General Terms and Conditions
I. Applicability / Conclusion of Contract
1.These General Terms and Conditions of Sale shall apply to all – including future – contracts with entrepreneurs, legal entities under public law and special funds under public law for deliveries and other services, including contracts for work and labour and the delivery of non-fungible goods. In the case of drop shipments, the terms and conditions of the price list and shipping instructions of the commissioned supplying plant shall also apply. The buyer’s terms and conditions of purchase shall not be recognised even if we do not expressly object to them again after receipt.
2. Our offers are subject to change. We reserve the right to prior sale. Verbal agreements, promises, assurances and guarantees made by our employees in connection with the conclusion of the contract shall only become binding upon our written confirmation. The written form requirement shall also be met by the transmission of faxes and e-mails.
3. In case of doubt, the Incoterms in their latest version shall be decisive for the interpretation of trade terms.
II. Prices
1. Prices are ex works or warehouse plus freight and VAT
2. In the case of drop shipments, we are entitled to increase the agreed price to the extent that our supplier increases this price before delivery of the goods. This shall only apply if there is a period of more than 3 months between conclusion of the contract and delivery. In such cases, the Buyer may withdraw from the contract, provided that his declaration of withdrawal is received by us immediately after receipt of our declaration of increase.
3. In the case of our own stock transactions with call-off or partial acceptance by the buyer, either we or the buyer may request an increase or reduction of the agreed fixed prices after the expiration of any price commitment period or after a period of more than 3 months following the conclusion of the contract if the consumer price index officially calculated by the Federal Statistical Office or a successor organization (currently based on the 2015 base year) has changed by at least 5% since the date of contract conclusion. However, the price shall not fall below the last agreed price. The adjustment shall be made in proportion to the index change, taking into account considerations of reasonableness and subject to any mutually agreed deviation. If an agreement is not reached within one month after the adjustment request by us or the buyer, the party requesting the adjustment may determine the new price at its reasonable discretion. Until an agreement is reached, we are entitled to withhold delivery, or the buyer is not obligated to accept the goods.
4. If the price of import transactions increases due to official measures, in particular the introduction or renewal of anti-dumping and/or countervailing duties, we shall be entitled to adjust the agreed prices to the same extent.
5. Unless otherwise agreed, the prices and conditions of our offer or our current price list shall apply.
6. All prices and surcharges – including those for material delivery – assume an unloading site that is easily accessible by truck and at ground level. They only account for the waiting time required for the immediate unloading of the truck with free crane assistance provided by the customer. Unloading times exceeding one hour will be charged.
III. Payment and Settlement
1. Unless otherwise agreed or stated in our invoices, the purchase price shall be due immediately after delivery without deduction of discount and shall be paid in such a way that we can dispose of the amount on the due date. The buyer shall bear the costs of payment transactions.
2. The buyer shall only be entitled to a right of retention and a right of set-off insofar as his counterclaims are undisputed or have been legally established, are based on the same contractual relationship with the buyer and/or would entitle the buyer to refuse performance in accordance with § 320 BGB.
3. If the payment deadline is exceeded or in the event of default, we shall charge interest at a rate of 8 percentage points above the base interest rate, unless higher interest rates have been agreed. We reserve the right to assert further claims for damages caused by default.
4. If it becomes apparent after conclusion of the contract that our claim for payment is jeopardised by the Buyer’s inability to pay, if the Buyer defaults on payment of a substantial amount or if other circumstances arise which indicate a significant deterioration in the Buyer’s ability to pay after conclusion of the contract, we shall be entitled to the rights under § 321 BGB. We shall then also be entitled to declare due all claims from the current business relationship that are not yet due.
5. An agreed discount shall always only relate to the invoice value excluding freight and presupposes the complete settlement of all due liabilities of the Buyer at the time of the discount. Unless otherwise agreed, discount periods shall commence from the invoice date.
