General Terms and Conditions of Sale Keulahütte GmbH

1. General

a) Our Terms and Conditions of Sale apply exclusively. We shall not accept any terms and conditions contrary to or deviating from our Terms and Conditions of Sale, unless we have expressly agreed upon these in writing. Our Terms and Conditions of Sale shall also apply if we ship the delivery to the customer without reservations in knowledge of any of such customer’s conditions contrary to or deviating from our Terms and Conditions of Sale. Our offers are subject to alteration without notice. Orders shall only be binding for us as far as we expressly confirm them.
b) For contracts with longer performance periods, requests for delivery and
corresponding specifications for approximately equal monthly quantities shall be
submitted to us. If such requests or specifications are not submitted at all or not submitted in due time we shall be entitled at our discretion either to deliver without any request or to claim compensation after having fixed a time limit in vain or to withdraw from the remaining part of the contract.
c) The rights of the buyer shall not be transferable without our consent.
d) Our Terms and Conditions of Sale shall also apply to any future business transactions with the customer.

2. Prices

a) Unless otherwise agreed upon, our prices are to be understood ex works.
b) The prices are based on the current cost factors; if they are changed due to the introduction or to an increase of Government levies and/or other duties, an increase of raw material prices, wages, freight rates or transport charges which could not yet be taken into consideration at the time of fixing the prices but immediately make the delivery more expensive, such extra costs shall be borne by the buyer. Our entitlement to additional charges shall be considered agreed upon.
c) If prices are to be understood free destination or free place of usage the freight charges must be proved by the consignee and shall, if included in the price agreed upon, be deducted from the invoice.

3. Delivery Time

a) Any information on dates as well as on delivery times and service deadlines shall be without obligation, unless such deadline or date has been expressly promised to be binding.
b) If a delivery time has been promised to be binding it shall be considered kept if and as far as we have shipped the goods.
c) Such delivery time shall begin with the day of our written order confirmation, provided that all performance details have been entirely clarified, or, otherwise, after the customer has fulfilled all his collaboration obligations.
d) The delivery time agreed upon shall extend - regardless of any of our rights resulting from any delay of the customer - by the period the customer is delayed in fulfilling his obligations to us from this or any other delivery contract.
e) If we should be delayed the buyer must grant us an adequate additional time for performance of at least 15 (fifteen) working days. At the end of such additional time, he may withdraw from the delivery contract in so far as the goods have not been delivered by the end of such time period, or work in this respect has not been started yet. Any claims for compensation due to delayed fulfilment or non-fulfilment shall be ruled out.

4. Acceptance

a) Our deliveries shall be considered accepted, once the goods have been loaded onto means of transport at our factory or have been reported to be ready for shipment.
b) If any specific form of acceptance is desired its terms and conditions must be fixed in writing at the time of signing the contract, at the latest.
c) The buyer shall be obliged to accept at our factory immediately after their completion has been reported those goods for which specific quality requirements are made.
d) The cost of acceptance shall be borne by the buyer. If the buyer fails to accept the goods at our factory the goods shall, upon leaving our factory, be considered delivered in accordance with the terms and conditions.

5. Packing

The goods shall, if necessary to our estimation, be packed according to standard business practice and at the buyer’s expense. At our request, any packing materials shall be immediately returned carriage-free.

6. Dispatch and Passing of Risks

Unless otherwise stated in our order confirmation, „ex works“ delivery shall be considered agreed upon. Upon the handover of the goods to the railways, the forwarding agent or carrier, in other cases, however, upon leaving our factory, at the latest, the risks shall be passed to the buyer, even in case of carriage paid, fob and cif transactions. For the interpretation of trade terms, the rules of the International Chamber of Commerce (Incoterms) shall apply as are applicable on the day of signing the contract. Any means of transport and protection, which will be separately charged for in the same way as roofed trucks or wagons are, and the shipping route shall be at our discretion with any liability excluded. Any insurance shall only be taken out at the buyer’s request and expense.

7. Terms of Payment

a) Our invoices shall be due on receipt and payable net cash.
b) The submission of drafts needs our approval, and their expenses and costs as well as  the risk for submission in due time and notice of dishonour shall be fully borne by the buyer.
c) In case of delay, interest amounting to 18 % (eighteen per cent) p. a. will be charged with the reservation of the assertion of another damage.
d) In case of delay of payment and reasonable doubts in the solvency or creditworthiness of the customer, we shall - regardless of any of our other rights - be entitled to demand securities or advance payments for outstanding deliveries and to declare immediately due all our accounts receivable resulting from the business connection.
e) Only undisputed or absolutely established claims shall entitle the buyer to set off or retain any goods.

