Part 1: General Terms and Conditions of Purchase (GTCP)

§ 1 Scope of application, form

(1) These General Terms and Conditions of Purchase (GTCP) shall apply to all business relationships
with our suppliers (“vendors”). The GPC shall only apply if the seller is an entrepreneur (§ 14
BGB), a legal entity under public law or a special fund under public law
is.
(2) The GPC shall apply in particular to contracts for the sale and/or delivery of movable goods.
things (“goods”). Unless otherwise agreed, the GPC shall apply in the version valid at the time of our order.
valid or in any case in the version last communicated to the seller in text form as a framework agreement
also for similar future contracts, without us having to refer to them again in each individual case.
they would have to point out.
(3) These GPC shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions
The seller’s terms and conditions shall only become part of the contract if and insofar as we agree to them.
have expressly agreed to its validity in writing. This approval requirement applies in all cases,
for example, even if the seller refers to its general terms and conditions in the order confirmation
and we do not expressly object to this.
(4) Legally relevant declarations and notifications by the seller in relation to the contract (e.g. setting a deadline,
reminder, withdrawal) must be submitted in writing. Written form within the meaning of these GPC includes
written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and others
Evidence, particularly in the event of doubts about the legitimacy of the declarant, remains unaffected.
(5) References to the applicability of statutory provisions are for clarification purposes only. Even without
such clarification, the statutory provisions therefore apply, insofar as they are not contained in these GPCs.
be directly amended or expressly excluded.

§ 2 Conclusion of contract

(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. On obvious
Errors (e.g. typing and calculation errors) and incompleteness of the order including
of the order documents for the purpose of correction or completion, the seller shall
before acceptance; otherwise the contract shall be deemed not to have been concluded.
(2) The Seller is obliged to confirm our order in writing within a period of two weeks.
or in particular by dispatching the goods without reservation (acceptance).
(3) Delayed acceptance shall be deemed a new offer and requires acceptance by us.

§ 3 Delivery time and delay in delivery

(1) The delivery time specified by us in the order is binding and an essential contractual obligation.
If the delivery time is not specified in the order and has not been agreed otherwise,
is three weeks from the conclusion of the contract. The seller is obliged to inform us immediately in writing
if, for whatever reason, the agreed delivery times are likely to be exceeded.
cannot be complied with.
(2) If the seller does not provide its service or does not provide it within the agreed delivery time or
If he is in default, our rights – in particular to withdraw from the contract and to claim damages
– in accordance with the statutory provisions. The regulations in para. 3 remain unaffected.
(3) If the Seller is in default, we may – in addition to further statutory claims – claim liquidated damages.
Compensation of our damage caused by delay in the amount of 1% of the net price per completed calendar week
but not more than 5% of the net price of the goods delivered late. Us
reserves the right to prove that higher damages have been incurred. The seller retains the
We reserve the right to prove that no damage at all or only significantly less damage has been incurred.

§ 4 Performance, delivery, transfer of risk, default of acceptance

(1) Without our prior written consent, the Seller shall not be entitled to change the goods owed by him.
services by third parties (e.g. subcontractors). The seller shall bear the
procurement risk for its services, unless otherwise agreed in individual cases (e.g.
Restriction to stock). (2) Delivery shall be made DDP (in accordance with Incoterms 2020 or the respective current version) to the address specified in the
Order specified location. If the destination is not specified and nothing else has been agreed,
the delivery must be made to our place of business in Delmenhorst (assigned loading ramp).
The respective destination is also the place of performance for the delivery and any subsequent performance
(debt to be discharged).
(3) The delivery shall be accompanied by a delivery bill stating the date (issue and dispatch), contents of the
delivery (article number and quantity) and our order identification (date and number).
If the delivery bill is missing or incomplete, we shall be liable for any resulting delays in delivery.
processing and payment. Separate from the delivery bill, we require a corresponding
dispatch note with the same content.
(4) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon delivery of the goods.
to us at the place of performance. Insofar as acceptance has been agreed or, due to the nature of the contract
is required, this is decisive for the transfer of risk. The following also apply in the event of acceptance
the statutory provisions of the law on contracts for work and services shall apply accordingly. The handover or acceptance
The same applies if we are in default of acceptance.
(5) The statutory provisions shall apply to the occurrence of our default of acceptance. The seller must
expressly offer us his services, however, even if for an action or cooperation
a specific or determinable calendar time has been agreed on our part (e.g. provision of material)
is. If we are in default of acceptance, the seller may claim compensation in accordance with the statutory provisions.
of his additional expenses (§ 304 BGB). If the contract relates to a product to be manufactured by the seller,
non-fungible item (individual production), the seller shall only be entitled to further rights
if we have undertaken to cooperate and are responsible for the failure to cooperate.

§ 5 Prices and terms of payment

(1) The price stated in the order is binding. All prices are inclusive of statutory VAT.
VAT if this is not shown separately.
(2) Unless otherwise agreed in individual cases, the price shall include all services and ancillary services.
of the seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper
Packaging, customs duties, transportation costs including any transport and liability insurance)
in.
(3) The agreed price shall be paid within 30 calendar days of complete delivery and performance.
(including any agreed or required acceptance) as well as receipt of a proper
Invoice due for payment. If we make payment within 14 calendar days, we will grant
The seller shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment is
in good time if our transfer order is received by our bank before expiry of the payment deadline;
We are not responsible for delays caused by the banks involved in the payment process.
(4) We do not owe any maturity interest. The statutory provisions shall apply to default of payment.
(5) Rights of set-off and retention as well as the defense of non-performance of the contract shall be excluded.
to us to the extent permitted by law. In particular, we are entitled to withhold payments due,
as long as we still have claims against the seller arising from incomplete or defective services.
are entitled to.
(6) The Seller shall only have a right of set-off or retention on the basis of legally established claims.
or undisputed counterclaims.

