General Terms and Conditions

§ 1 Preamble

1.1. These terms and conditions apply to all sales transactions of Siekmann Econosto GmbH (hereinafter referred to as “Supplier”). The Purchaser’s general terms and conditions do not apply, even if the Supplier does not expressly object. The Purchaser’s terms of purchase, verbal amendments or deviations from these terms of sale, guarantees, or collateral agreements are only legally binding for the Supplier if they are confirmed in writing by the Supplier in the contractual documents relating to the respective sale (hereinafter referred to as “Contract”). A contract is concluded – in the absence of a special agreement – upon the Supplier’s written order confirmation.

1.2. The Supplier reserves ownership and copyright rights to samples, cost estimates, drawings, and similar information of a physical and non-physical nature – including in electronic form; they may not be made accessible to third parties. The Supplier undertakes to make information and documents designated as confidential by the Purchaser accessible to third parties only with the Purchaser’s consent.

2.1. Unless otherwise agreed, prices are ex works, excluding packaging. For deliveries within Germany, value-added tax at the respective statutory rate will be added to the prices.

2.2. Unless otherwise agreed, payment is due immediately in cash and without any deduction, free of charge to the Supplier’s payment office, within thirty (30) days.

2.3. If the payment deadline is exceeded, the Purchaser will be in default without further reminder.

2.4. If the Purchaser is in default with payments, the Supplier may demand default interest at a rate of 9% above the base interest rate from the due date. The right to claim further damages due to default remains reserved.

2.5. The exercise of the right of retention or offsetting due to any counterclaims of the Purchaser disputed by the Supplier or not legally established is excluded. The exercise of the right of retention is also excluded insofar as the Purchaser’s counterclaims are not based on the same contractual relationship.

2.6. In the event of payment default, as well as in the case of justified doubts about the Purchaser’s solvency or creditworthiness, the Supplier is entitled to demand advance payment or the provision of security for outstanding deliveries and to declare all claims from the business relationship due. The obligation to deliver is suspended as long as the Purchaser is in default with a due payment.

2.7. If the Purchaser is culpably more than three months in arrears with his due payments, the Supplier may withdraw from the contract by written notification to the Purchaser and demand compensation from the Purchaser for the damage incurred. The compensation may not exceed the agreed purchase price.

3.1. The agreed delivery clauses are to be interpreted according to the INCOTERMS valid at the time of contract conclusion. In the absence of a special agreement, the delivery clause “ex works” (EXW) applies.

3.2. Insofar as acceptance is required, it is decisive for the transfer of risk. It must be carried out immediately on the acceptance date, or subsidiarily after the Supplier’s notification of readiness for acceptance. The Purchaser may not refuse acceptance if there is a non-essential defect.

3.3. If dispatch or acceptance is delayed or fails due to circumstances for which the Supplier is not responsible, the risk passes to the Purchaser from the day of notification of readiness for dispatch or acceptance. The Supplier undertakes to take out the insurances requested by the Purchaser at the Purchaser’s expense.

3.4. Delivered items, even if they have minor defects, must be accepted as fulfillment. Non-essential material defects do not constitute a delay in delivery by the Supplier. Partial deliveries are permissible.

4.1. The delivery period results from the agreements of the contracting parties. Its observance by the Supplier requires that all commercial and technical questions between the contracting parties have been clarified and that the Purchaser has fulfilled all his obligations, such as making an advance payment. If this is not the case, the delivery period will be extended appropriately. This does not apply if the Supplier is responsible for the delay.

4.2. Compliance with the delivery period is subject to correct and timely self-delivery.

4.3. The delivery period is met if readiness for dispatch has been notified. Insofar as acceptance is to take place, the acceptance date is decisive – except in the case of justified refusal of acceptance – or subsidiarily the notification of readiness for acceptance.

4.4. The delivery period will be extended appropriately in cases of force majeure according to § 10, as well as in the event of unforeseen obstacles for which the Supplier is not responsible. The aforementioned circumstances are also not the responsibility of the Supplier if they occur during an already existing delay. The Supplier will notify the Purchaser of the beginning and end of such obstacles as soon as possible.

4.5. If impossibility of delivery occurs during default of acceptance or if the Purchaser is solely or predominantly responsible for these circumstances, he remains obliged to provide consideration.

4.6. In the case of non-binding delivery periods, the Supplier will only be in default of delivery through a written request from the Purchaser, which may be made no earlier than one month after the expiry of the non-binding delivery period.