8. Reservation of Ownership

a) Until the complete payment of our accounts receivable resulting from the entire business connection with the buyer, the goods sold shall remain our property.
b) The buyer shall be entitled to have at his disposal the purchased goods within the normal course of business. This reservation of ownership shall also cover the products resulting from processing, blending or combining our goods to their full value, with ourselves being considered their manufacturer. If the reservation of ownership of any third party remains after processing, blending or combining our goods with their goods we shall purchase a share of the ownership in proportion to the invoice values of such processed goods. The buyer shall already now assign to us as a security in total or to the amount of our possible share of ownership the accounts receivable from any third party
resulting from resale. He shall be entitled to collect them for us until revoked or until he stops payment to us. The buyer shall not even be entitled to assign such accounts receivable for the purpose of collecting accounts receivable by way of factoring, unless reason of the factor’s obligation is given to effect payment of the consideration to us to the amount of our share of the accounts receivable as long as we still have such accounts receivable with the buyer.
c) The buyer shall immediately notify us by registered letter of any access of any third party to the goods being our property and to our accounts receivable.
d) The goods and the accounts receivable taking their place must neither be pledged nor transferred or assigned as securities to any third party before our accounts receivable have been fully paid.
e) If the value of the securities exceeds our accounts receivable by more than 20 % (twenty per cent) we shall, in this respect and at the buyer’s request, release securities at our discretion.

9. Complaints, Warranty and Time Limit

a) Any information on the suitability, processing and application of our products,
technical advice and other information will be given to the best of our knowledge but shall not exempt the buyer from making his own tests and trials.
b) Upon receipt, the buyer shall immediately inspect the delivered goods - as far as reasonable, even by processing a sample - for defects concerning the quality and the intended use, as otherwise the goods shall be considered approved.
c) Any complaints will only be considered if they are raised in writing within 2 (two) weeks from receipt of the goods, in case of hidden defects after their discovery, however, six weeks after the acceptance of the goods, at the latest, with documentary evidence enclosed. Any goods complained about may only be returned with our express consent.
d) In so far as the assertion of legal warranty claims requires an additional time to be given the latter must be at least 15 (fifteen) working days.

10. Indemnity

a) As far as legally permissible, our obligation to pay indemnity, whatsoever the cause in law may be, shall be limited to the invoice value of our quantity of goods immediately involved in the event causing the damage. This shall not apply in as far as we are unlimitedly liable for intent or gross negligence according to imperative statutory provisions.
b) Indemnity claims of any kind raised against KHK (Keulahütte Krauschwitz GmbH), for example from Article 280 of the German Civil Code (BGB) or from any offence, shall be restricted to cases of intent or gross negligence. For breach of essential obligations under the contract (cardinal obligations), KHK shall also be liable in case of light negligence.
c) Any indemnity claims shall, in each case, be restricted to the foreseeable damage.
d) The aforementioned liability restrictions shall also be applicable to the employees of KHK. For simple vicarious agents who are neither legal representatives nor managerial staff of KHK, even liability for intent and gross negligence shall be ruled out. If any simple vicarious agent commits breach of any essential obligation under the contract (cardinal obligation) mentioned in the aforesaid sense the above liability restriction shall not apply.
e) In any cases of liability of KHK, the amount of the indemnity claim shall be limited by the benefit paid by the employer’s liability insurance of KHK.

11. Force Majeure

a) Any events of force majeure shall entitle us to defer the manufacture and delivery by the period of the hold-up plus an adequate amount of time to start, or to withdraw from the contract with regard to the part thereof not fulfilled yet.
b) Certain circumstances which make delivery essentially more difficult or impossible for us, no matter whether occurring at our own premises or at the premises of any of our subcontractors, are equal to force majeure.
c) The buyer shall be entitled to request from us a statement whether we want to withdraw or deliver within an adequately additional time. If we give no statement the buyer shall be entitled to withdraw.

12. Place of Performance and Jurisdiction

The place of performance and jurisdiction for the delivery, payment and any other bilateral obligations shall be the domicile of the supplier.