1. Our deliveries shall be made exclusively on the basis of the following terms and conditions; deviating terms and conditions shall only apply in the event of our written confirmation.
2. We are not bound by the buyer's terms and conditions of purchase; we expressly object to them.
3. Our General Terms and Conditions of Delivery and Payment shall be deemed to have been accepted at the latest upon receipt of the goods.
4. Our offers are subject to change. Quality, performance and delivery dates shall only be deemed to have been agreed if we expressly confirm such details in writing. This also applies to agreements that amend these terms and conditions.

II Prices

1. All prices are subject to change ex works. All shipments are always carriage forward.
2. We are entitled to demand surcharges and recalculations on the agreed remuneration if we cannot reasonably be expected to adhere to the contract due to extraordinary circumstances, such as wage increases, strikes, lockouts, increases in public charges (taxes, customs duties, etc.). If an adjustment is not possible or unreasonable for the disadvantaged party, the latter may withdraw from the contract.
3. Means of transportation and protection are charged separately.

III Terms of payment

1. Payment must be made within 10 days of the invoice date. Thereafter, we are entitled to charge the costs arising from the use of credit, but at least the statutory default interest.
2. We shall only accept bills of exchange and checks as payment on the basis of an express agreement with the value date of the day on which we can dispose of the equivalent value, provided that we are able to discount them. If this is not the case, we reserve the right to return the bills of exchange to the buyer and demand cash payment.
3. Stamp duty, discount charges, collection charges and interest are always due immediately.
4. If these conditions are not complied with or if, after conclusion of the contract, we become aware of circumstances which are likely to reduce the creditworthiness of the purchaser, e.g. if the purchaser ceases to make payments or if insolvency proceedings are applied for or if bills of exchange or cheques are not honored, all our claims shall become due immediately, irrespective of the term of any bills of exchange accepted. We are also entitled to demand securities and to carry out outstanding deliveries against advance payment or provision of security. After the fruitless expiry of a reasonable grace period set by us, we shall be entitled to demand compensation instead of performance or reimbursement of futile expenses. The right to withdraw from the contract remains unaffected by this. We may also prohibit the resale of the goods delivered subject to retention of title and demand their return at the buyer's expense. We shall be reimbursed for any additional freight, shipping and other expenses as well as any reduction in value of the goods.
5. The purchaser may only offset counterclaims that are not disputed by us or have been legally established. He may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

IV. Delivery/acceptance

1. The conclusion of the contract with entrepreneurs is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with our suppliers.
2. Delivery dates that we have specified shall be deemed to have been met if the goods to be delivered have left our factory or warehouse before the deadline. Partial deliveries that are reasonable for the buyer are permitted. Excess or short deliveries of up to 5% of the final quantity do not entitle the buyer to make complaints about the contract, unless the buyer has no interest in the partial delivery. In any case, the buyer can only assert rights against us due to delayed or non-delivery if a reasonable deadline set for us, which must be at least 14 days, has elapsed.
3. If it becomes significantly more difficult or impossible for us to fulfill our contractual obligations, for example due to force majeure such as strikes, riots, war, blockades, import and export bans, fire, traffic blocks, operational and transport disruptions, or other circumstances beyond our control, or if such an event affects our suppliers, the fulfillment period shall be extended by the duration of the hindrance. If this adjustment to the contract is not possible or reasonable for one of the contracting parties, the disadvantaged party may withdraw from the contract. Any claims for compensation shall be governed by Section VI.
4. The risk shall pass to the buyer when the consignment has been dispatched or collected, even if carriage paid delivery has been agreed.
5. If the buyer is in default of acceptance and we therefore claim damages, we can demand a flat-rate compensation of 10% of the net purchase price, unless the buyer proves that we have suffered no or significantly less damage. We may also claim further damages.

V. Retention of title

1. Our deliveries shall remain our property until payment of all our claims, including future claims, irrespective of their legal basis, even if payments are made for specially designated claims. In the case of current accounts, the retained title shall be deemed security for our balance claim. Treatment and processing shall be carried out for us as manufacturer within the meaning of § 950 BGB, without obligating us. The processed goods shall serve as security for us in the amount of the invoice value of the reserved goods.
2. In the event of processing and mixing of the reserved goods with other goods not belonging to us by the purchaser, the purchaser hereby assigns to us co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods, including the expenses for processing at the time of processing (combining, mixing). Our co-ownership rights arising hereunder shall be deemed to be reserved goods in accordance with these terms and conditions. The same shall apply in the event that our goods are mixed or combined with other items.
3. The buyer may only sell our property in the ordinary course of business at his normal terms and conditions and as long as he is not in default. He is only entitled and authorized to resell the reserved goods subject to the proviso that the claim arising from the resale is transferred to us in accordance with paragraphs 4 and 5. He is not entitled to dispose of the reserved goods in any other way, in particular to transfer them by way of security or to pledge them.
4. The buyer's claims arising from the resale of the reserved goods are hereby assigned to us.
5. If the reserved goods are processed by the buyer alone or together with other goods not belonging to us after processing or sold unprocessed, the assignment of the claim from the resale shall only apply to the amount of the invoice value of the reserved goods.
6. If the reserved goods are used by the purchaser to fulfill a contract for work and services or a contract for work and materials, the claim arising from the contract for work and services or contract for work and materials shall be assigned to us in advance to the same extent as stipulated in paragraphs 4 and 5.
7. The purchaser is entitled to collect claims arising from the resale until revoked by us at any time. At our request, the buyer is obliged - unless we inform his customer ourselves - to inform the customer of the assignment to us and to provide us with evidence of the notification and to send us the information and documents required to collect the assigned claim with this notification.
8. If the value of the securities existing for us exceeds our claims by more than 30% in total, we shall be obliged to release the security at our discretion at the buyer's request.
9. The buyer must inform us immediately of any seizure or other impairment by third parties.
10. In the event of breaches of duty, in particular breaches of the obligations regulated in this clause and in clause III, we shall be entitled - in addition to other rights - to take back the goods. After taking back the goods, we shall declare to the buyer within a reasonable period of time whether we withdraw from the contract and demand compensation. We shall be entitled to utilize goods taken back by private sale for offsetting against our claim.

