General Terms and Conditions of Delivery of Heinrich Steuber GmbH & Co. (Status 10/23)

1. scope of application

1.1 The General Terms and Conditions of Delivery shall apply exclusively in business transactions with natural or legal persons or legal partnerships, legal entities under public law and special funds under public law who, when concluding a legal transaction, are acting in the exercise of their commercial or independent professional activity.

1.2 Our General Terms and Conditions of Delivery shall apply exclusively to the provision of our goods and services to the customer and to the delivery of the works, goods and services manufactured, traded and provided by us. We do not recognise any general terms and conditions of business of the customer that conflict with or deviate from our terms and conditions of delivery, unless we have agreed to them in detail in writing. Our Terms and Conditions of Delivery shall also apply if we make deliveries or provide services in the knowledge of other terms and conditions of the customer that deviate from our Terms and Conditions of Delivery.

1.3 Our terms and conditions of delivery shall also apply to all future transactions with the customer without the need for a separate agreement in each case.

2 Offer, conclusion of contract, scope of services

2.1 Our offers are subject to change, i.e. they do not constitute a binding offer within the meaning of § 145 BGB. Any order submitted to us by the customer is an offer to purchase our objects of performance and not a binding contract unless we confirm the order in writing. A contract shall only be formed upon written acceptance by us or upon confirmation of the order signed by us. The contract shall constitute the only agreement between the parties unless the customer and we agree otherwise in writing in an individual case.

2.2 All agreements, amendments and supplements, in particular also verbal agreements with our representatives or employees, require our written confirmation to be legally binding.

2.3 Unless otherwise agreed in writing, the documents belonging to the offer, e.g. descriptions, illustrations, drawings, weights and dimensions, shall only be binding if they are expressly designated as binding in writing.

2.4 We shall only be responsible for the observance of statutory or other regulations at the place of performance insofar as the customer has informed us of these in advance in a suitable manner.

2.5 Should the contract include the dispatch of our specialist personnel for assembly and/or service work, the assessment of the scope of performance shall be based exclusively on the assessment of our specialist personnel. Should a measure not be feasible, the customer shall bear the costs incurred for the dispatch of our specialist personnel until the work has been discontinued. The scope of the services of our specialist personnel is limited to the contractually agreed scope. Extensions or additional work that go beyond the agreed scope require a separate contractual agreement. Our contractual services shall be deemed to have been fulfilled if we have provided the customer with the agreed specialist personnel in the agreed qualification and have made them available for the intended duration.

2.6 The time duration and costs for the deployment of the specialist personnel specified in the contract are only approximate values. Should the predicted duration be exceeded, the additional services incurred shall be paid by the Client; exceeding the duration shall not entitle the Client to reduce the invoice amount and/or claim damages.

3. delivery

3.1 Unless expressly agreed otherwise in writing, delivery shall be made on the agreed delivery date from the place to be named by us EXW Incoterms 2020. Compliance with the delivery time shall be subject to all commercial and technical questions between the parties having been clarified and the customer having fulfilled all obligations incumbent upon it, such as providing the necessary official certificates or permits or making a down payment. Otherwise, the delivery period shall be extended accordingly, insofar as we are not responsible for the delay.

3.2 Compliance with the delivery period is subject to correct and timely delivery by our sub-suppliers. Insofar as we are not responsible for the incorrect or delayed self-delivery, the delivery period shall be extended accordingly.

3.3 Should the sub-supplier no longer be able to deliver the ordered goods to us, we shall be entitled to withdraw from the purchase contract. The customer shall be informed immediately of the lack of delivery by the sub-supplier as well as of the withdrawal from the purchase contract and the consideration paid by the customer shall be refunded without delay, insofar as this has already been received by us.

3.4 Partial deliveries are permissible insofar as this is reasonable for the customer.

3.5 All information on delivery times is non-binding unless a specific delivery date has been expressly agreed in writing.

3.6 The time of dispatch ex works or ex warehouse shall be decisive for compliance with delivery times. The delivery time shall be deemed to have been complied with upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of ours.

