§1 - General

1. These terms of business apply for all present and future business relationships. This also applies if the Stolzenberg company does not refer the purchaser to the terms of business in preliminary transactions. Purchaser business terms will under no circumstances be included in the content of the contract. This does not apply even in the event of knowledge of such or if the Stolzenberg company does not again expressly contradict their validity unless such validity is expressly agreed in writing.
2. The terms of business apply in regard to companies and public legal entities as well as in regard to public special estates. Companies as defined by the terms of business are natural or legal entities or legally responsible corporations with whom business relationships are entered into who are acting in a commercial or self-employed professional capacity.
3. The incoterms in their respective valid edition provide the standard for the interpretation of trade clauses in the event of doubt.

§2 - Offer and Conclusion of the Contract

1. Offers are always without engagement. Technical alterations as well as alterations in form, colour and/or weight remain within the framework of reasonable reserved rights. Illustrations, drawings, dimension, weights and other performance are only binding if such is expressly agreed in writing. The Stolzenberg company reserves the proprietorship rights and copyrights to cost estimates, drawings and other documentation. Such documentation may not be made accessible to third parties without express written permission.
2. The contract becomes effective upon written order confirmation on the part of the Stolzenberg company or, in the absence of such, upon execution of the order.
3. All supplements, alterations or secondary agreements to the contract require written confirmation in order to be legally effective. Our sales employees are not authorised to make secondary agreements or to provide assurances which extend beyond the content of the written agreements.
4. Should the order ensue by electronic means, then the Stolzenberg company will generally confirm receipt of the order. Such confirmation of receipt only documents the receipt of the order and does not represent a binding acceptance. The acceptance declaration can nevertheless be combined with the confirmation of receipt.

§3 - Price and Payment

1. In the absence of special agreement, the prices apply ex-works in Euros. Sales tax in the respective legal amount is added to the prices. In regard to the performance-related additional costs, we refer to the regulation contained in § 4. In the event that delivery should ensue later than eight weeks after conclusion of the contract, the Stolzenberg company prices applicable on the day of shipment will be invoiced.
2. Invoices are due payable without deduction within 30 days from issuance of the invoice as far as no deviating arrangement has been agreed. If payment ensues within 10 days from the date of issuance of the invoice, a discount deduction of 2 % is guaranteed. This is prohibited in the case of new invoices in the event that older invoices that are due payable have not yet been paid. The date of receipt of the invoice amount on our account provides the standard in this case. Replacement part invoices are due payable following issuance of the invoice.
3. In the event of numerous due charges, the Stolzenberg company reserves the right to initially apply a payment, rate payment or down payment for the repayment of the debt providing the least security and, in the case of numerous debts that are equally secured, for the older debt and, in the case of debts due payable for the same amount of time, for relative repayment.
4. The purchaser only has a right to offsetting if his/her counterclaim is legally determined or recognised by the Stolzenberg company. A right of retention can only be exercised by the purchaser if his/her counterclaim is based on the same contract relationship.
5. Following expiration of the 30-day payment period deadline, the purchaser enters into payment arrears. The Stolzenberg company reserves the right to assert its payment demand prior to expiration of the payment period deadline in the event that it should become aware of circumstances which correspond with a deterioration of the creditworthiness of the purchaser, in particular, in the event of non-compliance with payment conditions. Payment arrears then becomes applicable upon non-payment despite the presence of a payment reminder. During the period of arrears, the purchaser is obligated to pay interest on the debt totalling 8 % above the base rate. The right to verification and assertion of a higher arrears compensation claim remains reserved.
6. Bills of exchange, checks and other securities will only be accepted for the purpose of payment and following prior written agreement. All of the costs associated with such acceptance (e.g., collection and discount expenses) must be refunded by the purchaser without delay. The tenor of bills of exchange is limited to 90 days from the invoice date. A discount deduction is excluded in the case of payment via bill of exchange.

§4 - Packaging and Shipment

1. Packaging will be separately itemised in the invoice. Fundamentally, we use cartons, containers and palettes, if necessary with shrink-wrap. Case packaging only occurs upon special request.
2. The costs for insurance, packaging, shipment, payment transaction and customs fees will be invoiced to the purchaser separately. The Stolzenberg company can at its discretion charge either an all-inclusive rate or the effective costs. The all-inclusive rate totals 5 % of the invoice amount. The purchaser is authorised to verify lower costs to the Stolzenberg company.
3. Should shipment or acceptance be delayed due to reasons for which the purchaser must bear responsibility, then he/she must bear the costs arising from such. The Stolzenberg company will at its discretion invoice an all-inclusive rate or the effective costs. The all-inclusive rate totals 0.5 % of the invoice amount for each month that has begun. The all-inclusive rate is limited to 5 % of the invoice amount. The purchaser is authorised to verify lower costs. Following fruitless expiration of a reasonable time period, the Stolzenberg company is further authorised to make other use of the object of delivery and to deliver to the purchaser later on the basis of a reasonably extended period.