IV. Execution of Deliveries, Delivery Periods and Dates
1. Our delivery obligation is subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery to us.
2. Information on delivery times is approximate. Delivery periods shall commence on the date of our order confirmation and shall only apply subject to the timely clarification of all details of the order and the timely fulfilment of all obligations of the buyer, such as the provision of all official certificates, the provision of letters of credit and guarantees or the payment of down payments.
3. The time of dispatch ex works or warehouse shall be decisive for compliance with delivery periods and dates. They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.
4. Events of force majeure shall authorise us to postpone delivery for the duration of the hindrance and a reasonable start-up period. This shall also apply if such events occur during an existing delay. Force majeure shall include currency, trade policy and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine or roller breakage, shortage of raw materials or energy), obstruction of transport routes, delays in import/customs clearance and all other circumstances which, through no fault of our own, make deliveries more difficult or impossible. It is irrelevant whether these circumstances occur at our premises, the supplying plant or a sub-supplier. If the execution of the contract becomes unreasonable for the contracting party due to the aforementioned events, in particular if the execution of the contract is delayed in essential parts by more than 6 months, this party may declare the cancellation of the contract.
V. Retention of Title
1. All delivered goods shall remain our property (goods subject to retention of title) until fulfilment of all claims, in particular also the respective balance claims to which we are entitled within the scope of the business relationship (balance reservation). This shall also apply to future and conditional claims, e.g. from acceptor’s bills of exchange, and also if payments are made on specially designated claims. This reservation of balance shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation of balance.
2. Processing and treatment of the reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB without obligating us. The treated and processed goods shall be deemed to be reserved goods within the meaning of No. 1. In the event of processing, combining and mixing of the reserved goods with other goods by the Buyer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires as a result of combining or mixing, the buyer hereby transfers to us the ownership rights to which he is entitled to the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall store them for us free of charge. Our co-ownership rights are deemed to be reserved goods within the meaning of No. 1.
3. The buyer may only sell the reserved goods in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale according to nos. 4 to 6 are transferred to us. He is not authorised to dispose of the goods subject to retention of title in any other way.
4. The claims arising from the resale of the goods subject to retention of title, together with all securities which the buyer acquires for the claim, are hereby assigned to us. They serve as security to the same extent as the reserved goods. If the reserved goods are sold by the purchaser together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods sold. In the case of the sale of goods in which we have co-ownership shares in accordance with No. 2, a part corresponding to our co-ownership share shall be assigned to us.
5. The buyer is authorised to collect claims arising from the resale. This authorisation to collect shall expire in the event of our revocation, but at the latest in the event of default in payment, non-redemption of a bill of exchange or an application to open insolvency proceedings. We shall only make use of our right of cancellation if it becomes apparent after conclusion of the contract that our claim to payment from these or other contracts with the buyer is jeopardised by the buyer’s lack of solvency. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the documents necessary for collection.
6. The buyer must inform us immediately of any seizure or other impairments by third parties. The buyer shall bear all costs incurred for the cancellation of the seizure or for the return transport of the reserved goods, insofar as they are not reimbursed by third parties.
7. If the buyer defaults on payment or fails to honour a bill of exchange when due, we shall be entitled to take back the goods subject to retention of title, to enter the buyer’s premises for this purpose if necessary and to sell the goods subject to retention of title at the best possible price, taking into account the purchase price. The same shall apply if it becomes apparent after conclusion of the contract that our claim to payment under this contract or other contracts with the buyer is jeopardised by the buyer’s inability to pay. Repossession does not constitute cancellation of the contract.
8. If the invoice value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 50 per cent in total, we are obliged to release securities of our choice at the buyer’s request.
9. An assignment of claims from the resale is not permitted, unless it is an assignment by way of genuine factoring, which is notified to us and in which the factoring proceeds exceed the value of our claim. Our claim shall become due immediately when the factoring proceeds are credited.