§ 6 Confidentiality and retention of title

(1) Illustrations, plans, drawings, calculations, instructions for execution, product descriptions
and other documents as well as samples, specimens, etc. (hereinafter: Documents).
We reserve all property rights and copyrights. Such documents are to be used exclusively for the contractual
service and to return it to us after completion of the contract. Towards third parties
the documents must be kept secret, even after termination of the contract. The confidentiality obligation
shall only expire if and to the extent that the knowledge contained in the documents provided
has become generally known. Special confidentiality agreements and legal regulations
on the protection of secrets remain unaffected.
(2) The above provision shall apply mutatis mutandis to substances and materials (e.g. software, finished and
semi-finished products) as well as for tools, templates, samples and other items that we provide to the
Provide seller for production. Such items are – as long as they are not processed
– separately at the seller’s expense and to a reasonable extent against destruction.
and loss.(3) Any processing, mixing or combining (further processing) of provided objects
by the seller is carried out for us. The same applies to further processing of the
delivered goods by us, so that we are deemed to be the manufacturer and are responsible for the further processing of the goods at the latest.
acquire ownership of the product in accordance with the statutory provisions.
(4) The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the price.
to take place. However, in individual cases, if we accept an offer from the buyer that is conditional on the
seller for transfer of ownership, the seller’s retention of title expires at the latest upon payment of the purchase price
for the delivered goods. We remain in the ordinary course of business even before payment of the purchase price
for the resale and/or further processing of the goods with advance assignment of the
arising from this (alternatively, the validity of the simple authorization limited to the resale).
extended retention of title). This excludes all other forms of
of the retention of title, in particular the extended, the forwarded and the further processing
extended retention of title.

§ 7 Defective delivery

(1) For our rights in the event of material defects and defects of title of the goods (including incorrect and short deliveries)
as well as improper assembly/installation or inadequate instructions) and in the case of other
breaches of duty by the seller, the statutory provisions shall apply and, exclusively to our
In favor, the following additions and clarifications.
(2) In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods are
the goods have the agreed quality when the risk passes to us. As an agreement on the quality
In any case, those product descriptions which – in particular by designation or reference
in our order – are the subject of the respective contract or in the same way
how these GPCs were included in the contract. It makes no difference whether the product description
originates from us, the seller or the manufacturer.
(3) In the case of goods with digital elements or other digital content, the seller is obliged to provide
and updating of the digital content, at least to the extent that this results from a quality agreement.
acc. Abs. 2 or other product descriptions of the manufacturer or in his
Order, esp. on the Internet, in advertising or on the product label.
(4) We shall be entitled to inspect the goods or make special inquiries about any defects in the case of
not obliged to conclude a contract. Partially deviating from § 442 para. 1 sentence 2 BGB, we are entitled to claims for defects
therefore also be entitled without restriction if the defect is attributable to us at the time of conclusion of the
remained unknown due to gross negligence.
(5) The statutory provisions shall apply to the commercial obligation to inspect and give notice of defects
(§§ 377, 381 HGB) with the following proviso: Our duty to inspect is limited to defects,
which are inspected during our incoming goods inspection under external examination, including the delivery documents
(e.g. transport damage, incorrect or short delivery) or if we are not aware of any defects.
quality control in the sampling procedure are recognizable. Insofar as acceptance has been agreed or
is required, there is no obligation to inspect. Moreover, it depends on the extent to which a
Investigation taking into account the circumstances of the individual case in the ordinary course of business
is feasible. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding
our duty of inspection, our complaint (notification of defects) shall in any case be deemed to be immediate and
in good time if they are reported within five working days of discovery or, in the case of obvious defects,
is dispatched after delivery.
(6) Subsequent performance shall also include the removal of the defective goods and reinstallation, provided that
the goods are incorporated into another item in accordance with their nature and intended use or attached to a
other item was installed before the defect became apparent; our legal right to
Reimbursement of corresponding expenses (removal and installation costs) remains unaffected. The information provided for the purpose of
inspection and subsequent performance, in particular transportation, travel, labor and
The seller shall bear the material costs and, if applicable, the removal and installation costs, even if it turns out to be the case,
that there was in fact no defect. For materials that are mixed with other materials
and which can no longer be reconstituted into their individual components, are liable for
the supplier for all materials used. Our liability for damages in the event of unjustified requests to remedy defects shall remain unaffected; however, we shall only be liable in this respect if we recognized or were grossly negligent in not recognizing that there was no defect.
(7) Notwithstanding our statutory rights and the provisions in para. 6 applies: If the seller
its obligation to subsequent performance – at our discretion by remedying the defect (subsequent improvement)
or by delivery of a defect-free item (replacement delivery) – within a period set by us,
reasonable period of time, we can remedy the defect ourselves and demand that the seller
demand reimbursement of the necessary expenses or a corresponding advance payment.
If the subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to special
urgency, a threat to operational safety or the imminent occurrence of disproportionate
damage), no deadline needs to be set; we will inform the seller of such circumstances without delay,
beforehand if possible.
(8) Otherwise, in the event of a material defect or defect of title, we shall be liable in accordance with the statutory provisions for
reduction of the purchase price or to withdraw from the contract. In addition, after the
statutory provisions to claim compensation for damages and expenses.

§ 8 Guarantees, properties, quality and supplier requirements, exclusion of assignment

(1) The seller guarantees that all deliveries comply with the regulations of the place of delivery. This
applies, in particular, to goods-specific quality, packaging, declaration, labeling and
safety regulations and all other public law regulations to be complied with.
(2) In particular, the seller guarantees that goods delivered by him at the time of the transfer of risk
the legal requirements applicable at the place of delivery and the recognized rules of technology
and relevant DIN standards, statutory directives and regulations. This applies
regardless of whether the seller himself is the manufacturer of the delivered goods or only a dealer of the goods.
goods.
(3) The Seller undertakes to regularly monitor compliance with the aforementioned regulations.
We will only accept the seller’s goods if they comply with all the requirements of the contract.
is sufficient. The Seller shall also bear the procurement risk for its services, subject to
otherwise agreed, for example if the delivery is limited to stock.
(4) We are entitled to have the contractual products inspected. These tests can also be carried out before or
be carried out during delivery.
a) In this respect, the seller authorizes us to carry out inspections during normal business hours.
and quality controls at the seller’s premises/production or storage site
ourselves or through third parties (audit), insofar as it concerns goods that are also manufactured for us.
become.
b) Upon request, the Seller shall provide us with documents and documentation that support quality assurance.
free of charge, stating the manufacturer.
c) Any change in quality parameters and product compositions of goods for us shall be notified to the
seller to obtain our prior written approval. The seller shall at all times and without being asked
submit current quality certificates in accordance with the contractual agreements.
(5) The Seller and third parties engaged by the Seller are obliged to conduct their business activities
strictly in accordance with the existing statutory provisions and other regulations.
(6) The Seller shall only be entitled to make significant changes to the goods with our prior written consent.
obligations arising from the contractual relationship by third parties.
(7) The seller is not entitled to assign his claims from the contractual relationship to third parties.
This does not apply to monetary claims.