§5 - Transfer of Risk and Acceptance

1. Risk transfers to the purchaser as soon as the goods are given over to the person conducting transport or have left our facility for the purpose of shipment.
2. If the goods are ready for shipment and such is delayed in accordance with the request of the purchaser or for other reasons for which the purchaser must bear the responsibility, then the risk is transferred upon notification of readiness for shipment.
3. Should the purchaser fail to accept the goods following notification of readiness for shipment or should he/she find himself/herself in arrears with the fulfilment of other contractual obligations, the Stolzenberg company can demand damages compensation with a rejection warning on the grounds of non-fulfilment or withdraw from the contract. In this respect, the company can demand compensation of the actual damages or an all-inclusive rate totalling 15 % of the invoice amount in the event that the purchaser does not verify lower actual damages.

§6 - Delivery Times

1. The delivery can be gathered from the contractual agreements. Binding delivery dates or deadlines require written confirmation by the Stolzenberg company in order to be effective. Compliance with the delivery deadline requires that the purchaser meets his/her contractual obligations in accordance with the agreement Should this fail to be the case, then the delivery time is extended accordingly unless the Stolzenberg company has to bear responsibility for the delay.
2. Compliance with the delivery time is subject to the reservation of correct and punctual self-delivery.
3. Delivery dates or deadlines are postponed or extended accordingly if we are hindered due to Force Majeur, labour disputes or on the grounds of other circumstances for which we are not responsible in the punctual execution of our performance. This also applies if corresponding circumstances appear with our preliminary suppliers. The Stolzenberg company is not liable for damages resulting from such on any legal grounds. Should the resulting delay last more than 3 months, then the purchaser is authorised, following the establishment of a reasonable grace period, to withdraw from the portion of the contract which has not yet been fulfilled. He/she is not entitled to damage compensation claims in this case.
4. Should damages result for the purchaser due to a delay of the delivery for which the Stolzenberg company must bear responsibility, then the legal regulations apply. If the Stolzenberg company is required to pay damage compensation in accordance with such, then such damages are limited to those damages foreseeable at the point in time of the conclusion of the contract. This equals for each week of the delay 0.5 % in total, however no more than 5 % of the value of those parts of the entire delivery which cannot be used punctually or in accordance with the contract. Additional claims are excluded. The above limitation does not apply to the extent that the Stolzenberg company bears compulsory liability in cases of premeditation and gross negligence unless such relates to atypical and unforeseeable damages.
5. The Stolzenberg company is authorised at all times to make partial deliveries and to supply partial performance unless the partial fulfilment of the contract is of no interest to the purchaser. Delivered objects are to be accepted by the purchaser, even if such demonstrate negligible damage(s).

§7 - Guarantees

1. The Stolzenberg company guarantees the absence of defects of the delivered products during a guarantee period of twelve months. This short limitation period shall not apply to situations where Stolzenberg be deemed to have acted wilfully or with gross negligence, where product liability claims are concerned, or imputed injuries to human life or limb or health have occurred. Liability for normal wear and damages due to inappropriate or improper use is excluded.
2. For defects of the goods, we initially fulfil our guarantee at our discretion through subsequent improvement or replacement delivery (subsequent fulfilment).
3. Should the subsequent fulfilment fail, then the purchaser can at his/her discretion demand reduction of the remuneration (depreciation) or cancellation of the contract (withdrawal). If such however relates to a negligible contract violation, in particular to a negligible defect, then the purchaser is not entitled to any right of withdrawal.
4. Obvious defects of the goods are to be reported in writing without delay and not later than one week after receipt. Should such notification fail to ensue, then the assertion of guarantee claims is excluded. Punctual shipment is sufficient for deadline compliance. The purchaser is to produce complete evidence in regard to all claim requirements, in particular as relates to the defect(s) itself/themselves, for the point in time of the determination of the defect as well as for the punctuality of the defect complaint.
5. In the event that the purchaser chooses to withdraw from the contract due to legal or material damages following failed subsequent fulfilment, he/she is not entitled to additional damage compensation claims on the grounds of such defect. Should the purchaser choose damages compensation following failed subsequent fulfilment, then the delivered goods remain with the purchaser as far as this is reasonable. Damage compensation in such case is limited to the difference between the purchase price and the value of the defective object. In particular, damage compensation claims due to lost profit as well as consequential damages are excluded. This does not apply if the contract violation is based on premeditation or gross fault of the Stolzenberg company or physical and health damages or death have occurred.
6. Should company, operational or maintenance instructions fail to be followed, alterations conducted on the products, parts exchanged or incidentals be used which do not correspond to the original specifications, then all guarantees are cancelled if the purchaser does not disprove a substantiated assertion that the defect first appeared due to these circumstances.
7. In the event that the purchaser receives a defective set of assembly instructions, we are solely obligated to the delivery of a defect-free set of assembly instructions. This obligation also only exists if the defect in the assembly instructions prevents proper assembly.