3.7 Force majeure, industrial disputes, natural disasters, acts of terrorism, epidemics, operational disruptions through no fault of our own, riots, war, official measures, in particular ordered delivery bans for certain countries, and other unforeseeable, unavoidable or serious events shall release us from our obligation to perform for the duration of the disruption and to the extent of its effect. The same applies if these circumstances occur in the supplying plant or at a pre-supplier.

4 Shipping, transfer of risk

4.1 Shipment shall be made for the account and at the risk of the customer. The risk shall pass to the Purchaser at the latest upon dispatch from the supplying plant, even if carriage paid delivery has been agreed.

4.2 At the request of the customer, the consignment shall be insured against transport damage at the customer's expense.

4.3 If dispatch is delayed due to circumstances for which we are not responsible, the risk shall pass to the customer from the day of readiness for dispatch.

5. retention of title

5.1 All objects of performance delivered by us shall remain our property until full receipt of all payments, including transport, insurance and assembly costs; in this respect, all deliveries shall be deemed to be one continuous delivery transaction.

5.2 We are entitled to insure the delivery item against fire, water and other damage at the expense of the customer, unless the customer can prove that he has taken out the insurance himself.

5.3 If the objects of performance are combined by the orderer with other objects to form a uniform object or are firmly connected to real estate, the orderer shall be obliged to transfer co-ownership to us on a pro rata basis insofar as the main object and/or the real estate belongs to him. If the customer resells the delivered objects of performance as intended, he hereby assigns to us the claims against his customers arising from the sale, including all ancillary rights, until all our claims have been settled in full.

5.4 If there is a justified reason, the customer is obliged, at our request, to inform the third party purchasers of the assignment and to provide us with the information required to assert our rights and to hand over the necessary documents to us.

5.5 We shall release the securities held by us to the extent that their value exceeds the claims to be secured by more than a total of 20 %.

5.6 In the event of seizure, confiscation or other impairment of the property by third parties, the customer shall notify us immediately. Costs in connection with the enforcement of our property rights against third parties shall be borne by the customer.

5.7 The assertion of the reservation of title as well as the seizure of the delivery item shall not be deemed a withdrawal from the contract.

6 Prices, price adjustment and payment

6.1 Unless otherwise agreed, the prices are ex works, including loading at the factory, but excluding packaging. freight, postage, value assurance, unloading and insurance, unless otherwise agreed. The turnover tax applicable to the prices shall be paid additionally by the Purchaser at the respective statutory rate.

6.2 In the case of secondment of specialist personnel, the services of the specialist personnel shall be invoiced according to the costs incurred in accordance with the respectively valid calculation rates. The costs of the services of the specialist personnel shall also be borne by the customer if the work assignment has to be interrupted or aborted due to force majeure.

6.3 In the absence of special agreements, payments are to be made to our account immediately after invoicing without deduction of discount and free of charge for us. The receipt of payment on our account is decisive for the timeliness.

6.4 The customer shall only have the right to retain payments or to offset them against counterclaims to the extent that its counterclaims are undisputed or have been legally established. The customer shall only be entitled to assert rights of retention on the basis of counterclaims arising from the same contractual relationship.

6.5 If the customer is in default of payment, interest shall be due at a rate of 9 % points above the base rate, unless higher interest rates have been agreed between the parties. If partial payments have been agreed, the entire remaining claim shall become due immediately if the Purchaser is in default with a partial payment in whole or in part for more than one week. The acceptance of a late payment does not constitute a waiver of the forfeiture clause. The acceptance of an à-conto payment or of partial payments shall not be deemed to be a deferral of a due residual claim.  We reserve the right to assert further damage caused by delay.

6.6 If it becomes apparent after the conclusion of the contract that our claim for payment is endangered by the customer's lack of ability to pay, we shall be entitled to the rights under § 321 BGB (plea of uncertainty). We shall then also be entitled to call due all claims from the current business relations with the customer which are not statute-barred. Furthermore, the defence of uncertainty extends to all other outstanding deliveries from the business relationship with the customer.