VI. Weights, Grades and Dimensions
1. The weights shall be determined by the weighing carried out by us or our supplier. Proof of weight shall be provided by presenting the weighing slip. As far as legally permissible, weights can be determined without weighing according to standard. We are entitled to determine the weight without weighing according to standard (theoretically) plus 2.5% (commercial weight).
2. Quantities, bundle numbers etc. stated in the dispatch note are non-binding for goods invoiced by weight. Unless individual weighing is normally carried out, the total weight of the consignment shall apply. Differences compared to the calculated individual weights shall be distributed proportionately to these.
3. Types and dimensions shall be determined in accordance with the agreed standards, in the absence of an agreement in accordance with the standards applicable at the time of conclusion of the contract, in the absence of such standards in accordance with commercial usage. References to standards such as DIN/EN or their components such as material sheets, test certificates and test standards as well as information on grades, dimensions, weights and usability are not assurances or guarantees, nor are declarations of conformity, manufacturer’s declarations and corresponding labelling such as CE and GS.
VII. Test Tertificates / Acceptances
1. The delivery of test certificates (“certificates”) in accordance with EN 10204 requires a written agreement. We are authorized to provide copies of such certificates. In the absence of an express agreement, the fee for test certificates shall be based on our price list or the price list of the respective issuer (supplier plant).
2. If acceptance has been agreed, it can only take place in the supplier plant immediately after notification of readiness for acceptance. The Buyer shall ensure that we are able to commission the acceptance company requested by him in his name and for his account or that of his customer. Unless otherwise agreed, this authorization shall be deemed to have been granted with the designation of an acceptance company in the order.
3. The personal acceptance costs shall be borne by the buyer, the material acceptance costs shall be charged to him according to our price list or the price list of the supplier plant.
4. If acceptance does not take place, does not take place on time or does not take place completely through no fault of our own, we shall be entitled to dispatch the goods without acceptance or to store them at the buyer’s expense and risk and to charge the buyer accordingly.
5. After carrying out an agreed and/or legally prescribed acceptance – in particular after approval of the reinforcement, e.g. by a test engineer, the complaint of such material defects that were detectable during the acceptance is excluded. The same shall apply in the event that acceptance is not carried out for reasons for which we are not responsible.
VIII. Dispatch, Transfer of Risk, Packaging, Partial Delivery
1. We shall determine the route and means of dispatch as well as the forwarding agent and carrier.
2. Goods notified as ready for dispatch in accordance with the contract must be called off immediately, otherwise we shall be entitled, after issuing a reminder, to dispatch them at our discretion at the expense and risk of the buyer or to store them at our discretion and invoice them immediately.
3. If, through no fault of our own, transport by the intended route or to the intended place within the intended time is impossible or considerably more difficult, we shall be entitled to deliver by another route or to another place; the buyer shall bear the additional costs incurred. The buyer shall be given the opportunity to comment beforehand.
4. The risk, including the risk of seizure of the goods, shall pass to the buyer for all transactions, including carriage paid and carriage forward deliveries, when the goods are handed over to a forwarding agent or carrier, but at the latest when they leave the warehouse or the supplying plant. We shall only provide insurance at the instruction and expense of the buyer. The obligation and costs of unloading shall be borne by the buyer.
5. The goods shall be delivered unpacked and not protected against rust. If customary in the trade, we deliver packed. We shall provide packaging, protective and/or transport aids according to our experience at the buyer’s expense. They will be taken back at our warehouse within a reasonable period of time. We do not assume the costs of the buyer for the return transport or for his own disposal of the packaging.
6. The buyer is aware that in the iron and steel trade it is often not possible to adhere exactly to delivery quantities for technical production reasons. We are therefore authorised to make partial deliveries to a reasonable extent. We are also authorised to exceed or fall short of the agreed delivery quantities to a reasonable extent. For orders of less than 5000 kg, however, by no more than 20%, and for orders of 5000 kg and more by a maximum of 15% .