VI Defects and liability

1. The buyer is obliged to inspect the delivery immediately upon receipt for transport damage and shortages; any complaints found must be confirmed by the carrier. Other defects (including the absence of an agreed quality) as well as deviations in quantity and incorrect deliveries, insofar as they are recognizable, must be reported in writing within one week of receipt of the goods, stating the exact nature of the defects. Defects that are not recognizable during a proper inspection must be reported in writing within one week of discovery. Claims for defects shall be excluded if the aforementioned notification periods are not complied with.
2. We shall remedy justified complaints that occur within the defect period and are reported in good time either by replacement delivery or rectification. If the replacement delivery is justifiably objected to, the buyer shall be entitled to a reduction in price or withdrawal from the contract. In addition to withdrawal, he shall not be entitled to claim damages for the defect.
3. The parts for which we supply replacements free of charge shall become our property. They must be protected from any alteration, in particular from rusting, and must be returned to us at our expense on request, together with a description of the defective parts. Material that is sent to us for inspection can only be kept for 1/4 year from the date of forwarding the report of findings. If we have not received any notification to the contrary after this period, the material will be scrapped.
4. If the buyer chooses compensation for damages after subsequent performance has failed, the goods shall remain with the buyer if this is reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This does not apply if we have maliciously caused the breach of contract.
5. For entrepreneurs, the warranty period is one year from delivery of the goods; for buildings and items that have been used for a building in accordance with their normal use and have caused its defectiveness, five years from delivery, unless the VOB/B is included in its entirety.
6. In the event of slightly negligent breaches of duty, our liability shall be limited to the foreseeable, direct average damage typical for the type of goods. This also applies to slightly negligent breaches of duty by our representatives or vicarious agents. We shall not be liable to entrepreneurs for slightly negligent breaches of minor contractual obligations. The above limitations of liability do not apply to the buyer's claims arising from product liability. Furthermore, the limitations of liability shall not apply in the event of bodily injury or damage to health attributable to us or in the event of loss of life of the purchaser or a third party or in the event of assumption of a guarantee or absence of an agreed quality.
7. The buyer's claims for damages due to a defect shall lapse one year after delivery of the goods. This shall not apply if we can be accused of fraudulent intent.
8. A change in the burden of proof to the detriment of the buyer is not associated with the above provisions.
9. If we are not in a position to remedy identified defects in a reasonable manner by rectification, or if rectification is not technically possible, we may withdraw from the contract, without prejudice to the rights of the buyer.

VII Deviations

Weights and analyses are determined by our delivery points and are decisive for the calculation. Proof of weight shall be provided by presenting the weighing slip. In the case of delivery, regardless of the means of transportation, the total weight shall be decisive for the calculation. No guarantee is given for the number of packages stated in the invoice. Differences compared to the calculated individual weights shall be distributed proportionately to these.

VIII Other

1. In the case of contracts with continuous delivery, call-offs and corresponding classifications for approximately equal monthly quantities must be indicated to us. If call-offs or classifications are not made on time, we shall be entitled, after the fruitless expiry of a grace period, to classify and deliver the goods ourselves or to withdraw from the part of the contract still in arrears and to claim damages or compensation for futile expenses.
2. If a contractual quantity is exceeded by the buyer's individual call-offs, we shall be entitled to deliver the surplus. We may invoice the surplus at the daily prices valid at the time of the call-off.
3. The invalidity of individual provisions of these terms and conditions shall not affect the validity of the remaining provisions. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.
4. The place of performance for deliveries and payments is Dorsten-Wulfen.
5. If our contractual partners are merchants, legal entities under public law or special funds under public law, the place of jurisdiction for all claims shall be Dorsten. In this case, however, we shall also be entitled to pursue our rights at the buyer's place of jurisdiction.
6. German law shall apply exclusively to all contracts with us. However, the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.