyer's order or, in any case, in the version last communicated to the Buyer in text form. They shall also apply to all our future deliveries, services or offers to the buyer, even if they are not separately agreed again and without us having to refer to them again in each individual case.

(3) Our GTCS shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the buyer without reservation in the knowledge of the buyer's general terms and conditions. If we refer to a letter that contains or refers to the terms and conditions of the buyer or a third party, this shall expressly not be deemed to constitute consent to the validity of these terms and conditions of the buyer or the third party.

 (4) Individual agreements made with the Buyer in individual cases (including ancillary agreements, supplements and amendments) shall in any case take precedence over these GTCS. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

 (5) Legally relevant declarations and notifications by the buyer with regard to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Legal formal requirements and further proof, in particular in case of doubts about the legitimacy of the declarant, remain unaffected.

 (6) References to the applicability of statutory provisions shall only have clarifying significance. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

 

§ 2 Offer and conclusion of contract

 (1) Our offers are subject to change and non-binding unless they are expressly marked as binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form.

 (2) The order of the goods by the buyer shall be deemed a binding offer of contract. Unless otherwise stated in the order, we shall be entitled to accept this offer of contract within 4 weeks of its receipt by us.

 (3) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer.

 (4) The legal relationship between us and the Buyer shall be governed solely by the written contract including our GCS. The contract fully reflects all agreements between the contracting parties on the subject matter of the contract. Verbal promises on our part prior to conclusion of the contract are not legally binding. Oral agreements between the contracting parties prior to the conclusion of the contract shall be replaced by the written contract unless it is expressly stated in them that they shall continue to be binding.

 (5) Supplements and amendments to the agreements made, including the GTCS, must be in writing in order to be effective. With the exception of managing directors or authorised signatories, our employees are not entitled to make verbal agreements that deviate from the written agreement. Transmission by telecommunication, in particular by telefax or by e-mail, shall be sufficient to comply with the written form, provided that a copy of the signed declaration is transmitted.

 (6) Unless expressly agreed otherwise in writing, our information on the object of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximate. They are not guaranteed quality features, but descriptions or identifications of the delivery or service. Deviations customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components with equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose.

 (7) We reserve the ownership and/or copyright of all offers and cost estimates submitted by us as well as drawings, illustrations, calculations, brochures, catalogues, models, tools and other documents and auxiliary means made available to the buyer. The buyer may not make these items available to third parties, either as such or in terms of content, disclose them, use them himself or through third parties or reproduce them without our express consent. At our request, he shall return these items to us in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. The storage of electronically provided data for the purpose of usual data backup is excluded from this.

 

 

§ 3 Delivery period and delay in delivery

 (1) Deadlines and dates for deliveries and services promised by us are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. Transactions for delivery by a fixed date must be expressly designated as such.

 (2) Delivery periods shall commence with the dispatch of the order confirmation by us, at the earliest, however, when all documents/information required by the buyer for the execution of the order are available and all details of the order have been clarified. The time of handover of the goods to the buyer or - if shipment of the goods has been agreed - the time of handover to the forwarding agent, carrier or other third party commissioned with the transport shall be decisive for compliance with delivery periods and deadlines. If the handover or dispatch of the goods is delayed due to a circumstance the cause of which lies with the buyer, the delivery periods shall refer to the day on which the delivery item is ready for dispatch and we have notified the buyer of this.

 (3) If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of performance), we shall inform the Buyer of this without delay.

 (4) We shall not be liable for the impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e. g. operational disruptions of any kind, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in procuring the necessary official permits, official measures or the failure of suppliers to deliver or to deliver correctly or on time) for which we are not responsible. If such events make it considerably more difficult or impossible for us to deliver or perform and the impediment is not only of temporary duration, we shall be entitled to withdraw from the contract in whole or in part; we shall then immediately reimburse any counter-performance already rendered by the buyer. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. If the buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediately notifying us in writing.

 (5) If the buyer does not fulfil his contractual obligations towards us, we may - without prejudice to our rights due to the buyer's default - demand from the buyer an extension of the delivery and performance deadlines or a postponement of the delivery and performance deadlines by the period during which the buyer has not fulfilled his contractual obligations towards us.

 (6) The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder and an appropriate extension of time by the buyer are required. If we are in default of delivery, the buyer may demand lump-sum compensation for the damage caused by the default. The lump-sum compensation shall amount to 0.25 % of the net price (delivery value) for each full calendar week of the delay, however, to a maximum of 2.5 % of the delivery value of the goods delivered late. We reserve the right to prove that the buyer has not suffered any damage or that the damage is significantly less than the above lump sum.

