§ 1 General – Scope of application

(1) Our Terms and Conditions of Sale shall apply exclusively; we do not recognize any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer’s terms and conditions conflict with or deviate from our Terms and Conditions of Sale.

(2) All agreements made between us and the customer for the purpose of executing the contract are set out in writing in this contract. The product information in the individual catalogs also applies.

(3) Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of § 310 para. 1 BGB.

(4) We are committed to the highest levels of integrity, transparency and ethics in all business activities and relationships. Our current Code of Conduct is decisive for this. We apply the same standards to our suppliers.

§ 2 Offer – Offer documents

(1) If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this within 2 weeks by written order confirmation.

(2) The minimum order value is EUR 30.00. For orders under 100.00 EUR we charge a minimum quantity surcharge of 16.00 EUR.

(3) Special lengths are possible for plaster and façade profiles under the following conditions: Flat-rate surcharge for set-up costs of EUR 75.00, minimum order of 10 bundles, delivery time on request

(4) It is possible to order individual profiles (not a full packaging unit) for a small selection of articles. The article numbers of these profiles are available on request. We charge a packaging surcharge of EUR 10.00 per bundle to be opened. For plastic profiles in special colors (minimum order quantity 100 kg) we charge a color surcharge of 30%.

(5) In the case of drywall profiles, only whole packaging units -VE- (e.g. bundle, carton) are supplied.

(6) Illustrations, drawings, weight, quantity and dimensional data generally contain only approximate values, unless they are expressly designated as binding in individual cases.

(7) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to written documents that are marked as “confidential”. The customer requires our express written consent before passing them on to third parties.

(8) Models and tools produced on behalf of the customer shall remain our property even if the costs were borne in part or in full by the customer.

§ 3 Prices – Terms of payment

(1) Unless otherwise stated in the order confirmation, our prices are “ex works”.

(2) The statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.

(3) Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. If payment is made within 14 days, a 2% discount can be deducted. The statutory regulations regarding the consequences of late payment shall apply.

(4) The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. Furthermore, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 4 Delivery time

(1) The delivery time stated by us is subject to prior clarification of all technical issues and may be exceeded by up to two weeks (up to three weeks for special orders), unless a firm deal has been expressly agreed.

(2) Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.

(3) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.

(4) Insofar as the requirements of para. (3) exist, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.

(5) We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is a transaction for delivery by a fixed date within the meaning of § 286 para. 2 No. 4 BGB or Section 376 HGB. We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to claim that his interest in the further fulfillment of the contract has ceased to exist.

(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delivery contract is not based on an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(7) We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage.

(8) Further statutory claims and rights of the customer remain reserved.

§ 5 Transfer of risk – packaging costs

(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.

(2) Transport packaging and all other packaging in accordance with the Packaging Ordinance shall not be taken back, with the exception of pallets. The customer is obliged to dispose of the packaging at his own expense. Attention is drawn to the possibility of free disposal as a disposal partner of INTERSEROH GmbH (contract no. 25608).

(3) If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

§ 6 Liability for defects

(1) Claims for defects on the part of the customer presuppose that he has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 HGB (German Commercial Code). If there is a defect in the purchased item, the customer shall be entitled to choose between subsequent performance in the form of rectification of the defect or delivery of a new item free of defects. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.

(2) If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or reduction.

(3) We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages shall be limited to the foreseeable, typically occurring damage.

(4) We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.

(5) Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.

(6) Unless otherwise stipulated above, liability is excluded.

(7) Liability is also excluded if the installation and processing instructions in the product catalogs are not observed.

(8) Furthermore, we accept no liability for the durability of the adhesion of powder coatings on stainless steel profiles. The smooth and dense surface of stainless steel can cause the powder coating to peel off. Liability for such cases is expressly excluded. The corresponding notes for the respective profiles in the product catalog and on the data sheet must be observed.

(9) The limitation period for claims for defects is 12 months, calculated from the transfer of risk, unless a longer warranty period is assumed in the product information.

(10) The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected, it is five years, calculated from delivery of the defective item.

§ 7 Joint and several liability

(1) Any further liability for damages other than that provided for in § 6 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage pursuant to Section 823 BGB.

(2) The limitation pursuant to para. (1) shall also apply if the customer demands compensation for useless expenses instead of a claim for damages.

(3) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 8 Retention of title

(1) We reserve title to the purchased item until receipt of all payments from the business relationship with the customer. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. If we take back the purchased item, this shall constitute a withdrawal from the contract. The seizure of the purchased item by us shall also constitute a withdrawal from the contract. After taking back the purchased item, we shall be authorized to sell it; the proceeds of the sale shall be set off against the customer’s liabilities – less reasonable selling costs. An extended reservation of title shall not apply to deliveries against advance payment. In the event of seizures or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with § 771 ZPO. If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

(2) The customer is entitled to resell the purchased item in the ordinary course of business. In doing so, he must inform the third party of our retention of title. However, the customer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to him from the resale against his customers or third parties. The customer shall remain authorized to collect this claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.

(3) The processing or transformation of the purchased item by the customer shall always be carried out on our behalf. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.

(4) If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the sole ownership or co-ownership thus created for us.

(5) The customer shall also assign to us the claims to secure our claims against him which accrue to him against a third party through the connection of the purchased item with a property.

(6) We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%; we shall be responsible for selecting the securities to be released.

§ 9 Prohibition of assignment

The assignment of the customer’s claims to us is excluded.

§ 10 Advance payments, cancellation, cancellation costs

(1) We reserve the right to demand a down payment for individual orders. The amount of the deposit will be stated in the order confirmation.

(2) Should the customer wish to cancel a contract, the customer shall be obliged to send us a request for cancellation in writing or in text form. We are entitled, but not obliged, to accept a cancellation request from the customer within a period of 10 days after receipt of the cancellation request.

(3) If we accept the cancellation, the customer is obliged to pay the following cancellation costs, which will be offset against any down payment made:

In the event of a cancellation request within 30 days before the agreed delivery date, 100% of the advance payment made or 20% of the order value; in the event of a cancellation request more than 30 days before the agreed delivery date, 50% of the advance payment made or 10% of the order value. Decisive for the calculation is the date on which we receive the respective cancellation request.

§ 11 Place of jurisdiction – Place of performance

(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at the court of his place of residence.

(2) The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.

PROTEKTORWERK Florenz Maisch GmbH & Co KG

Gaggenau, December 2023