General purchasing terms for VBH Deutschland GmbH, esco Metallbausysteme GmbH

As at: 1 June 2008

We hereby order exclusively on the basis of our general purchasing terms:

1. General – area of applicability

(1) Our purchasing terms apply exclusively. We do not recognise terms issued by the supplier that are contrary to or deviate from our own, unless we have explicitly agreed to their validity in writing. Our purchasing terms shall also apply in such cases where we unconditionally accept deliveries from a supplier despite knowing that said supplier’s terms are contrary to or deviate from our own. These terms shall also apply for all future business conducted by the contractual parties.

(2) All agreements reached between us and the supplier in relation to the contract shall be documented in writing in this contract. Any oral ancillary agreements made are ineffective and non-binding. Oral agreements or declarations of any persons who have not been specially authorised by us in this regard shall be effective only if they have been confirmed in writing by management. Revocation of this requirement for the written form is not possible orally and itself requires a written agreement.

(3) Our purchasing terms apply only with respect to business enterprises.

(4) If the supplier requests a simple or an extended reservation of title with respect to the goods, this is permissible only with our written consent before the contract is concluded.

2. Offer – offer documents

(1) Orders and agreements shall be binding only when they are confirmed by us in writing. The supplier shall provide written confirmation of the order within three working days of our placing the order. If this period elapses without receipt of written confirmation, we shall no longer be bound by the order. If our order does not include a price or a delivery period, and if the supplier includes a price or a delivery period in their order confirmation, the agreement shall not become binding until the stated price and delivery period are confirmed by us in writing.

(2) We are entitled to specify the performance. We are entitled to request changes to the items ordered even after the contract has been concluded insofar as any such request is reasonable for the supplier and our operations are able to accommodate such services. In the event of such contractual changes, the effects on both parties – especially with regard to additional and reduced costs – shall be taken into appropriate account and a new price shall be agreed upon.

3. Delivery time

(1) The delivery time specified in the order is binding and constitutes a fixed date within the meaning of a fixed-period commercial transaction according to Section 376 of the German Commercial Code. If the expected delivery date is specified as a calendar week, the last working day of this calendar week shall apply as the fixed date. Since we are obliged to render deliveries and services on a time-limited basis, we depend on the timely provision of services by the supplier. The supplier is not entitled to invoke non-timely self-delivery because they are obliged to ensure that the agreed delivery deadline is met. Fault shall thus be assumed in the event that a delivery deadline passes without a delivery being made. The contractor is at liberty to provide counter-evidence demonstrating the absence of fault. The contractor shall answer for any form of negligence or wilful intent.

(2) The delivery period starts on the order date. As soon as the supplier establishes that it is not possible to supply the delivery in full or in part by the agreed deadline, they shall inform us immediately, stating the reasons for it and the expected length of the delay.

(3) In case of default of delivery, we are entitled to claim for each commenced working day 0.3% of the agreed price of the overall delivery, though no more than 5%. Further statutory rights remain unaffected. The resulting lump-sum damage caused by delay shall be counted towards any further claims for damages. Any claims for damage caused by delay may be asserted even if the delivery is accepted without reservation. The supplier is entitled to demonstrate to us that either no or very little damage has occurred as a result of the delay.

4. Transfer of perils / documents / part-deliveries

(1) Unless otherwise agreed upon in writing, all deliveries shall be made at the supplier’s risk. The supplier shall also pay the transportation costs. If a special agreement has been reached to the effect that we shall pay the freight costs, the supplier shall choose the mode of dispatch that is most cost-effective for us. The supplier shall pay any additional costs and other expenses.
In this case, too, the risk shall not be transferred to us until the goods are received on our premises. If it has been agreed that the delivery shall be made to a location other than the place of performance, the risk shall not be transferred until the goods are received at the other location. 

(2) Two copies of the delivery note shall be included with each delivery. The delivery notes shall include at least our order number, our article numbers, our article designation and the number of pieces ordered per item.

(3) Part-deliveries are permissible only with express written permission.

5. Price/payment terms

(1) The price specified in the order is binding. Unless otherwise agreed, the specified prices are fixed prices including packaging and dispatch and are “free on the ramp” at the delivery address specified by us.

(2) The statutory VAT is included in the price.

(3) We can review invoices only if they – in accordance with the specifications in our order – contain the order number stated therein. The supplier shall be held responsible for all consequences arising due to non-compliance with this obligation, unless the supplier can prove that they were not responsible.