 (7) The rights of the Buyer pursuant to § 9 of these GTC and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

 

§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

 (1) Delivery shall be made ex warehouse or delivery works, which is also the place of performance for the delivery and any subsequent performance. At the request and expense of the buyer, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we are entitled to choose the shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

 (2) The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment as soon as the goods are delivered (the start of the loading process being decisive). This shall also apply if partial deliveries are made or if we have assumed other services (e.g. shipping or installation). If dispatch or handover is delayed due to a circumstance caused by the buyer, the risk shall pass to the buyer from the day on which the delivery item is ready for dispatch and we have notified the buyer of this. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. Handover or acceptance shall be deemed equivalent if the buyer is in default of acceptance.

 (3) If the buyer is in default of acceptance, fails to cooperate or delays our delivery for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). For this purpose, we shall charge a lump-sum compensation in the amount of EUR 75.00 per calendar day, beginning with the expiry of the delivery period or - in the absence of a delivery period - with the notification that the goods are ready for dispatch. The proof of a higher damage and our legal claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be offset against further monetary claims. The buyer shall be entitled to prove that we have not incurred any damage at all or only significantly less damage than the aforementioned lump sum.

 (4) We shall only insure the consignment against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the buyer and at the buyer's expense.

§ 5 Minimum order value, quantity deviations, partial delivery

 (1) The minimum order value within the European Union is EUR 50.00 net plus VAT. For deliveries to areas outside the European Union, the minimum order value is EUR 500.00 net. If the minimum order value is not reached, we are entitled not to execute the order. When executing the order, we charge a processing fee of 5.00 EUR net plus VAT.

 (2) We are entitled to reasonably over- and under-deliver the agreed delivery quantities. Over- or under-deliveries of up to 10 % or 1 piece of the order quantity in the case of special parts shall be deemed to be within the scope of the ordered quantity.

 (3) We are entitled to make partial deliveries if

- the partial delivery is usable for the buyer within the scope of the contractual purpose,

- the delivery of the remaining ordered goods is ensured and

- the buyer does not incur any significant additional expenses or costs as a result (unless we agree to bear these costs).

§ 6 Prices and terms of payment

  (1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply - subject to the following provisions. If more than 3 months elapse between the conclusion of the contract and the delivery date provided for the entire delivery or parts thereof, our list prices valid at the time of delivery shall apply - unless fixed prices have been expressly agreed. In the case of call-off orders, our list prices valid at the time of the call-off shall apply unless fixed prices have been expressly agreed. Percentage or fixed discounts agreed with us shall also remain valid in the event of an adjustment of the prices in accordance with § 6 para. 1 sentence 2 or 3 of these GTC.

 (2) If, between the conclusion of the contract and the delivery date envisaged for the entire delivery or parts thereof, there are cost increases for the delivery item, in particular due to changes in the cost structure in connection with the manufacture of the goods (raw material/material costs, production costs, labour costs, energy costs, taxes/duties/fees), of more than 5%, we shall be entitled to increase the price for the delivery item appropriately (i.e. to the extent of the increase in our costs). The buyer shall be informed of the increased price. If the price increase exceeds 15 % of the price for the entire delivery, the buyer shall be entitled to cancel the parts of the delivery affected by the price increase. This right must be asserted in writing immediately after notification of the increased price.

 (3) Percentage or fixed discounts agreed with us shall also remain valid in the event of an adjustment of the prices pursuant to § 6 para. 1 or § 6 para. 2 of these GTC.

 (4) The prices apply to the scope of services and deliveries listed in the order confirmation. Additional or special services shall be charged separately. Unless otherwise agreed with us in writing, the prices are in EUR ex works plus packaging and the statutory value added tax. In the case of sale by delivery to a place other than the place of performance (§ 4 para. 1), the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by him. If we do not invoice the transport costs actually incurred in the individual case, a flat rate for transport costs (excluding transport insurance) of EUR 30.00 shall be deemed agreed. Any customs duties, fees, taxes and other public charges shall in any case be borne by the buyer.

 (5) The purchase price is due and payable without any deductions within 30 calendar days from the date of the invoice and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation at the latest with the order confirmation. The date of receipt by us shall be decisive for the date of payment. Payment by cheque or bill of exchange is excluded unless it is agreed separately in individual cases. In this case, cheques and bills of exchange shall only be accepted on account of performance; the costs of discounting and collection shall be borne by the buyer.

 (6) The Buyer shall be in default upon expiry of the payment period specified in § 6 para. 5 sentence 1 of these GTC. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further damage caused by default. With respect to merchants, our claim to the commercial due date interest rate (§ 353 HGB) remains unaffected.

 (7) The buyer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter rights shall remain unaffected, in particular pursuant to § 8 para. 9 sentence 2 of these GTC.