4.7. If dispatch or acceptance is delayed at the Purchaser’s request, the costs incurred by storage will be charged to him, starting one month after notification of readiness for dispatch or acceptance. For storage at the Supplier’s factory, at least 0.5% of the invoice amount will be charged for each month of storage, with the right to claim higher storage costs reserved. The Purchaser reserves the right to prove lower costs for the storage of the delivery items.

4.8. If the Purchaser does not collect goods to be collected by a bindingly agreed delivery date, he is in default of acceptance. In the case of a non-binding delivery period, the Supplier is entitled to announce to the Purchaser the possibility of collecting goods to be collected with a notice period of two weeks; if the Purchaser does not collect the goods at this time, he is in default of acceptance. The collection of goods to be collected is a primary performance obligation. Any claim for damages is set at a flat rate of 15% of the corresponding delivery value; the right to prove lower or higher damages remains reserved.

5.1. The Supplier retains title to the delivery item until full payment of the purchase price and all other claims due at the time of conclusion of the contract.

5.2. The Supplier is entitled, from the transfer of risk, to insure the delivery item at the Purchaser’s expense against theft, breakage, fire, water, and other damages, unless the Purchaser has demonstrably taken out the insurance himself.

5.3. The processing or transformation of the goods by the Purchaser is always carried out for the Supplier. If the goods are processed with other items not belonging to the Supplier, the Supplier acquires co-ownership of the new item in proportion to the value of the goods to the other processed items at the time of processing. For the item created by processing, the same applies as for the goods delivered under retention of title. The Purchaser hereby assigns to the Supplier, as security, all claims arising from the resale against third parties, or in the amount of any co-ownership share. The Purchaser is entitled to sell goods subject to retention of title in the ordinary course of business and to collect the claims assigned to the Supplier himself. Other dispositions are not permitted to him.

5.4. In the event of contractual misconduct by the Purchaser, in particular in the event of payment default, the Supplier is entitled to take back the delivery item after a reminder, and the Purchaser is obliged to surrender it. The assertion of the retention of title and the seizure of the delivery item by the Supplier are not considered a withdrawal from the contract, which can only be made by written declaration and without setting a deadline.

5.5. The application for the opening of insolvency proceedings entitles the Supplier to withdraw from the contract and to demand the immediate return of the delivery item.

For material and legal defects of the delivery, the Supplier is liable, excluding further claims – subject to § 8 – as follows:

6.1. All parts that prove to be defective as a result of a circumstance existing before the transfer of risk shall be repaired or replaced free of charge at the Supplier’s discretion. The discovery of such defects must be reported to the Supplier immediately in writing. Replaced parts become the property of the Supplier.

6.2. The Supplier is not liable for defects or damages based on the following reasons: unsuitable and improper use, faulty or negligent assembly, commissioning, operation, handling, maintenance, repair, construction work, chemical, electrochemical or electrical influences, unless caused by the Supplier, natural wear and tear, changes or repairs by the Purchaser or third parties without the Supplier’s prior consent, materials provided by the Purchaser or construction prescribed by him, deviation from the contractually intended or assumed installation or operating conditions.

6.3. The Purchaser must give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the Supplier, after consultation with the Supplier; otherwise, the Supplier is released from liability for the resulting consequences. Of the costs arising from the repair or replacement delivery, the Supplier bears – insofar as the complaint proves to be justified – the costs of the replacement part including dispatch, as well as the reasonable costs of removal and installation, and furthermore, if this can reasonably be demanded given the circumstances of the individual case, the costs of the necessary provision of his fitters and assistants. Additional expenses required for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, shall be borne by the Purchaser, insofar as the expenses increase because the delivery item has been moved to a location other than the place of delivery.

6.4. The Purchaser has a right to withdraw from the contract within the framework of legal provisions if the Supplier – taking into account the statutory exceptions – allows a reasonable deadline set for repair or replacement delivery due to a material defect to expire fruitlessly. If there is only an insignificant defect, the Purchaser is only entitled to a right to reduce the contract price. The right to reduce the contract price is otherwise excluded.

6.5. If the Purchaser or a third party improperly repairs, the Supplier is not liable for the resulting consequences. The same applies to changes made to the delivery item without the Supplier’s prior consent.