(4) Unless otherwise agreed, we shall pay invoices either within – depending on the receipt of the invoice and the goods – 30 days with a 5% cash discount or within 60 days on net terms. The payment period shall begin not before the agreed delivery date and only after the client has received the invoice,

(5) The rights of offsetting and retention shall apply to us to the extent allowed under the law.

6. Defects investigation – liability for defects

(1) The supplier shall guarantee that the delivery item shall be free from defects when it is handed over to us, possesses any guaranteed properties and complies with the current state of the art, particularly in terms of the relevant laws, safety and accident prevention regulations and the usual technical standards (e.g. DIN/EN or VDE).

Insofar as the supplier guarantees, this shall also apply to components manufactured by any subcontractors.

(2) Upon receipt of the products purchased from the supplier, we are obliged to inspect them for any deviations in quality and quantity. We shall immediately notify the supplier of any deficiencies. Deficiencies shall be deemed to have been notified to the supplier in time within five working days from goods receipt or, in the case of hidden defects, from the time at which they are discovered.

(3) We are entitled to the statutory liability claims in full; in any case, we are entitled to demand from the supplier either elimination of the defect or delivery of a defect-free product, at our choice. The right to compensation – in particular the right to compensation in place of delivery – remains explicitly reserved.

(4) We are entitled to correct the defect ourselves at the expense of the supplier in the case of imminent danger or urgency and if the defect is not corrected despite the fact that a reasonable deadline was set. In cases of imminent danger due to urgency and it is not possible to set a deadline, it is sufficient simply to inform the supplier.

(5) The limitation period is 36 months from the transfer of risk. Longer statutory limitation periods shall remain unaffected.

7. Product liability / indemnity / indemnity insurance

(1) If the supplier is responsible for damage to the product, they are obliged to indemnify us on first demand from third-party damage claims if the causes lie within the supplier's organization and sphere of control.

(2) As part of their liability for cases of damage within the meaning of the above paragraph, the supplier is also obliged to demand reimbursement for any expenditures in accordance with Sections 683 and 670 of the German Civil Code and Sections 830, 840 and 426 of the German Civil Code (similarly) that arise from or in connection with a recall campaign conducted by us. This also applies in case of discernible or impending serial defects. We will inform the supplier as soon as is reasonably possible over the content and scope of any necessary recall measures and give the supplier the opportunity to make a statement. Other legal claims shall remain unaffected.

(3) The supplier is obliged to obtain insurance cover for this liability risk and to provide us with proof of insurance cover upon demand.

8. Confidentiality

The supplier is obliged treat with strict confidentiality all documentation and information received from companies associated with the client group or from third parties on their behalf relating to the items to be delivered, the end products and operational processes associated with the delivery contract, to not disclose these to third parties and to use them exclusively for the purpose of cooperation with companies associated with the client group. This shall apply regardless of whether we have expressly defined said documentation and information as confidential or secret or whether said documentation and information contain business or operational secrets. The supplier shall impose this duty of confidentiality on all employees and agents who, through their work, could potentially gain knowledge of the cooperation between the contractual partners.

9. Property rights

(1) In cases of their culpable violation, the supplier shall be held responsible for ensuring that the use of the delivered items neither violates any property rights or other rights or exposes third-party business or operational secrets. Prior to the delivery being made, the supplier is obliged to ensure that the delivered goods are free from third-party property rights. In case of procurement from other third parties, this obligation shall be passed on and documented.

(2) If a third party makes any claims against us due to a contractual infringement for which the supplier is culpable, the supplier is obliged to indemnify us from these claims upon first written request. In particular, we are not entitled to enter into any settlement with third parties without the consent of the supplier.

(3) The supplier's duty to indemnify us relates to all expenses, costs and payments of damages that necessarily arise from or in connection with claims asserted by a third party.

(4) The limitation period for the consequences of an infringement of third-party property rights is 36 months from the point at which we become aware of the infringement.

10. Compliance with accident prevention regulations

If agents of the supplier are required to work on our premises or on the premises of one of our customers, the supplier shall ensure that they comply with the relevant accident prevention regulations and VDI regulations as well as with our current operating instructions. The supplier shall be held liable for all damage that they or their agents cause either deliberately or through negligence on our or our customers’ premises. The supplier shall produce, upon request, proof of adequate indemnity insurance. However, we shall be held liable for damage only in accordance with the following provisions: we shall be held liable for any infringement for which we are responsible of material contractual obligations in accordance with the relevant legal requirements. Unless the infringement was caused deliberately or through gross negligence on our part, however, we shall be held liable only for the typically foreseeable damage. For all other breaches of duty, we shall be held liable only if the damage was caused deliberately or through gross negligence on the part of one of our legal representatives or a senior agent. This does not apply to claims asserted in accordance with the law on product liability or to damage arising from injury to life, body or health, for which we shall be held liable in accordance with the relevant legal requirements. Furthermore, claims for damages arising from breaches of duty against us are excluded.