 (8) The deduction of a cash discount requires a special written agreement. An agreed cash discount always relates only to the net invoice amount for goods (excluding transport costs, customs duties, packaging, fees, taxes, etc.).

 (9) If it becomes apparent after the conclusion of the contract (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardised by the buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (customised products), we may declare withdrawal immediately; the statutory regulations on the dispensability of setting a deadline remain unaffected.

 

§ 7 Retention of title

 (1) Until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims), we reserve title to the goods sold (current account reservation). This does not apply to cash transactions within the meaning of 142 InsO. In the case of cash transactions within the meaning of 142 InsO, ownership of the goods shall pass to the buyer upon payment.

 (2) The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The buyer must inform us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. seizures) have access to the goods belonging to us.

 (3) In the event of conduct by the buyer in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand surrender of the goods on the basis of the retention of title. The demand for return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right of withdrawal. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions.

(4) Until revoked in accordance with (c) below, the Buyer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

 (a) The retention of title extends to the products resulting from the processing, mixing or combining of our goods at their full value, whereby we are deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

 (b) The Buyer hereby assigns to us by way of security the claims against third parties arising from the resale of the goods or the product in total or in the amount of our co-ownership share, if any, in accordance with the preceding paragraph. We accept the assignment. The obligations of the buyer mentioned in paragraph 2 shall also apply with regard to the assigned claims.

 (c) The buyer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the buyer meets his payment obligations towards us, there is no deficiency in his ability to pay and we do not assert the retention of title by exercising a right in accordance with § 7 para. 3 of these GCS. If this is the case, however, we may demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. Furthermore, in this case we are entitled to revoke the buyer's authority to further sell and process the goods subject to retention of title.

 (d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer's request.

§ 8 Claims for defects of the buyer

 (1) The statutory provisions shall apply to the rights of the buyer in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise stipulated below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed goods to a consumer, even if the consumer has processed them further (supplier's recourse pursuant to §§ 478 BGB). Claims from supplier recourse are excluded if the defective goods have been further processed by the purchaser or another entrepreneur, e.g. by installation in another product.

 (2) The basis of our liability for defects is the agreement reached on the quality of the goods. Information within the meaning of § 2 para. 6 of these GTCS does not constitute an agreement on the quality of the goods.

 (3) Insofar as the quality of the goods has not been agreed, it is to be assessed in accordance with the statutory regulation whether a defect exists or not (§ 434 Para. 1 S. 2 and 3 BGB). However, we do not assume any liability for public statements by the manufacturer or other third parties (e.g. advertising statements) to which the buyer has not drawn our attention as being decisive for the purchase.

 (4) As a matter of principle, we shall not be liable for defects of which the buyer is aware at the time of conclusion of the contract or is not aware due to gross negligence (§ 442 BGB). Furthermore, the buyer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB). In the case of goods intended for installation or other further processing, an inspection must in any case be carried out immediately before processing. If a defect becomes apparent upon delivery, inspection or at any later time, we must be notified thereof in writing without delay. In any case, obvious defects must be notified to us in writing within 3 working days of delivery and defects which are not recognisable during the inspection must be notified within the same period of time after discovery. If a defect which was not recognisable on inspection was already apparent at an earlier point in time during normal use, this earlier point in time shall, however, be decisive for the commencement of the period for giving notice of defects. If the buyer fails to carry out the proper inspection and/or to give notice of defects, our liability for the defect not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions.

 (5) If defects are discovered, the use of the goods must be discontinued immediately.

(6) The warranty shall not apply if the buyer modifies the goods or has them modified by third parties without our consent and the rectification of the defect becomes impossible or unreasonably difficult as a result. In any case, the purchaser shall bear the additional costs of remedying the defect resulting from the modification.

 (7) If the delivered item is defective, we may initially choose whether to provide subsequent performance by rectifying the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.

 (8) In the event of defects in components of other manufacturers which we are unable to remedy for licensing or factual reasons, we shall, at our discretion, assert our warranty claims against the manufacturers and suppliers for the account of the Buyer or assign them to the Buyer. In the event of such defects, warranty claims against us shall only exist under the other conditions and in accordance with these GTC if the legal enforcement of the aforementioned claims against the manufacturer and supplier was unsuccessful or is futile, e.g. due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the buyer against us shall be suspended.

 (9) We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer shall be entitled to retain a part of the purchase price proportionate to the defect.

 (10) The buyer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the buyer shall return the defective item to us in accordance with the statutory provisions. Subsequent performance does not include the removal of the defective item or its re-installation if we were not originally obliged to install it.

 (11) We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs and, if applicable, removal and installation costs, in accordance with the statutory provisions if there is actually a defect. This shall not apply insofar as the costs increase because the goods are located at a place other than the place of intended use. Such additional costs shall be borne by the buyer.