§ 9 Supplier recourse

(1) Our statutory claims for expenses and recourse within a supply chain
(supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 (5), 327u BGB), we are entitled to the following rights in addition to
the claims for defects without restriction. In particular, we are entitled to specify the exact type of subsequent performance
(rectification or replacement delivery) from the seller, which we can demand from our customer.
in individual cases; in the case of goods with digital elements or other digital content, this applies
also with regard to the provision of necessary updates. Our legal right to vote
(§ 439 para. 1 BGB) is not restricted by this.(2) Before we assert a claim for defects asserted by our customer (including reimbursement of expenses
acc. §§ 445a para. 1, 439 para. 2, 3, 6 p. 2, 475 para. 4 BGB), we will notify the seller and request a written statement of the facts.
Request a statement. If a substantiated statement is not made within a reasonable period of time
and if no amicable solution is reached, the compensation actually granted by us shall apply.
claim for defects as owed to our customer. In this case, the seller is responsible for providing evidence to the contrary.
(3) Our claims arising from supplier recourse shall also apply if the defective goods are caused by
us, our customer or a third party, e.g. by fitting, mounting or installation, with a
product or processed in any other way.

§ 10 Product liability

(1) If the seller is responsible for product damage, he shall indemnify us against claims by third parties in this respect.
as the cause lies within his sphere of control and organization and he is in the
liable itself in the external relationship.
(2) Within the scope of his obligation to indemnify, the seller shall bear expenses in accordance with. §§ 683, 670
BGB that arise from or in connection with a claim by a third party, including
of recalls carried out by us. On the content and scope of recall measures
we will inform the seller – as far as possible and reasonable – and give him the opportunity to comment.
give. Further legal claims remain unaffected.
(3) The Seller shall take out product liability insurance with an appropriate lump-sum coverage.
– but at least in the amount of € 2 (two) million per personal injury/property damage claim
and to entertain.
(4) Upon request, the seller shall provide us with a copy of the corresponding insurance policy at any time as proof of cover.
liability policy together with proof of the scope of cover.
(5) The Seller shall be obliged to inform us immediately of any legal action brought against him or the assertion of claims against him.
of claims that are attributable to a defective product supplied by him
(product damage), and to provide us, at our request, with all the information necessary for an inspection and
The company is obliged to provide the documents required for the response (e.g. initiation of recall measures).
(6) The required notification of the relevant competent authority in accordance with the provisions of the Equipment
and Product Safety Act or the law valid at the time of the product damage
in consultation with the seller.

§ 11 Property rights

(1) In accordance with the following para. (2) guarantees that the goods supplied by him
goods do not infringe any third-party rights, in particular third-party property rights in countries of the European Union.
Union and the European Free Trade Association (EFTA) or other countries in which it has the
goods or has them manufactured.
(2) The Seller shall be obliged to indemnify us upon first written request against all claims and claims of third parties.
resulting from this, with effect for the past and the future and equally
on whatever legal grounds, which third parties may assert against us on account of the claims referred to in the above para. (1) infringement
of industrial property rights.
(3) This right to indemnification shall not apply insofar as we have asserted these third-party claims against ourselves.
caused or contributed to by gross negligence or willful misconduct.
(4) This claim for indemnification shall also not exist if the seller proves that he is responsible for the
infringement is neither responsible for the infringement of property rights nor, if due commercial care was exercised at the time
of the delivery.
(5) Our further statutory claims due to defects of title of the delivered goods shall remain unaffected.
are not affected by this.
(6) The seller’s obligation to indemnify shall apply to all expenses incurred by us as a result of or in connection with
necessarily arise in connection with the claim by a third party.
(7) In addition, the Seller shall reimburse us for all necessary expenses in connection with our
Claims by third parties in accordance with the above para. (2) to be reimbursed.

§ 12 Statute of limitations

(1) The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions,
unless otherwise specified below.
(2) Notwithstanding §§ 438 para. 1 No. 3, 634a para. 1 No. 1 BGB, the general limitation period is
4 (four) years from the transfer of risk for claims for defects. Insofar as acceptance has been agreed
the limitation period begins with acceptance. Longer statutory limitation periods due to defects shall remain unaffected.
This applies in particular to claims for defects that are based on a right in rem of a third party.
third party, on the basis of which the return of the purchased item can be demanded, or in another
registered in the land register (§ 438 Para. 1 No. 1 BGB) and for claims based on
Defects in a building or defects in products which, in accordance with their normal use
have been used for a building and have caused the defectiveness of the building or
a work whose success consists of planning or supervision services for a building (§§
438 para. 1 no. 2, 634 a para. 1 No. 2 BGB). Furthermore, claims arising from defects of title shall become time-barred in
no case as long as the third party still asserts the right against us – in particular in the absence of a limitation period.
can make.
(3) The limitation periods of the law on sales including the above extension shall apply – in the statutory
Scope and subject to the limitation period under the contract for work in accordance with the above para. 2 – for all
contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect
the regular statutory limitation period applies (§§ 195, 199 BGB),
if the application of the limitation periods of the law on sales does not lead to a longer limitation period in individual cases.
leads.