11. Place of performance – place of jurisdiction

(1) Unless otherwise stipulated in the order, the place of performance for the delivery is also our headquarters in Korntal-Münchingen.

(2) If the supplier is a business enterprise, the place of jurisdiction is our headquarters in Korntal-Münchingen. However, we are also entitled to sue the supplier at their place of jurisdiction.

(3) The language of the contract shall be German. This shall apply to all correspondence, documents, papers, technical instructions and maintenance instructions.

(4) The law of the Federal Republic of Germany shall apply. The legal relations in connection with this contract shall be governed by German substantive law with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

General sales terms for VBH Deutschland GmbH, esco Metallbausysteme GmbH

Dated: January 2013

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I. Subject matter of contract / area of applicability

1. The following general terms of sale and delivery apply to the processing of all of our goods deliveries and associated services. Deviating agreements shall be binding only when they are confirmed by the seller in writing.

2. The following general terms of sale and delivery apply within the context of current business relations. In the case of ongoing business relations, our general terms of sale and delivery shall also apply for future business transactions, even if no express reference is made to them, provided that the buyer has previously agreed to them in an earlier order confirmed by us.

3. The seller shall not be bound by contradictory general terms of business of the contractual partner (hereinafter referred to as “buyer”), even if these are not explicitly opposed by the seller. Our general terms of sale and delivery shall also apply in such cases where we unconditionally deliver the goods to the buyer despite knowing that said buyer’s terms are contrary to or deviate from our own general terms of sale and delivery.

4. Ancillary agreements shall be binding only when they are confirmed by the seller in writing. This also applies if the above requirement for the written form itself is revised or annulled.

5. Our following sales terms apply only with respect to a company within the meaning of Section 14 of the German Civil Code, legal persons under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code.

II. Offer, prices, payments

1. For orders below a net value of €75.00, we shall add a minimum value charge of €7.50 plus the applicable VAT and, in individual cases, any applicable prior carriage charges and/or lower-quantity surcharges imposed by our sub-supplier.

2. Payment shall be made on net cash terms immediately upon delivery and proper invoicing. If another due date has been agreed upon with the buyer and if any discounts have been agreed upon, however, these shall be permissible only insofar as no other due and undisputed invoices are outstanding.

3. Timeliness of payment shall be determined on the basis of the day on which the payment is received or, in the case of checks and bills of exchange, the day on which the credit is received. Checks and bills of exchange shall be accepted only on account of performance and not instead of performance. The seller is not obliged to accept checks or bills of exchange. The seller reserves the right to return accepted bills of exchange if they are not discountable. In this case, the buyer is obliged to pay the purchase price in cash immediately.

4. All outstanding invoice amounts shall be payable immediately if payment is not made in a timely manner with checks or bills of exchange. Discount expenses shall be charged to the buyer and shall be payable immediately. For the term of a bill of exchange, the accounts receivable shall bear interest at the usual bank lending rates.

5. The buyer shall be in default of payment even without a reminder if they miss the agreed payment deadlines. For all cases of delays in payment, the seller is entitled to apply interest on arrears to the amount of at least 8% points above the currently applicable basic ECB interest rate. The seller reserves the right to assert greater damage caused by delay.

6. The seller shall in any case be obliged to fulfil contractual obligations only if the buyer’s creditworthiness is sufficient and, in case of doubt, is entitled to make delivery subject to advance payment or the prior purchase of securities as well as declare that deliveries shall be made only against cash on delivery. The seller or a VBH group company commissioned by the seller shall be authorised to obtain such information. If the financial circumstances of the buyer deteriorate significantly or this only becomes known belatedly, the seller is entitled to demand immediate payment if the buyer was granted a payment period. In this case, too, the seller is entitled to withdraw from the contract.

7. If no fixed price has been agreed upon, the seller reserves the right to make reasonable price adjustments in response to changes in the wage, material and operating costs for deliveries that occur three months or more after the contract was concluded. 