§8 - Reversion

Reversion claims in accordance with §§ 478, 479 of the Federal Civil Code (BGB) can be asserted by the purchaser against the Stolzenberg company in accordance with the following:

1. The purchaser is obligated to inform the Stolzenberg company regarding the sale of the goods to a consumer as defined by 474 ff. of the BGB. In the case of the assertion of rights as defined by § 439 of the BGB on the part of the consumer, then the purchaser must inform the Stolzenberg company accordingly without delay. In the event of further sale of the goods to another wholesaler, the purchaser is obligated to impose the above information obligation and to forward received information to the Stolzenberg company.
2. Upon becoming aware of the assertion of subsequent fulfilment claims by the consumer, the Stolzenberg company will at its discretion fulfil the consumer's subsequent fulfilment claim itself or conduct utilisation replacement as defined by § 478, Sec. 2 of the BGB for the purchaser.
3. In so far, only those expenses are eligible for compensation which have arisen for consumer subsequent fulfilment.
4. Only the expenses of the consumer subsequent fulfilment are eligible for compensation within the framework of § 478, Sec. 2 of the BGB, and not damages or penalties resulting from the assertion of other rights on the part of the consumer.

§9 - Liability

1. Damage compensation claims, regardless of their legal basis, are excluded in the event of mildly negligible violation of insignificant contractual obligations. This also applies in the event of mildly negligible obligation violations on the part of our legal representatives or fulfilment or vicarious agents. Anything else only applies to the extent that the mildly negligible violation relates to significant contractual obligations or physical or health damages or death has occurred.
2. Purchaser claims from product liability and other rights from product liability remain unaffected.
3. Liability is limited to foreseeable damages.
4. Purchaser damage compensation claim rights due to defect expire in one year from the date of delivery of the goods. Anything else only applies to the extent that the Stolzenberg company can be accused of gross fault or physical or health damages or death have occurred.

§10 - Reservation of Ownership

1. All delivered goods remain the property of the Stolzenberg company until the complete payment of all Stolzenberg company charges asserted on the purchaser resulting from the business relationship, including all balance charges from current accounts. To the extent that the value of all security rights that the Stolzenberg company is entitled to in accordance with this clause exceed the amount of all secured claims by more than 20 %, the Stolzenberg company will release a corresponding portion of the security rights upon request by the purchaser.
2. The purchaser is entitled to process and sell the reserved goods in proper business transaction as long as he/she does not fall into payment arrears. Hypothecations or security agreements are prohibited. Claims arising from the further sale or another legal basis (insurance, illegal acts) related to the reserved goods are ceded now to their full extent in the interest of security to the Stolzenberg company. The Stolzenberg company accepts this cession. The Stolzenberg company irrevocably authorises the purchaser to collect the ceded claims for their accounting and in their own name. This collection authorisation can only be revoked if the purchaser fails to properly comply with his/her payment obligations.
3. In the case of accesses by third parties to the reserved goods, the purchaser will refer these to the proprietorship of the Stolzenberg company and inform the Stolzenberg company of such without delay.
4. In the event of conduct on the part of the purchaser contrary to the terms of the contract, in particular in the case of payment arrears, the Stolzenberg company is authorised to recover the reserved goods. The purchaser is obligated to hand over said goods in such case. Recovery or the assertion of the ownership reservation or hypothecation of the object of delivery on the part of the Stolzenberg company does not imply withdrawal from the contract unless such is expressly declared. Following prior warning, the Stolzenberg company is authorised to exploit the reserved goods and, under crediting of the open charges, to satisfy its demands from their profits.
5. In the event of deliveries outside of the Federal Republic of Germany for which the previous material security rights cannot be legally agreed, it applies that for all open charges from the business relationship between the purchaser and the Stolzenberg company, those material security rights are agreed which most closely resemble the previous security rights and which are permissible and possible in accordance with the respective legal system.

§11 - Final Provisions

1. The laws of the Federal Republic of Germany apply exclusively.
   The applicability of the UN Purchasing Legislation is also expressly excluded in the event that an application is provided for in the terms of business of the purchaser.
2. Exclusive legal domicile for all disputes from this contract is our business headquarters. The same applies if the purchaser has no general residence in Germany or there is no known private residence or customary stay in Germany at the point in time of the instigation of the legal action . The Stolzenberg company is nevertheless authorised to instigate legal actions against the purchaser at the location of his/her business headquarters or his/her commercial branch.
3. The place of fulfilment for all of the obligations from the business relationship is Georgsmarienhütte.
4. Should individual provisions of this contract with the purchaser, including these General Terms of Business, be or prove to be partially or wholly impracticable, then the validity of the remaining provisions remains unaffected. Such whole or partial regulation should be replaced by a regulation most whose economic success most closely resembles that of the impracticable regulation.