§ 13 Choice of law and place of jurisdiction

(1) These GTCP and the contractual relationship between us and the Seller shall be governed by the law of the Federal Republic of Germany.
Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law
or a special fund under public law, the exclusive – also international – place of jurisdiction is
for all disputes arising from the contractual relationship, our registered office in Delmenhorst,
if the seller has its registered office in the Federal Republic of Germany or in a state of the
European Union (EU). However, in all cases we are also entitled to bring an action at the place of performance.
the delivery obligation acc. these GPC or an overriding individual agreement or on the general
place of jurisdiction of the seller. Overriding statutory provisions, in particular those relating to exclusive
responsibilities remain unaffected.
(3) If the Seller’s registered office is not in the Federal Republic of Germany or in a state of the
European Union (EU), the following arbitration agreement is concluded:
All disputes arising in connection with this contract or its validity,
shall be conducted in accordance with the Arbitration Rules of the German Institution of Arbitration.
(DIS) in the version valid at the time of initiation, excluding recourse to the ordinary courts of law.
decided. The place of arbitration is Oldenburg. The language of the arbitration proceedings is
German. The arbitration tribunal shall base its decision on the agreed substantive
Right to meet. Decisions are made by three arbitrators, whereby the chairman
must be qualified to hold judicial office.

Part 2: General Terms and Conditions of Delivery and Service (ALB)

§ 1 Scope of application, form

(1) These General Terms and Conditions of Delivery and Service (GTCSD) apply to all our business relationships
with our customers (“buyers”). The ALB only apply if the buyer is an entrepreneur
(§ 14 BGB), a legal entity under public law or a special fund under public law
is.
(2) The ALB shall apply in particular to contracts for the sale and/or delivery of movable goods.
things (“goods”). Unless otherwise agreed, the ALB apply in the version valid at the time of the order.
of the buyer or in any case in the version last communicated to him in text form as a framework agreement
also for similar future contracts, without us having to refer to them again in each individual case.
would have to point out.
(3) Our ALB apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions
The buyer’s terms and conditions shall only become an integral part of the contract if and insofar as we have accepted them.
have expressly agreed to its validity. This approval requirement applies in all cases, for example
even if the buyer refers to his general terms and conditions in the context of the order and we have given the
do not expressly object.
(4) Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting a deadline,
notice of defects, withdrawal or reduction) must be submitted in writing. Writing in the sense of
of these ALB includes written and text form (e.g. letter, e-mail, fax). Legal formal requirements
and further evidence, particularly in the event of doubts about the legitimacy of the declarant, remain
untouched.
(5) References to the applicability of statutory provisions are for clarification purposes only. Even without
such clarification, the statutory provisions therefore apply, insofar as they are not contained in these ALB.
be directly amended or expressly excluded.

§ 2 Conclusion of contract

(1) Our offers are subject to change and non-binding. This also applies if we provide the buyer with catalogs,
Documentation (e.g. drawings, plans, calculations, costings, cost estimates, references)
to DIN standards, samples, etc.), other product descriptions or documents – also in
electronic form – which in themselves do not constitute offers in the legal sense
and to which we reserve property rights and copyrights.
(2) The order of the goods by the Buyer shall be deemed a binding contractual offer. Insofar as
the order, we are entitled to revoke this contractual offer within four weeks.
weeks after its receipt by us.
(3) Acceptance can be made either in writing (e.g. by our order confirmation) or by delivery of the goods.
of the goods to the buyer or by making the goods available for collection by and notifying the buyer of
of readiness for shipment to the buyer.

§ 3 Subject matter of the contract

(1) The quality of the goods owed by us results from the product description or
Specification of the respective product. Information in data sheets and in media and documents such as
on our website or advertising brochures, such as illustrations, drawings, quality descriptions, etc. contained therein,
Quantities, weights and dimensions are approximate values only.
(2) All samples and documents made available to the Buyer by us (e.g. technical
Descriptions, drawings, illustrations, color, dimension and weight specifications, electronic media)
contain only approximate values. They simulate the actual (construction) situation. Deviations
of the final assembled goods/installations are therefore possible and are no reason for complaint. We are
entitled to make changes to these samples and documents at any time, insofar as these changes are
buyer are reasonable. For standardized goods, the tolerances permitted on the standard sheets apply.
By placing the order, the buyer declares that, on the basis of the documents handed over to him, the
the service requested by him has been fully calculated in terms of execution, type and scope.
(3) All samples and documents provided by the Buyer (e.g. technical descriptions,
drawings, illustrations, color, dimension and weight specifications, electronic media) are binding.
basis for the preparation and elaboration of the offer or order confirmation and therefore become the subject of the contract if the specified tolerances are expressly accepted by us.
be confirmed.
(4) The samples and documents provided by the Buyer within the meaning of paragraph (3) shall be returned after the order has been executed,
or, if the contract is not concluded, to be collected by the buyer. If the
If the buyer does not fulfill his obligation to collect the goods, the contract ends after a corresponding request by us with a reasonable period of time.
deadline for our retention obligation. After the retention period has expired
samples and documents will be returned or destroyed by us at the buyer’s expense.
(5) Declarations on our part regarding quality and durability shall only constitute a quality and durability guarantee if
durability guarantee within the meaning of § 443 BGB (German Civil Code) if it has been expressly guaranteed by us in writing.
were designated as a guarantee. declarations on our part in connection with the respective contract,
of which these terms and conditions are an integral part, e.g. service and product descriptions in our
Samples and documents do not contain any guarantee.