III. Offset and right of retention

1. The buyer is entitled to offset only with an undisputed or legally binding claim.

2. The buyer is entitled to claim a right of retention only when the claims originate from the same contractual relationship. Further rights of retention are excluded.

3. The buyer is entitled to make any claims against the seller only following their prior written consent. 

IV. Delivery time and delivery

1. Only delivery times that have been expressly agreed upon are binding. Our written order confirmation is decisive. Retroactive changes accepted by us may cause agreed delivery dates to be postponed by a reasonable period depending on the scope of requested changes, unless we have once again expressly demanded in writing compliance with the originally agreed date.

2. Compliance with our delivery dates is subject to delivery capacity and self-delivery. Compliance with delivery dates requires that the buyer has fulfilled all of the duties to which they are subject.

3. All deliveries shall be made ex works. The mode of dispatch shall be chosen at the discretion of the seller. The seller is entitled to charge the buyer 0.35% of the net order value for deliveries made to contractors within the meaning of Section 14 of the German Civil Code as a lump sum for toll fees without the need for special proof.

4. In the event that goods are returned voluntarily, at least 20% of the goods value shall be levied to cover processing costs. We reserve the right to impose further markdowns for the depreciation of voluntarily returned goods. The buyer shall be at liberty to prove that the return of goods has not led to any or any significantly lower depreciation than that asserted by us. Prior to dispatch, all return deliveries shall be agreed upon with the seller. The return deliveries shall be free to the door.

5. All goods that were prepared or procured specially for the buyer are excluded from the voluntary returns provision.

6. If the buyer defaults on acceptance of the goods, the seller is entitled to set a reasonable grace period and, once it has passed, to withdraw from the contract and/or claim compensation. The seller, without needing to provide special proof, is entitled to demand lump-sum compensation amounting to 20% of the purchase price unless the buyer can prove that either no damage or reduction in value occurred at all or that any resulting damage or reduction in value is considerably less than the lump sum.

7. The return of goods requires our written permission.

V. Product specifications

1. Unless expressly indicated as binding, dimensions, weights, performance data and illustrations are approximate only and non-binding. Promises and specifications require an express written declaration.

2. The agreed quality and features of the subject matter of the contract that we are obliged to provide arise exclusively from the contractual agreements concluded with the buyer. Samples, brochures and other information derived from promotional material do not constitute any guarantee of durability or quality within the meaning of Section 443 of the German Civil Code. Changes and errors in the aforementioned documentation are excepted. Pictures are merely examples of the delivered goods. Any reference to technical standards is merely an aid to describe the product and shall likewise not be interpreted as a guarantee of quality. We reserve the right to change at any time, without notice and within reasonable bounds the implementation, choice of material and design and profile design as well as to make any other changes that serve technical progress. We retain the property rights, patent rights, industrial design rights and copyright to pictures, drawings, drafts, constructions, calculations and other documentation. This shall also apply to documentation designated as “confidential”. Before passing them on to third parties, the buyer requires our express written permission. The buyer shall expressly recognise all protection rights to which we are entitled.

VI. Transfer of risk

1. When the product is delivered to the forwarding agent or carrier – although, at the latest, when the product leaves the seller’s warehouse or the factory of their supplier – the risk is transferred to the buyer, even when part-deliveries are made or the seller has provided other services.

2. If shipment is delayed owing to circumstances attributable to the buyer or shipment is delayed at the buyer’s request, the risk is transferred to the buyer as of the day on which the product is ready for shipment. However, the seller is obliged at the express written wish of the buyer and at the buyer’s expense to insure the goods stored in the seller’s warehouse in accordance with the buyer’s specifications.

3. The aforementioned requirement also applies in cases where a delivery date has not been agreed upon, provided that the risk is transferred to the buyer as of the second day after a notification has been sent confirming that the product is ready for shipment.

4. In any case, the buyer shall be responsible for unloading the delivery. This shall be performed by the buyer immediately. If the forwarding agent, carrier or their agents are involved in any way in unloading, this shall take place exclusively at the buyer’s risk and expense.

VII. Packaging/pallets

1. The type of packaging shall be chosen by us at our complete discretion. Simple packaging such as boxes and crates shall be charged to the buyer at our applicable packaging prices. In the case of deliveries abroad and provided that the packaging is not reusable, the buyer is obliged to ensure – at their own expense – that the packaging is disposed of.

2. Euro-pallets, reusable reels and other reusable containers and packaging shall initially be charged to the buyer at our applicable packaging prices. If packaging material is returned carriage paid and in reusable condition within six weeks of delivery, the buyer shall be reimbursed 100% of the calculated cost.