If there is no defect, we may demand reimbursement from the buyer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognisable to the buyer.

 (12) In urgent cases, e.g. in the event of a risk to operational safety or to prevent disproportionate damage, the Buyer shall have the right to remedy the defect itself and to demand reimbursement from us of the expenses objectively necessary for this purpose. We are to be notified immediately of any such self-remedy, if possible in advance. The right of self-execution does not exist if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions.

 (13) If the supplementary performance has failed or if a reasonable period to be set by the buyer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price. In the event of an insignificant defect, however, there shall be no right of withdrawal.

 

 (14) Claims of the Buyer for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with § 8 of these GTC and are otherwise excluded.

 

 

§ 9 Other liability

 (1) Insofar as nothing to the contrary arises from these GTC including the following provisions, we shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.

 (2) We shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty),

a) for damages resulting from injury to life, body or health,

b) for damages arising from the breach of an essential contractual obligation (obligation the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance the client may regularly rely.

 (3) The limitations of liability resulting from § 9 para. 2 of these GTC also apply to third parties as well as to breaches of duty by persons (also in their favour) whose fault we are responsible for according to statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the buyer under the Product Liability Act.

 (4) The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

 

§ 10 Limitation

 (1) Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. Insofar as acceptance has been agreed, the limitation period shall commence with acceptance.

 (2) The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in the individual case. The buyer's claims for damages pursuant to § 9 para. 2 sentence 1 and sentence 2 (a) of these GTC and pursuant to the Product Liability Act shall become statute-barred exclusively in accordance with the statutory limitation periods.

 

§ 11 Reservation of fulfilment

 (1) The performance of the contract is subject to the proviso that it is not prevented by any obstacles arising from German, US or other applicable national, EU or international regulations of foreign trade law or any embargo or other sanctions.

 (2) The buyer shall be obliged to provide all information and documents required for the export, transfer or import.

 

§ 12 Partial nullity

Should any part of these GTC be or become invalid, the validity of the remaining provisions and agreement shall remain unaffected. The invalid provision shall be replaced by a provision that comes as close as possible to the economically intended purpose and is permissible.

 

§ 13 Service disruptions due to epidemics or pandemics

In the event of epidemics or pandemics, epidemic- or pandemic-related events such as official closures/operational restrictions/quarantine measures ordered by the authorities or by the owner of the business for precautionary reasons or precautionary measures ordered by the owner of the company, the failure of our suppliers to deliver to us or an exceptionally high level of sick leave in our company due to an epidemic or pandemic may lead to disruptions in the performance of our services (in particular to production stoppages and/or restrictions and the resulting delays and/or stoppages in delivery). Our offers are therefore made with the express reservation that we shall be released from our obligations to perform for the duration of the disruption and to the extent of its effect in the event of such an event or any other comparable epidemic- or pandemic-related impairment, even if we are already in default of performance at that time. This does not imply an automatic termination of the contract. Rather, in the event of such a disruption, we shall be entitled to adjust our obligations to the changed circumstances in good faith. Agreed delivery periods shall be extended by the duration of the hindrance and a reasonable start-up period. If, due to the nature of the disruption, it cannot be expected that the service will be provided within a reasonable period of time, each party shall be entitled to withdraw from the contract in whole or in part due to the part of the service that has not yet been provided.

 

§ 14 Impairment of performance due to warlike conflicts

In the event of armed conflicts, disruptions in the performance of services (in particular production stoppages and/or restrictions and resulting delivery delays and/or stoppages) may occur as a result of war-related or situation-related events such as the failure of our suppliers to deliver to us. Our offers are therefore made with the express reservation that we are released from our performance obligations for the duration of the disruption and to the extent of its effect in the event of the occurrence of such an event or another comparable impairment caused by war or the situation, even if we are already in default with the performance of the service at that time. An automatic termination of the contract is not associated with this. Rather, in the event of such a disruption, we shall be entitled to adjust our obligations to the changed circumstances in good faith. Agreed delivery periods shall be extended by the duration of the hindrance and a reasonable start-up period. If, due to the nature of the disruption, it cannot be expected that the service will be provided within a reasonable period of time, each party shall be entitled to withdraw from the contract in whole or in part due to the part of the service not yet performed.

 

§ 15 Choice of law and place of jurisdiction

 (1) The law of the Federal Republic of Germany shall apply to these GTCS and the contractual relationship between us and the Buyer to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

 (2) If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction, including international jurisdiction, for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Willich. The same applies if the buyer is an entrepreneur as defined by § 14 BGB (German Civil Code). However, we are also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTCS or a prior individual agreement or at the general place of jurisdiction of the buyer. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.

 (3) Insofar as the contract or these GTC contain loopholes, those legally effective provisions shall be deemed agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.