§ 4 Delivery period and delay in delivery, obstacles to delivery

(1) Delivery periods and/or delivery times shall be agreed individually or by us upon acceptance of the order.
specified without obligation. If this is not the case, the delivery period is approx. three weeks
from the conclusion of the contract. Compliance with the delivery deadlines and/or delivery times requires the clarification of technical
and practical issues for which its involvement is deemed necessary in the current situation.
can be realized.
(2) A binding delivery date requested by the Buyer must be confirmed by us in writing as binding.
become. Compliance with a firmly agreed delivery date requires the final clarification of all
technical issues and the timely and proper fulfillment of obligations, including
cooperation obligations of the buyer. The defense of non-performance of the contract remains
reserved.
(3) If we are in default of delivery, the Buyer shall give us reasonable notice in writing,
The opportunity to perform must regularly last at least three weeks. In every
In this case, however, a reminder from the buyer is required. Our liability for damages in the event of
In all other respects, in particular for the right to withdraw from the contract,
the statutory provisions apply.
(4) We shall not be liable for non-deliveries or delays in delivery if these are due to force majeure or
are due to any other impediment beyond our control and are attributable to us.
could not reasonably be expected to take into account the reason for the impediment or its
to avoid or overcome the consequences (e.g. due to warlike events, acts of terrorism,
natural disasters, operational, transportation and traffic disruptions, non-delivery of supplies and raw materials,
Strikes, lawful lockouts, official orders, mass illnesses,
epidemics and pandemics, production disruptions including machine breakdowns and labor shortages).
In such cases, we will inform the buyer of the reason for the impediment and its effects.
inform. If such an event makes the delivery or service significantly more difficult for us
or impossible and the hindrance is not only of a temporary nature, both parties are
entitled to withdraw from the contract. In the event of obstacles of temporary duration, the
our delivery or service deadlines or if our delivery or service dates are postponed by the
Period of disability plus a reasonable start-up period. Each party is entitled to withdraw from the contract
to withdraw from the contract if the resulting delay exceeds a period of three months
or if, as a result of the delay before the expiry of this period, it is no longer able to adhere to the contract.
is no longer reasonable, with the result that any advance payments made will be refunded. Other
There are no claims.
(5) Paragraph (4) above shall apply accordingly insofar as we have concluded a contract with our suppliers prior to the conclusion of the
contract with the buyer, which, in the event of proper fulfillment of the contract, would have
fulfillment of our contractual delivery obligations towards the buyer
and we have not been supplied by our supplier, not supplied correctly and/or not supplied on time.
and we are not responsible for this.
(6) Orders/assemblies that have been accepted by us for execution in the field are subject to
special restrictions due to precipitation, wind and solar radiation. In connection with
with outdoor installations and labeling, we will only work from a temperature of
7 degrees Celsius up to a temperature of 27 degrees Celsius. The materials to be labeled
must also not have a temperature outside this range. Interruption times of our activities on site due to the aforementioned restrictions in connection with field operations,
are considered working time and are to be paid by the buyer.

§ 5 Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery shall be EXW (INCOTERMS 2020) from the ramp of our Delmenhorst plant, where also
is the place of performance for the delivery and any subsequent performance. At the request and expense of the
The goods are shipped to another destination (sale to destination). As far as not
otherwise agreed, we are entitled to determine the type of shipment (in particular transportation company,
shipping route, packaging).
(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer no later than
to the buyer upon handover. However, in the case of sale by dispatch, the risk of accidental
loss and accidental deterioration of the goods as well as the risk of delay already with
delivery of the goods to the forwarding agent, the carrier or the person otherwise responsible for carrying out the shipment.
to a specific person or institution. Insofar as acceptance has been agreed or is required according
material regulations, this is decisive for the transfer of risk. Also in the
Otherwise, the statutory provisions of the law on contracts for work and services shall apply to any agreed or required acceptance
accordingly. Handover or acceptance shall be deemed to have taken place if the buyer is in default
of the assumption.
(3) If the Buyer is in default of acceptance, fails to cooperate or delays
our delivery for other reasons for which the buyer is responsible, we are entitled to claim compensation for the
resulting damage, including additional expenses (e.g. storage costs),
beginning with the delivery period or – in the absence of a delivery period – with the notification that the goods are ready for dispatch. For this we charge compensation amounting to 0.25% of the delivery value (in terms of the pure value of the goods).
net sales value) of the goods affected by the default of acceptance per elapsed week (7 days)
or 0.036% of the delivery value per calendar day, beginning with the delivery deadline or – in the absence of a delivery deadline – with the notification that the goods are ready for dispatch. Proof of greater damage
and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation,
termination) remain unaffected; however, the lump sum is limited to further monetary claims.
to be credited. The buyer shall be entitled to prove that we did not receive any or only a substantial
damage is less than the above lump sum.

§ 6 Duty to cooperate and liability of the buyer

(1) The Buyer shall perform its contractual and other acts of cooperation in good time,
including the clarification of technical and practical questions for which, in the current situation, his
cooperation can be regarded as necessary.
(2) The Buyer shall be responsible for the suitability of the goods for the intended use and the
responsible for the designs supplied by him. In particular, he bears full responsibility for ensuring that
the designs do not infringe existing rights of third parties, e.g. patent, license or copyright rights, trademarks,
affect designs or other industrial property rights filed under seal with the courts
or violate them. In this respect, we do not assume any obligation to inspect. In the event of a
In the event of a claim for damages by the owner of an infringed property right, the
to indemnify the buyer against all claims.
(3) In the case of custom-made products, we reserve the right to provide proofs for checking and order approval.
to submit. The buyer is obliged to check and approve these carefully. For released
The buyer bears sole responsibility for the design.
(4) In principle, water and electricity (if required, a construction toilet) will be supplied to us on site.
The buyer shall provide the equipment for use free of charge. In principle, the buyer shall be responsible for providing all logistical requirements (truck, crane, ladder, safety equipment, scaffolding, support staff, etc.) necessary for the fulfillment of the contract (including delivery), as well as all technical equipment and machinery, and shall confirm that they are in good working order and in good condition.
The safety of the equipment must be ensured by ensuring that it is fully functional at the time of use and that it is safe to use. We are entitled to demand the provision of any missing prerequisites. to be calculated retrospectively.
(5) The Buyer shall ensure unrestricted access to the place of use, place of work or place of delivery.
Should there be any obstructions and/or waiting times within the scope of the relevant requirements
or repeated journeys by our employees, the buyer shall bear the associated costs.
Costs. If a fixed price has been agreed, waiting times for which we are not responsible shall be charged to the
Buyer will be invoiced separately. As proof, a simple written declaration of the
duration and the reason for the waiting time.
(6) Waste, debris and other impurities shall be removed by us every working day and without request.
disposed of. For all waste disposal services (including excavated earth, demolition material, etc.) and
In general, the buyer shall bear the disposal costs for hazardous waste, hazardous substances, etc.
(7) Unless otherwise stipulated in these ALB, the Buyer shall be liable in accordance with the statutory provisions.
Regulations. If the buyer owes damages instead of performance, we shall be entitled to claim lump-sum compensation.
compensation for damages in the amount of 15 % of the performance, unless the buyer claims a lower amount.
Proof of damage. The assertion of higher damages in accordance with the statutory provisions
remains reserved.