7. secondment of specialised personnel

7.1 The customer shall provide adequate accommodation for the specialist personnel at his own expense.

7.2 If it is not possible to procure accommodation near the place of work, the travelling time between the accommodation and the place of work shall be charged by us as working time if the distance is more than three kilometres. If means of transport are used, the costs incurred shall be reimbursed by the customer. The same applies to the transport of equipment.

7.3 In the event of illness or accident, the Customer shall ensure that the necessary medical care is provided for the specialist staff.

7.4 The working hours shall be agreed between the customer and the qualified personnel. The working time performed by the skilled personnel shall be certified by the Purchaser.

7.5 The costs for the secondment of the professional staff shall be invoiced monthly on the basis of the work records. The hours worked shall be certified on a daily basis.

7.6 The customer is obliged to provide sufficient skilled and unskilled labour, equipment, energy and operating resources required for the deployment of the skilled personnel. In addition, the Purchaser shall carry out earthworks, foundation and scaffolding work and provide the necessary building materials. The access road and the assembly site must be levelled and have sufficient load-bearing capacity. Foundations must be completely dry and set.

7.7 The customer shall provide suitable rooms at the workplace for the stay of the skilled personnel and for the storage of objects. He shall also inform the skilled personnel about the safety regulations existing in his company and to be observed by the skilled personnel. In addition, he shall implement all measures necessary for the protection of persons and property at the workplace.

7.8 In the case of disassembly and reassembly as well as in the case of major repair work and transport, the Purchaser shall be obliged to take out at its own expense an assembly breakdown insurance policy which includes the risk of disassembly, reassembly and trial runs, unless otherwise agreed in writing.

8 Liability for material defects

8.1 The purchaser must inspect the objects of performance immediately upon receipt and notify us immediately of any defect that becomes apparent - at the latest, however, within one week. This applies in particular to visible transport damage and deviations in identity and quantity. If the customer fails to notify us, the objects of performance shall be deemed to have been approved in view of the defect in question, unless it is a concealed defect. In all other respects, the provisions of § 377 of the German Commercial Code (HGB) shall apply.

8.2 If the objects of performance have a defect which already existed at the time of the transfer of risk and if this is notified by the customer in due time, we shall, at our discretion and at our expense, remedy the defect (rectification) or deliver objects of performance free of defects (subsequent delivery).

8.3 We shall only assume expenses in connection with subsequent performance if they are reasonable in the individual case, in particular in relation to the purchase price of the goods. We shall not assume expenses incurred because the sold goods have been taken to a place other than the buyer's registered office or branch unless this would be in accordance with their contractual use. If the purchaser does not give us the opportunity to inspect and rectify the reported defect during our regular working hours and if we therefore incur additional labour costs such as overtime or weekend surcharges, the purchaser shall be obliged to bear these.

8.4 If the defect cannot be remedied within a reasonable period of time or if the subsequent performance is deemed to have failed for other reasons, the customer may, at its option, demand a reduction of the remuneration (abatement) or withdraw from the contract (rescission). Subsequent performance shall only be deemed to have failed if we have been given sufficient opportunity to remedy the defect or make a subsequent delivery three times, but subsequent performance has not been successful, subsequent performance has been refused or unreasonably delayed by us or is unreasonable for other reasons.

8.5 The objects of performance replaced or exchanged within the scope of subsequent performance and their parts shall be made available to us by the customer immediately upon request and at our expense. They shall become our property.

8.6 Claims for material defects shall not exist if the defect is due to

(a) a violation of installation, operation or maintenance instructions; or

(b) improper and unsuitable assembly, commissioning, treatment, use or maintenance; or

(c) the use of unsuitable equipment; or

(d) any interference with or modification of the objects of performance without our prior written consent on the part of the Purchaser or third parties; or

(e) natural wear and tear; or

(f) the implementation of specifications or instructions of the Purchaser; or

(g) defective construction work or foundations, unsuitable subsoil, chemical, electrochemical or electrical influences; or

(h) spare parts that have been installed which are not our original spare parts or parts approved by us; or

(i) unauthorised modifications have been made to the delivery item.