3. Unless otherwise expressly agreed, steel long goods pallets, reusable pallets (and accessories), reusable packaging and other transport aids shall remain the property of the seller. They shall be handled with care and indicated as our property and shall not be used for any purposes other than storing the delivered goods. The seller is entitled to demand at any time the return of transport aids. The buyer shall make the transport aids ready for collection at the time stated by the seller. If they are not returned on time or intact and this is the fault of the buyer, we are entitled to charge the buyer for an equivalent, factory-new transport aid at the current price unless the buyer can prove to us that the cost of damage incurred is less than this price. These amounts shall be payable immediately and without discount.

VIII. Retention of title

1. Until the purchase price – including any ancillary claims – has been paid in full and until all other claims arising from the business relationship with the buyer have been paid, the goods shall remain the property of the seller. Until then, the buyer is not entitled to pledge the goods to a third party or transfer ownership of these goods by way of security. The buyer shall store the reserved goods free of charge for the seller.

2. If the buyer processes, combines or blends the reserved goods with other goods, the seller shall acquire co-ownership of the new product in proportion to the invoice value of the reserved goods. The resulting co-ownership rights shall be considered as reserved goods within the meaning of Paragraph 1.

3. In the case of goods that the buyer is required to install in a third-party building as a major component owing to a contract for work, the buyer shall assign to us their claim to a debt-securing mortgage according to the law and to the value of the goods (final invoice amount including VAT).

4. The buyer is entitled to sell the reserved goods in the proper course of business, provided that they are not in arrears with payments to the seller. The buyer shall assign to the seller at this point all claims arising from the resale of the reserved goods with respect to third parties. The seller shall hereby accept the assignment. If the reserved goods are sold once they have been processed, combined or blended with other goods, assignment of the claim arising from the resale shall apply only up to 110% of the reserved goods value charged to the buyer, including statutory VAT. The same applies if the reserved goods are sold together with other goods that do not belong to the seller.

5. The buyer is entitled to collect these claims even after assignment. The seller is entitled to restrict this authorisation to collect claims for legitimate reasons and to revoke this for good cause, particularly if the buyer is in arrears with payments (e.g. application for insolvency). The seller is entitled to demand that the buyer disclose the assigned claims and the respective debtors, provide all information necessary for collection, provide the relevant documents and inform the debtors of the assignment. The seller is also entitled to disclose the assignment.

6. The seller is obliged to release the security to which they are entitled according to the aforementioned regulation at their choice and upon the buyer’s request insofar as its realisable value exceeds – not merely temporarily – the claims to be secured by 10% or more.

7. The buyer hereby declares that they shall allow the persons commissioned by the seller to collect the reserved goods to drive onto / enter the premises/building where the items are located.

8. The buyer shall inform the seller immediately and in writing of any seizure, compulsory execution or other actions by third parties that infringe upon the seller’s right of ownership. Failure to notify the seller in this respect shall shall result in immediate payment of all sums due, also insofar as bills of exchange with a later maturity date are pending. The buyer shall pay the costs of any measures taken to rectify third-party interventions, in particular any investment processes.

9. The processing or transformation of the object of purchase by the buyer shall always take place in the name of and on behalf of the seller. In this case, the seller’s expectant right to the object of purchase shall continue in relation to the transformed object. If the object of purchase is processed with other objects that do not belong to the seller, the seller shall acquire co-ownership of the new product in proportion to the objective value of the object of purchase with respect to the other processed objects at the time of processing. The same applies if the object of purchase is blended with other objects. If blending takes place such that the buyer’s object shall be considered as the main item, it shall be agreed that the buyer shall grant the seller proportionate co-ownership, thereby holding the resulting sole ownership or co-ownership for the seller. By way of security for our claims with respect to the buyer, the buyer shall also assign to us claims that accrue to them through combination of the reserved goods with a property with respect to a third party. The seller shall hereby accept the assignment immediately.

IX. Guarantee and liability

1. The agreed quality and features of the subject matter of the contract that we are obliged to provide arise exclusively from the contractual agreements concluded with the buyer. Samples, brochures and other information derived from promotional material do not constitute any guarantee of durability or quality within the meaning of Section 443 of the German Civil Code. Changes and errors in the aforementioned documentation are excepted. Pictures are merely examples of the delivered goods. Any reference to technical standards is merely an aid to describe the product and shall likewise not be interpreted as a guarantee of quality.