IX. Call-off Orders, Continuous Deliveries
1. In the case of contracts with continuous delivery, call-offs and sorting for approximately equal monthly quantities shall be submitted to us; otherwise we shall be entitled to make the determinations ourselves at our reasonable discretion.
2. If the individual call-offs exceed the contractual quantity in total, we shall be entitled, but not obliged, to deliver the excess quantity. We may invoice the excess quantity at the prices valid at the time of the call-off or delivery.
X. Liability for Material Defects
1. The internal and external properties of the goods, in particular their quality, grade and dimensions, shall be determined in accordance with the agreed DIN and EN standards applicable at the time of conclusion of the contract, in the absence of such standards, in accordance with practice and commercial usage. References to standards and similar regulations, to test certificates in accordance with EN 10204 and similar certificates as well as information on qualities, grades, dimensions, weights and usability of the goods are not assurances or guarantees, nor are declarations of conformity and corresponding marks such as CE and GS.
2. The statutory provisions shall apply to the inspection of the goods and notification of defects, with the proviso that the obligation to inspect the goods after delivery also extends to any test certificates in accordance with or pursuant to EN 10204 and that defects in the goods and test certificates must be notified to us in writing or in text form.
3. In the event of a justified, timely notification of defects, we may, at our discretion, remedy the defect or deliver goods free of defects (subsequent fulfilment). The place of fulfilment for subsequent fulfilment is our registered office. In the event of failure and/or refusal of subsequent fulfilment, the purchaser shall be entitled to the statutory rights. If the defect is not significant and/or if the goods have already been sold, processed or remodelled, the buyer shall only be entitled to a reduction in price.
4. If the buyer does not immediately give us the opportunity to convince ourselves of the defect, in particular if he does not immediately make the rejected goods or samples thereof available for inspection purposes upon request, all rights due to the material defect shall lapse.
5. In the case of goods that have been sold as special items / declassified material, the buyer shall not be entitled to any rights due to the material defect with regard to the stated reasons for declassification and such defects that he usually has to expect. In the case of the sale of special items / declassified material, our liability for material defects is excluded.
6. Further claims of the Buyer shall be governed by Section XI of these Terms and Conditions. The buyer’s rights of recourse according to §§ 478, 479 BGB remain unaffected.
XI. General Limitation of Liability and Limitation Period
1. We shall only be liable for breach of contractual and non-contractual obligations, in particular due to impossibility, delay, culpa in contrahendo and unauthorized action – including for our executive employees and other vicarious agents – in cases of intent and gross negligence, limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract.
2. These limitations shall not apply in the event of culpable breach of essential contractual obligations, insofar as the fulfillment of the purpose of the contract is jeopardized, in the event of culpably caused damage to life, limb and health, and also not if and insofar as we have assumed a guarantee for the quality of the item sold, as well as in cases of mandatory liability under the Product Liability Act. The rules on the burden of proof remain unaffected by this.
3. Unless otherwise agreed, contractual claims which arise for the buyer against us on the occasion of and in connection with the delivery of the goods shall lapse one year after delivery of the goods. This period shall also apply to goods that are used for a building in accordance with their normal use and have caused its defectiveness, unless this use has been agreed in writing. Our liability for intentional and grossly negligent breaches of duty, culpably caused damage to life, limb and health and the limitation period for recourse claims in accordance with §§ 478, 479 BGB remain unaffected by this.
XII. XII Place of Fulfillment, Place of Jurisdiction and Applicable Law
1. Place of fulfillment for our deliveries is the supplying plant in the case of delivery ex works, and our warehouse in the case of other deliveries. The place of jurisdiction is, at our discretion, the registered office of our company.
2. In addition to these terms and conditions, all legal relationships between us and the buyer shall be governed by German non-harmonised law, in particular the BGB/HGB. The provisions of the Vienna UN Convention of 11 April 1980 on Contracts for the International Sale of Goods shall not apply. .
Stand: 15.04.2022