§ 7 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our terms and conditions applicable at the time of conclusion of the contract shall apply.
current prices, ex works Delmenhorst, plus VAT. statutory value added tax.
(2) In the case of sale by delivery to a place other than the place of performance (§ 5 para. 1), the Buyer shall bear the proven transportation costs ex warehouse
and the costs of any transportation insurance requested by the buyer. Any customs duties, fees,
Taxes and other public charges shall also be borne by the buyer. We are not prepared to take back
of the packaging, unless otherwise regulated by law.
(3) Our stated prices refer to the prices valid at the time of conclusion of the contract.
Circumstances. In the event of unforeseeable and significant changes in costs that are beyond our control
after conclusion of the contract, e.g. due to collective wage agreements, increases in freight rates, transportation costs,
taxes, customs duties or other public levies, currency fluctuations, price increases
for raw materials, energy or supplies, we are entitled to adjust the prices at our reasonable discretion.
adapt. In the event of price increases of more than 15% of the net price, the buyer is entitled to withdraw from the contract.
to withdraw from the contract.
(4) The purchase price is generally due without deduction and payable within 14 days of invoicing
and delivery or acceptance of the goods. However, we are, also in the context of an ongoing
business relationship, is entitled at any time to make a delivery in whole or in part only against advance payment.
to be carried out. We shall declare a corresponding reservation at the latest with the order confirmation.
If the buyer’s general place of jurisdiction is outside the Federal Republic of Germany, payment shall be
by prepayment (decisive or irrevocable letter of credit, confirmed by a German bank)
major bank or a German public credit institution).
(5) The Buyer shall be in default upon expiry of the above payment period. The purchase price is payable during the
interest at the applicable statutory default interest rate. We reserve the right to assert
further damage caused by delay. Our claim towards merchants remains
to the commercial maturity interest (§ 353 HGB) remains unaffected.
(6) The Buyer shall only be entitled to set-off or retention rights to the extent that his claim
is legally established or undisputed. In the event of defects in the delivery, the counter-rights of the
Buyer in particular in accordance with. § 10 para. 6 sentence 2 of these ALB shall remain unaffected.
(7) Becomes recognizable after conclusion of the contract (e.g. by filing for insolvency proceedings),
that our claim to the purchase price is jeopardized by the buyer’s inability to pay.
we are entitled to refuse performance in accordance with the statutory provisions and – if necessary
after setting a deadline – to withdraw from the contract (§ 321 BGB). For contracts concerning the
manufacture of non-fungible items (custom-made products), we can declare our withdrawal immediately; the
The statutory provisions on the dispensability of setting a deadline remain unaffected.

§ 8 Retention of title

(1) Until full payment of all our present and future claims arising from the
contract of sale and an ongoing business relationship (secured claims), we reserve the right to
ownership of the goods sold.
(2) The goods subject to retention of title may not be used before full payment of the secured
claims may neither be pledged to third parties nor assigned as security. The buyer has
immediately in writing if an application for the opening of insolvency proceedings is filed.
or if third parties seize the goods belonging to us (e.g. attachments).
(3) In the event of breach of contract by the buyer, in particular non-payment of the purchase price due,
we are entitled to withdraw from the contract in accordance with the statutory provisions or/and to demand
goods on the basis of the retention of title. The request for surrender includes
not at the same time the declaration of withdrawal; we are rather entitled to demand only the return of the goods
and to reserve the right to resign. If the buyer does not pay the purchase price due, we may
assert these rights only if we have previously unsuccessfully granted the buyer a reasonable period of time to
payment or such a deadline can be dispensed with in accordance with the statutory provisions.
is.
(4) In accordance with the provisions of a) to c) below, the Buyer shall be authorized to sell the goods subject to retention of title.
goods in the ordinary course of business and/or to resell them.
process. All authorizations to dispose of goods subject to retention of title expire automatically if
the buyer defaults on payment, applies for the opening of insolvency proceedings against his assets
or he is obliged to apply for insolvency proceedings against his assets.
a) The retention of title extends to the goods created by processing, mixing or combining
of our goods at their full value, whereby we are deemed to be the manufacturer. Remains
in the event of processing, mixing or combining with goods of third parties, their ownership rights shall continue to exist,
we shall acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods.
or related goods. In all other respects, the same applies to the resulting product as to the products described under
Goods delivered subject to retention of title.
b) The claims against third parties arising from the resale of the goods or the product
the buyer hereby assigns to us in full or in the amount of our possible co-ownership share in accordance with the provisions of the German Civil Code. above
sales to us for security purposes. We accept the assignment. The information in para. 2 mentioned obligations
of the buyer shall also apply with regard to the assigned claims.
c) The buyer remains authorized to collect the claim in addition to us. We are committed to meeting the requirement
as long as the buyer meets his payment obligations to us,
no deficiency in its ability to perform and we do not exercise the retention of title by exercising
of a right acc. Abs. 3 can be asserted. If this is the case, however, we can demand that
the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection
provides information, hands over the relevant documents and gives the debtors (third parties)
notifies the assignment. In this case, we shall also be entitled to revoke the buyer’s authorization to further
to revoke the right to sell and process the goods subject to retention of title.
d) If the realizable value of the securities exceeds our claims by more than 10%, we will
we shall release securities of our choice at the buyer’s request.
(5) The Buyer shall be obliged to handle the reserved goods with care at his own expense, to carefully
us and adequately protect them against the usual risks (e.g. theft, breakage, fire, water).
at replacement value and to provide evidence of the conclusion and existence of the insurance upon request.
We are entitled to insure the reserved goods at his expense. At our request
the buyer shall draw up and constantly update an inventory list of the goods subject to retention of title and inform our
ownership of the goods subject to retention of title. Insurance claims and claims
against third parties due to damage, destruction, theft or loss of the goods, the buyer
already now to us by way of security. We hereby accept this assignment.
(6) If, in the case of deliveries to a foreign country, the importing country is required for the effectiveness of the aforementioned
retention of title or the other rights on our part referred to in the preceding paragraphs
certain measures and / or declarations by the buyer are required, the buyer must
Buyer to notify us of this in writing without delay and to take these measures and / or declarations
to be carried out or handed over immediately at his own expense. If the law of the importing country
retention of title, the buyer is obliged to inform us immediately at his own expense.
other suitable securities on the delivered goods or other securities at our reasonable discretion
(Section 315 BGB).

