II. Pricing

The prices stated in the order confirmation shall apply. Unless otherwise agreed in individual contracts, all prices and terms are based on our price and terms list in effect at the time of delivery, excluding value-added tax at the applicable statutory rate and other statutory taxes and duties. The price does not include shipping and packaging costs or other incidental expenses. All prices are ex works or ex base, or ex warehouse in the case of delivery from the warehouse. Our prices assume normal, unimpeded transport conditions. The buyer shall bear any additional costs, regardless of whether they result from the nature of the goods, complications, and/or impediments to transport; the same applies to incorrect shipments. The buyer shall not be required to bear these additional costs to the extent that we are responsible for their occurrence. If, more than four weeks after the conclusion of the contract, taxes or other third-party costs included in the agreed price change or new costs arise, we are entitled to adjust the price accordingly.

III. Grades, Dimensions and Weights, Assurance of Properties

Unless otherwise agreed, we supply goods of standard commercial quality. Grades and dimensions are determined in accordance with the DIN/EN standards or material data sheets in effect at the time the contract is concluded; in the absence of such standards or data sheets, they are determined in accordance with commercial practice. References to standards, material data sheets, or factory test certificates, as well as information regarding grades, dimensions, weights, and suitability for use, do not constitute representations or warranties within the meaning of Section 459(2) of the German Civil Code (BGB), nor do declarations of conformity, manufacturer’s declarations, or corresponding marks such as CE and GS. The weighing/measurement performed by us or our supplier shall be decisive for the weights. Proof of weight shall be provided by presenting the weighing slip. We may also determine weights theoretically based on the length or surface area of the product without weighing it, using recognized statistical methods to calculate the dimensions. We are further entitled to increase the theoretical weight by a standard commercial allowance (commercial weight) to account for production tolerances. Quantities, bundle counts, or similar figures stated in the shipping notice are non-binding for goods billed by weight. Unless individual weighing is customary, the total weight of the shipment applies in each case. Differences from the calculated individual weights are distributed proportionally among them. The determined weight is rounded up to the nearest full kilogram. Deliveries of quantities exceeding or falling short of the agreed scope of delivery, as is customary in the industry, are deemed to have been agreed upon as standard practice. We do not guarantee that the delivered goods are suitable for the purpose or process intended by the buyer.

IV. Acceptance

Wenn eine Abnahme vereinbart ist, kann sie nur in unserem Lager beziehungsweise in dem Lieferwerk sofort nach Meldung der Abnahmebereitschaft erfolgen. Die persönlichen Abnahmekosten trägt der Käufer, die sachlichen Abnahmekosten werden ihm nach unserer Preisliste oder nach der Preisliste des Lieferwerkes berechnet. Erfolgt die Abnahme ohne unser Verschulden nicht, nicht rechtzeitig oder nicht vollständig, sind wir berechtigt, die Ware ohne Abnahme zu versenden oder auf Kosten und Gefahr des Käufers zu lagern und ihm zu berechnen. Die Ware gilt in diesem Fall als in jeder Hinsicht vertragsgemäß geliefert.

V. Performance of Deliveries, Transfer of Risk

We determine the shipping route and method, as well as the freight forwarder and carrier.

Goods reported as ready for shipment in accordance with the contract must be picked up immediately; otherwise, after issuing a reminder, we are entitled, at our discretion, to ship them at the buyer’s expense and risk or to store them at our discretion and invoice them immediately.

Upon handover of the goods to a freight forwarder or carrier, but no later than upon leaving the warehouse or the delivery plant, the risk, including the risk of seizure of the goods, shall pass to the buyer for all transactions, including carriage paid and free-on-board deliveries. We shall arrange for insurance only at the buyer’s instruction and expense. The obligation and costs of unloading shall be borne by the buyer.

VI. Delivery Times and Dates, Delays

Delivery dates or deadlines, whether agreed upon as binding or non-binding, must be in writing. Information regarding delivery times is approximate and non-binding if it is only described as “approximately” or not agreed upon in writing as “fixed” or “binding.” Delivery periods begin on the date of our order confirmation and are valid only provided that all details of the order have been clarified in a timely manner, all documents necessary for order fulfillment have been received, and the buyer has fulfilled all obligations in a timely manner, such as providing all official certificates, issuing letters of credit and guarantees, or making down payments. The time of dispatch ex works or from the warehouse shall be decisive for compliance with delivery periods and dates. They shall be deemed to have been met upon notification of readiness for shipment if the goods cannot be shipped on time through no fault of ours. Delays in delivery and performance due to force majeure and events that significantly impede or render delivery impossible—including, in particular, strikes, lockouts, official orders, etc., even if they occur at our suppliers or their subcontractors and our vicarious agents—are not attributable to us, even in the case of bindingly agreed deadlines and dates. Furthermore, such events entitle us to postpone the delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion. The buyer shall be given the opportunity to comment in advance. Our obligation to deliver is subject to correct and timely delivery to us, unless the incorrect or delayed delivery to us is our fault. If delivery or performance is delayed for more than 3 months, the buyer shall be granted a contractual right of withdrawal after a reasonable grace period of at least 3 weeks has been set, provided that the contract has not yet been fulfilled. If the delivery time is extended or if we are released from our obligation, the buyer may not derive any claims for damages from this. We will inform the buyer immediately of any circumstances causing the delay. If we are responsible for the failure to meet bindingly agreed deadlines and dates, or if we are in default, the buyer may claim default damages in the amount of 1% of the net invoice value of the deliveries and services affected by the delay for each completed week of the delay, up to a maximum of 5% in total. Otherwise, claims for damages shall be governed by Section X of these Terms and Conditions. The customer must be advised of any use as a construction product in accordance with the Construction Products Regulation (CPR).