8.7 Claims for material defects do not exist for used machines or other used objects unless a liability for material defects is expressly agreed.

8.8 If work is carried out by our specialist personnel on used or third-party objects, this shall be done to the exclusion of all claims against us and at the purchaser's own responsibility. In the case of the secondment of specialist personnel, our liability is limited to the replacement of the specialist personnel if necessary.

8.9 We are entitled to refuse to remedy defects without compensation as long as the customer does not fulfil his contractual obligations.

8.10. We do not assume any guarantees, in particular no quality or durability guarantees, unless otherwise agreed in the individual case.

9. liability

9.1 Our liability for damages is excluded insofar as it goes beyond the provisions of these terms of delivery.

9.2 This does not apply

(a) for damages resulting from a violation of life, body or health in breach of duty or

(b) for damage resulting from a

(aa) breach of obligations the fulfilment of which is a prerequisite for the proper performance of the contract and the fulfilment of which the customer may regularly rely on (cardinal obligations) or

(bb) are based on at least gross negligence on the part of our executive bodies or senior vicarious agents or intentional breach of other obligations on the part of our ordinary vicarious agents, or

(c) for which a mandatory liability according to the Product Liability Act as well as other mandatory and not validly excludable statutory provisions or

(d) for guarantees assumed by us and defects fraudulently concealed by us.

9.3 Except in the aforementioned cases, our liability is limited to the foreseeable, typically occurring damage.

9.4 We shall reimburse the customer for all necessary expenses for recall actions ordered by the competent authority and to be carried out by virtue of mandatory statutory provisions, insofar as these are based on a defect in the objects of performance and we are liable for the defect. Insofar as the recall action is also based on causal contributions by third parties, this obligation shall only exist for us to the extent attributable to our own conduct or the objects of performance. The customer must inform us in writing in advance of the necessity, content and scope of a planned recall action - insofar as this is possible and reasonable - and give us the opportunity to comment.

10. statute of limitations

10.1 Unless otherwise agreed, the limitation period for claims for defects shall end twelve months after delivery of the delivery item in deviation from § 438 para. 1 no. 3 BGB. Insofar as acceptance has been agreed, the limitation period shall commence with the readiness for production irrespective of acceptance. The limitation period shall not be renewed or extended by subsequent performance. Claims for defects for the service parts installed within the scope of subsequent performance shall become statute-barred no later than 12 months after the transfer of risk. Claims for defects for the service parts installed within the scope of subsequent performance shall become statute-barred at the latest 12 months after the transfer of risk.

10.2 The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the customer 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.

11. form

Legally relevant declarations and notifications by the customer 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 person making the declaration, remain unaffected.

12. compliance

The customer is obliged to take necessary and appropriate measures to avoid corruption. In particular, the customer undertakes not to offer, promise or grant, or allow to be offered, promised or granted, any benefits or other advantages (e.g. money, gifts of monetary value and invitations that are not predominantly of a business nature, such as sporting events, concerts, cultural events) to our employees and members of governing bodies by employees, members of governing bodies or third parties.

13 Jurisdiction, Applicable Law

13.1 The exclusive place of jurisdiction for all - including non-contractual - legal disputes and claims arising directly or indirectly from contractual relationships based on these terms and conditions is Mönchengladbach. We are entitled, at our discretion, to sue the customer at the court of his place of business or branch office or at the court of the place of performance.

13.2 The contractual relations shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14. miscellaneous

14.1 To the extent that any provision of the Contract or part thereof is or becomes invalid, void or unenforceable, such provision shall be replaced by a provision which most closely approximates the originally intended purpose and which is valid and enforceable. If such a change is not possible, the relevant provision or provisions shall be deemed deleted. Any amendment or deletion of a provision or part thereof shall not affect the validity and enforceability of the remaining provisions of the Contract and/or these Conditions of Supply.

14.2 All amendments or supplements must be in writing to be effective. This written form requirement can only be waived by a written agreement.