§ 9 Molds and tools

(1) Molds and tools manufactured by us or by a third party on our behalf,
are exclusively our property. The buyer shall not be entitled to any claims in this respect, even if he
has contributed to the costs of production or has assumed and paid for them in full, unless,
that something else has been expressly agreed. We preserve the molds and tools for
reorders carefully and maintain them. We are not liable for damages with the exception of intent,
that occur despite proper treatment. Our retention obligation expires within
two years after the last delivery and prior notification of the buyer. On request
of the molds or tools by the buyer – for whatever reason – are possible.
Residual manufacturing costs with the delivery of the molds or tools to the buyer for payment
due.
(2) If the buyer is to become the owner of the molds or tools in accordance with the agreement, the
Ownership is transferred to the buyer after payment of the purchase price for the molds or tools. The
Handover of the molds or tools to the buyer is not affected by our obligation to store them.
replaced.
(3) In the case of the Buyer’s own molds or tools and/or tools provided by the Buyer on loan
molds or tools, our storage and care is limited to the care described in
own affairs. Costs for maintenance, insurance and return transport shall be borne by the buyer. Our
Obligations shall lapse if, after completion of the order and a corresponding request
the buyer fails to collect the molds or tools within a reasonable period of time. As long as the
buyer has not fully complied with his contractual obligations, we are entitled to
shall in any case have a right of retention to the molds and tools.
(4) Parts and/or tools provided by the Buyer shall be delivered free to our Delmenhorst plant in good time.
in perfect condition in such a way that unloading can be carried out without additional infrastructure.
(crane/forklift or similar) is possible. Costs incurred for additionally required unloading infrastructure
shall be borne by the buyer.

§ 10 Claims for defects of the buyer

(1) The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title,
unless otherwise specified below. The special statutory provisions remain unaffected in all cases
for reimbursement of expenses upon final delivery of the newly manufactured goods to a consumer
(supplier recourse according to §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u BGB), if not,
e.g. as part of a quality assurance agreement, equivalent compensation has been agreed.
(2) The basis of our liability for defects is above all the warranty for the condition and the assumed quality of the goods.
use of the goods (including accessories and instructions). As far as the
parties have agreed on a quality of the purchased item, objective requirements apply in this respect.
to the purchased item shall not apply.
a) All product descriptions and designations shall be deemed to be a quality agreement in this sense,
Presentation of product properties, data sheets (e.g. specifications, protein values, pH values,
certificates of analysis, sample findings etc.) and other information from us that is the subject of the
individual contract and/or by us (in particular in catalogs or on our Internet homepage).
were made public at the time the contract was concluded. For public statements
other third parties (e.g. advertising statements) to which the buyer does not refer to us as decisive for his purchase.
However, we do not accept any liability.
b) If a quality has not been agreed, the statutory provisions shall apply,
whether there is a defect or not (Section 434 (3) BGB). Public statements made by the manufacturer or in
its order, in particular in advertising or on the label of the goods, statements made by the
other third parties.
c) Both in the case of agreed (lit. a)) as well as not agreed (lit. b)) The professional and appropriate tolerances or the tolerances specified on the
tolerances acceptable for the intended use. Depending on the nature of the production, we reserve the right to
short deliveries of up to 10 % without this constituting a defect; the buyer shall be entitled to claim this in a
The price to be paid in such cases is based on the quantity actually delivered.
(3) For the correct selection of the products, for their suitability for the intended use,
in particular whether the contractual product is suitable for the intended or customary use.
is generally the responsibility of the buyer. This does not apply if he has expressly taken advantage of our advice; in such a case, the buyer is obliged to provide us with the correct information.
Intended use and place of use as well as all other information required for correct
selection of products. Consulting services are – based on these for a consultation
information required from the buyer – provided by us to the best of our knowledge.
(4) In principle, we shall not be liable for defects of which the Buyer is aware at the time of conclusion of the contract or for defects caused by gross negligence.
does not know (§ 442 BGB). Furthermore, the buyer’s claims for defects require that he
has complied with its statutory inspection and notification obligations (Sections 377, 381 HGB). With
goods intended for further processing must in any case be inspected immediately before processing.
to take place. If it becomes apparent during delivery, inspection or at any later time that the
If a defect is discovered at a later date, we must be notified immediately in writing. In any case
obvious defects within five working days of delivery and upon inspection.
recognizable defects in writing within the same period from discovery. If the
buyer fails to carry out the proper inspection and/or report the defect, our liability for the defect is
or not reported in time or not properly reported in accordance with the statutory provisions
excluded.
(5) If the delivered item is defective, we may first choose whether we provide subsequent performance by remedying the defect.
of the defect (rectification) or by delivery of a defect-free item (replacement delivery)
perform. If the type of subsequent performance chosen by us is unreasonable for the buyer in the individual case, he may
reject them. Our right to refuse subsequent performance under the statutory conditions,
remains unaffected. We shall only be liable for defective raw materials and supplies if
the defect could have been detected during our processing with the care customary in the industry
We are not obliged to carry out a quality control of supplied materials.
(6) We shall be entitled to make the subsequent performance owed dependent on the Buyer’s
purchase price due. However, the buyer is entitled to charge a reasonable price in relation to the defect.
retain part of the purchase price.
(7) The Buyer shall give us the time and opportunity required for the subsequent performance owed,
in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery
the buyer must return the defective item to us at our request in accordance with the statutory provisions.
However, the buyer has no right to return the goods.
(8) The expenses required for the purpose of inspection and subsequent performance, in particular transportation costs, shall be borne by the customer,
We shall bear or reimburse travel, labor and material costs and, if applicable, removal and installation costs
in accordance with the statutory provisions and these ALB, if a defect actually exists. Otherwise
we can claim from the buyer the costs arising from the unjustified request to remedy the defect.
costs if the buyer knew or negligently did not know that actual
there is no defect.
(9) In urgent cases, e.g. to avert disproportionate damage, the Buyer shall have the right to demand the
to remedy the defect himself and to claim compensation from us for the expenses objectively necessary for this.
demand. We must be informed immediately, if possible in advance, of any such self-remedy.
The right of self-remedy does not exist if we would be entitled to demand a corresponding
to refuse subsequent performance in accordance with the statutory provisions.
(10) If a reasonable deadline to be set by the Buyer for subsequent performance has expired without success
or is dispensable according to the statutory provisions, the buyer may, according to the statutory provisions
withdraw from the purchase contract or reduce the purchase price. In the event of an insignificant defect
however, there is no right of withdrawal.
(11) Claims of the Buyer for damages or reimbursement of futile expenses shall exist.
even in the case of defects only in accordance with § 11 and are otherwise excluded.
(12) Claims for material defects do not exist in the case of natural wear and tear or damage that occurs after the transfer of risk.
due to incorrect or negligent handling, lack of maintenance, excessive use,
unsuitable or improper use, incorrect installation or commissioning
by the buyer or third parties (who are not acting on our behalf), unsuitable equipment,
improper operation, non-compliance with the operating/assembly instructions or which are due to special
external influences that are not assumed under the contract. The above
Exclusions do not apply if the buyer proves that the defect is not due to his behavior.
is based on.