VII. Payment and Settlement, Late Payment

Payments are due immediately unless a specific due date is stated on the invoice. The timeliness of payment is determined by the date we receive the payment. Without prejudice to further claims, we are entitled to suspend further deliveries in the event of late payment until all outstanding claims arising from the business relationship have been settled. In the event of late payment, we are entitled to charge default interest at the statutory rate as well as reminder fees. If the buyer continues to fail to pay for goods or services even after receiving appropriate payment reminders, we are entitled to terminate the contract without notice. At this point, all outstanding amounts, as well as accrued interest and all costs incurred by us in connection with the termination of the contract and the return of all deliveries, become due immediately. In particular, in the event of a single late payment by the buyer, we are entitled to make further deliveries only against advance payment. The buyer may set off claims against us only if such claims are undisputed or have been finally adjudicated. We are entitled to set off against due and undue claims, including future claims, which we or a company in which we hold a direct or indirect stake of at least 50% are entitled to against the buyer, or which the buyer has against one of the aforementioned companies. Upon request, the buyer will be provided with information regarding the status of these holdings. We are entitled, notwithstanding any provisions to the contrary on the part of the buyer, to apply payments first to the buyer’s older debts; we will then inform the buyer of the manner in which the set-off was made. If costs and interest have already been incurred, we are authorized to apply the payment first to the costs, then to the interest, and finally to the principal amount. The buyer must verify the accuracy of invoices and account statements. Objections must be raised with us within 14 days of receipt of the invoice or account statement; otherwise, the stated prices shall be deemed accepted by the buyer. The invoice or account statement shall serve as a confirmation of the balance. We will notify the buyer of the consequences of the expiration of the payment term in the invoice or bank statement. The buyer shall be in default no later than 3 days after our claim becomes due, without the need for a formal notice of default. If, after the conclusion of the contract, it becomes apparent that our claim for payment is at risk due to the buyer’s inability to pay, or if the buyer falls into default on a substantial amount, or if other circumstances arise that indicate a significant deterioration in the buyer’s ability to pay after the conclusion of the contract, we are entitled to the rights under Section 321 of the German Civil Code (BGB). We are then also entitled to declare all claims arising from the ongoing business relationship with the buyer that are not yet due to be due. In this case, we may also demand advance payments or the provision of security. Any agreed discount applies only to the invoice amount excluding freight and is contingent upon the buyer’s full settlement of all due liabilities at the time the discount is applied. Unless otherwise agreed, discount periods begin on the invoice date.

VIII. Retention of Title

The delivered goods remain our property until all claims, in particular any outstanding balance claims to which we are entitled against the buyer within the scope of the business relationship, have been paid in full (reservation of title for the balance). This reservation of title for the balance expires definitively upon settlement of all claims that are still outstanding at the time of payment and are covered by this reservation of title. If the delivered goods are mixed or blended with other items, we acquire co-ownership of the new item in a proportion corresponding to the value of the goods delivered by us in relation to the value of the new item. The same applies if the delivered goods are processed during the production of the new item. Our co-ownership rights shall be deemed to be reserved goods. The buyer may sell the reserved goods only in the ordinary course of business under its normal terms and conditions and provided that it is not in default, provided that the claims arising from the resale are transferred to us in accordance with the provisions of the following two paragraphs. The buyer is not authorized to dispose of the goods subject to retention of title in any other manner. The claims arising from the resale of the goods subject to retention of title, together with all security interests acquired by the buyer in connection with such claims, are hereby assigned to us. They serve as security to the same extent as the goods subject to retention of title. If the goods subject to retention of title are sold by the buyer together with other goods not sold by us, the claim arising from the resale is assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods sold. Upon the sale of goods in which we hold co-ownership shares pursuant to paragraph 2, a portion corresponding to our co-ownership share shall be assigned to us. The buyer is entitled to collect claims arising from the resale. This authorization to collect expires upon our revocation, but no later than upon default in payment, non-honoring of a bill of exchange, or upon filing for insolvency proceedings. We will only exercise our right of revocation if, after the conclusion of the contract, it becomes apparent that our claim for payment arising from this or other contracts with the buyer is jeopardized by the buyer’s inability to perform. At our request, the buyer is obligated to immediately notify its customers of the assignment to us and to provide us with the documents necessary for collection. In the event of a breach of contract by the buyer, in particular in the event of default in payment or if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with the buyer is jeopardized by the buyer’s inability to perform, we are entitled to set a reasonable deadline and, upon its unsuccessful expiration, to take back the purchased item and, if necessary, to enter the buyer’s premises for this purpose. Our repossession of the purchased goods does not constitute a withdrawal from the contract, unless the buyer is a consumer. Provisions of the Insolvency Code remain unaffected. The buyer is not permitted to pledge or transfer ownership of the goods subject to retention of title as security. We must be notified immediately of any attachments, seizures, or any other impairment of the goods delivered by us under retention of title by third parties so that we may bring an action pursuant to § 771 of the German Code of Civil Procedure (ZPO). To the extent that the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 of the German Code of Civil Procedure (ZPO), the buyer shall be liable for the loss incurred by us. We retain all intellectual property rights to our drawings, specifications, data, and all other information and documents prepared by us for the buyer, regardless of the medium. If the invoice value of the securities subject to retention of title exceeds the secured claims, including ancillary claims (interest, costs, etc.), by more than 50% in total, we are obligated, at the Buyer’s request, to release securities of our choice to that extent.