7.1. As specified in the Code of Conduct, the Supplier and its employees are committed to professional and honest conduct, which includes compliance with legal regulations and ethical standards. The Supplier also expects corresponding conduct from its business partners. In the event of violations of legal regulations by the Purchaser, in particular in the case of corrupt or fraudulent acts, the Supplier is entitled to terminate without notice. The Supplier reserves the right to claim damages.

7.2. The fulfillment of the contract by the Supplier is subject to the proviso that there are no obstacles due to national or international foreign trade regulations, as well as no embargoes or other sanctions.

7.3. The Purchaser must inform the Supplier immediately if the delivery item is to be delivered for final use to a country or to a natural or legal person subject to export restrictions or embargoes. The same applies if the Purchaser subsequently becomes aware of this fact. The Purchaser is responsible for obtaining the corresponding export permits, unless the Supplier has expressly undertaken to obtain them. In any case, delivery will only take place after a corresponding permit has been issued; the delivery dates will be adjusted accordingly. If a permit is not issued within a reasonable time, the parties are entitled to terminate the contract. In this case, the Supplier reserves the right to claim damages.

8.1. The Supplier is only liable for damages in cases of intent, gross negligence, and slight negligence in violating essential contractual obligations, as well as in the absence of warranted characteristics. In the event of slight negligence in violating essential contractual obligations, liability is limited in amount to the typically foreseeable damage. Essential contractual obligations are obligations that enable the execution of the contract in the first place and on whose compliance the customer can regularly rely. Liability for indirect and unforeseeable damages, loss of production and use, loss of profit, missed savings, and financial losses due to third-party claims is excluded in the case of slight negligence.

8.2. Insofar as the liability of the Supplier is excluded or limited, this applies accordingly to the personal liability of employees, legal representatives, and vicarious agents.

8.3. The statutory regulation on the burden of proof remains unaffected by this.

8.4. The foregoing limitations of liability do not apply to claims under the Product Liability Act, for damages resulting from injury to life, body or health, or property damage to privately used items.

8.5. Furthermore, the Supplier is only liable in cases where the product has been used as intended according to the present operating instructions or has undergone foreseeable misuse.

All claims of the Purchaser – regardless of the legal grounds – become time-barred within 12 months from notification of readiness for dispatch or acceptance. For intentional or fraudulent conduct, as well as for claims under the Product Liability Act, the statutory periods apply. For replacement delivery and repair, the limitation period begins anew in each case. It finally ends no later than 24 months after the transfer of risk for the delivery item.

10.1. Each party is entitled to suspend the fulfillment of its contractual obligations to the extent that such fulfillment is rendered impossible or unreasonably difficult by the following circumstances: labor disputes and all circumstances beyond the control of the parties such as fire, armed conflict, war, general mobilization, insurrection, terrorist acts, requisition, confiscation, embargo, restrictions on energy consumption, and natural disasters. If such a circumstance occurred before the conclusion of the contract, it only entitles the party to suspend the fulfillment of contractual obligations insofar as its effects on the fulfillment of the contract were not yet foreseeable at the time of conclusion of the contract.

10.2. The party invoking force majeure must notify the other party immediately and in writing of the occurrence and termination of such a circumstance.

10.3. Each party has the right to terminate the contract by written notice to the other party if the suspension of the fulfillment of the contract according to § 10.1 lasts longer than six months.

11.1. The Purchaser is only entitled to withdraw in the cases of §§ 4.5 and 6.4.

11.2. The Purchaser’s right of withdrawal is limited to the defective or delayed part of the delivery, unless he has a legitimate interest in refusing the entire delivery.

11.3. If the Purchaser terminates without having a right of termination according to § 10.3 or a right of withdrawal according to § 11.1, the termination is free of charge if it reaches the Supplier within one week of receipt of the order. If the termination occurs later, the Supplier is entitled to payment of the contract price minus the expenses saved by the termination.

12.1. The contract is governed by German law, excluding conflict of laws and the Vienna UNCITRAL Sales Convention (CISG).

12.2. For all disputes arising from the contractual relationship, the civil courts in Dortmund have jurisdiction. The Supplier is further entitled to sue the Purchaser, at its discretion, at the court of the Purchaser’s registered office or branch, or at the court of the place of performance.

Should any provision in these terms or in the contract prove to be void, ineffective, or unenforceable, the validity of the remaining provisions shall remain unaffected. However, in such a case, the Purchaser and the Supplier are obliged to negotiate in good faith and agree on the replacement of the respective provision with a valid and enforceable provision that corresponds as closely as possible to the purpose of the original provision.

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