2. In particular, the seller shall not guarantee that the goods ordered by the buyer are suitable for the purpose that the buyer has in mind. The use designated in the contract for the goods shall be based primarily on the corresponding operating instructions. The same applies to the conventional use of the goods. During the guarantee period, the seller shall at their own discretion remedy faulty goods or provide a replacement (hereafter referred to as “supplementary performance”). If the supplementary performance is not settled within a reasonable time following initiation by the seller, the buyer is entitled to either withdraw from the contract or reduce the purchase price. Above and beyond this, the buyer is entitled to demand from the seller compensation in accordance with VIII (7) if the necessary legal preconditions are in place.

3. The guarantee period is 12 months from delivery. If the buyer resells the seller’s goods directly or indirectly to consumers, they shall ensure that the person who sells the seller’s goods to a consumer grants the consumer a guarantee period of no longer than two years from the time at which the goods are handed over.

4. Information contained in catalogues, operating instructions and so on are non-binding product descriptions only and do not constitute declarations of guarantee. The assurance of guarantees requires the seller’s written confirmation in order to be effective.

5. Obvious defects or other deficiencies with respect to the delivery item – including the absence of guaranteed or assured properties – shall be reported to the seller in writing and immediately, at the latest within three working days of the delivery item being received. Likewise, deficiencies that become apparent at a later date shall also be reported at the latest within three working days of their being discovered. The goods shall otherwise be considered to have been accepted. Deficiencies shall be reported to the seller in writing within the aforementioned period. Section 377 of the German Commercial Code shall otherwise apply.

6. The guarantee or liability shall not cover damage arising from natural wear and tear, improper operation or usage, negligent handling, excessive strain or failure to observe operating/usage instructions.

7. The seller shall not be held liable for the delivered goods being suitable for the purpose envisaged by the buyer.

8. Any compensation claims by the buyer against the seller, their legal representatives or their agents shall be excluded, unless they are based on intent or gross negligence. In accordance with the relevant legal provisions, we shall only be held liable in case of a culpable violation of a key contractual obligation. Essential contractual obligations are those whose fulfilment is crucial for the proper performance of the contract and that the buyer may expect and trust to be fulfilled at all times. In this case, however, claims for damages shall be limited to damage that is foreseeable and that can be typically expected to occur. However, the damage that can be typically expected to occur shall not in any instance exceed €500,000.00. If nothing to the contrary is specified above, compensation claims by the buyer – for whatever legal reason – shall be excluded. The above limitations of liability shall not apply insofar as our liability is mandatory, based on the provisions of product liability law in the event that life, health and physical safety have been violated, that compensation claims are asserted against us due to the absence of warranted characteristics or a defect was deliberately undisclosed. If a warranted characteristic is absent, we shall be held liable only for those damages whose absence was covered by the guarantee.

9. Deficiency claims shall be excluded if they relate only to an insignificant deviation from the agreed condition, an insignificant impairment of the usability, natural wear and tear as in the case of damage that occurs after the transfer of risk as a consequence of incorrect or negligent handling, excessive strain, unsuitable operating equipment, deficient construction works, inappropriate building ground or as a consequence of special external influences not provided for in the contract. Deficiency claims shall also be excluded in the case of subsequent, poorly executed repairs, modifications and similar.

10. After processing or cutting of the goods, complaints of defects shall be excluded.

X. Place of performance and place of jurisdiction

1. The place of performance and place of jurisdiction for the obligations of both parts from all relationships is Korntal-Münchingen, insofar as the contractual partner is a buyer or legal person under public law. This shall also apply to disputes relating to bills of exchange and cheques.

2. If the seller sells goods on the internet and neither the seller nor buyer use digital signatures, any disputes arising in connection with online transactions – at the seller’s choice – shall be bindingly settled according to the rules of arbitration stipulated by the German Institution for Arbitration (DIS) without recourse to ordinary courts of law. The venue of the arbitration process is the seller’s headquarters. Three arbitrators shall be appointed. The arbitration process shall be conducted in German. The court of arbitration permits the use of electronic certificates as evidence. The legal dispute shall be settled according to German law.

3. German civil law shall substantively apply. Application of the CISG (Convention on the International Sale of Goods) is excluded.

4. The details provided by the buyer shall be stored and processed on IT systems to the extent permitted by the Federal Data Protection Act (Sections 28 and 29 of the Federal Data Protection Act).

If any provision contained in these general terms of sale and delivery or any provision applicable within the context of other agreements is or becomes invalid, this shall not render invalid any other provisions or agreements.