§ 11 Other liability of J.H. Tönnjes GmbH

(1) Unless otherwise stated in these ALB including the following provisions,
J.H. Tönnjes GmbH is liable in the event of a breach of contractual and non-contractual obligations
in accordance with the statutory provisions.
(2) We shall be liable for damages – irrespective of the legal grounds – within the scope of fault-based liability
in the event of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to statutory
Limitations of liability (e.g. care in own affairs; insignificant breach of duty),
only
a) for damages resulting from injury to life, body or health,
b) for damages arising from the breach of a material contractual obligation (obligation the fulfillment of which is the
proper performance of the contract in the first place and on compliance with which the
contractual partner regularly relies on and may rely on); in this case, however, our liability is limited to
limited to compensation for the foreseeable, typically occurring damage.
(3) The rights arising from para. 2 shall also apply to third parties and in the case of
breaches of duty by persons (including in their favor) whose fault we are responsible for according to statutory provisions.
regulations. They shall not apply if a defect has been fraudulently concealed or a
guarantee for the quality of the goods has been assumed and for claims of the buyer according to the
Product Liability Act.
(4) The Buyer may only withdraw from the contract due to a breach of duty that does not consist of a defect
or terminate the contract if we are responsible for the breach of duty. A free right of termination for the buyer
(in particular according to §§ 648 ff. BGB) is excluded. Otherwise, the statutory requirements apply
and legal consequences.

§ 12 Statute of limitations

(1) Notwithstanding § 438 para. 1 No. 3 BGB, the general limitation period for claims arising from
material defects and defects of title one year from delivery. Insofar as acceptance is agreed or required
the limitation period begins with the acceptance.
(2) The above limitation periods of the law on sales shall also apply to contractual and non-contractual
Claims for damages by the buyer that are based on a defect in the goods, unless the
Application of the regular statutory limitation period (Sections 195, 199 BGB) would result in a longer limitation period in individual cases.
shorter limitation period. Claims for damages of the buyer acc. § 11 para. 2 sentence 1 and
sentence 2 (a) as well as under the Product Liability Act shall lapse exclusively in accordance with the statutory limitation periods.

§ 13 Data protection

We process personal data that we collect in the context of deliveries, services and offers.
exclusively in compliance with the applicable data protection regulations.
Information in accordance with Articles 13, 14 of the General Data Protection Regulation (EU) No. 2016/679 on
This processing of personal data is described in our privacy policy at
https://www.toennjes.de/datenschutz/, which we will send to the buyer in writing on request.
In the event that personal data is transferred to us, the buyer is obliged to inform us of the personal data concerned.
persons in good time in accordance with Article 14 of the EU General Data Protection Regulation no.
2016/679 about the data processing by us; we do not see the need to inform the
person concerned.

§ 14 Choice of law and place of jurisdiction

(1) The law of the Federal Republic of Germany shall apply to these GTCS and the contractual relationship between us and the Buyer.
Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or
a special fund under public law, the exclusive – also international – place of jurisdiction is
our registered office for all disputes arising directly or indirectly from the contractual relationship
in Delmenhorst, provided that the buyer has its registered office in the Federal Republic of Germany, in a
state of the European Union (EU) or EFTA. However, we are also entitled in all cases,
Action at the place of performance of the delivery obligation acc. these ALB or an overriding individual agreement
or at the buyer’s general place of jurisdiction. Overriding statutory provisions,
in particular on exclusive responsibilities, remain unaffected.
(3) If the Buyer is not domiciled in the Federal Republic of Germany, in a state of the European Union or in a member state of the
Union (EU) or EFTA, the following arbitration agreement is concluded:
All disputes arising in connection with this contract or its validity,
shall be conducted in accordance with the Arbitration Rules of the German Institution of Arbitration.
(DIS) in the version valid at the time of initiation, excluding recourse to the ordinary courts of law.
decided. The place of arbitration is Bremen. The language of the arbitration proceedings is
German. The arbitration tribunal shall base its decision on the agreed substantive
Right to meet. Decisions are made by three arbitrators, whereby the chairman
must be qualified to hold judicial office.