§ 1 General

(1) The delivery and payment terms are part of all offers and contracts for goods of the seller, to current and future business relations.

(2) Any agreements and relationships are only binding if they are confirmed in writing by the seller.

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§ 2 Offers, delivery deadlines

(1) Offers are subject to change. Subject to prior sale.

(2) When approximate quantities are agreed, the seller is justified up to 10% increase or decrease in power.

(3) Delivery dates are subject to correct and punctual delivery. Partial deliveries are permissible.

(4) Samples and samples are regarded as approximate samples for quality, size and color, packaging and presentation, their properties are therefore not assured.

(5) Packaging costs, loan, deposit and wearing fees for packaging materials as well as the cost of returning the packaging material are at the expense of the purchaser. Upon return of loaned packaging materials within one month from date of shipment the purchaser receives a credit. Transport equipment remains the property of the supplier. Any failure to return is calculated.

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§ 3 Delivery, delay and impossibility

(1) Sales occur from the seller's stock. Upon delivery the purchaser bears the risk from stock, deliveries from the factory are at the risk of the purchaser. Arising transportation costs are charged to the purchaser.

(2) Industrial actions or unforeseen, unusual, serious events, which are not the fault of the seller, such as government actions, traffic so the seller relieve traffic congestion for the duration of effect, or in case of impossibility of its delivery obligations.

(2) Arbeitskämpfe oder unvorhersehbare, außergewöhnliche, schwerwiegende Ereignisse, die der Verkäufer nicht zu vertreten hat, wie hoheitliche Maßnahmen, Verkehrsstörungen usw. befreien den Verkäufer für die Dauer ihrer Auswirkungen oder im Falle der Unmöglichkeit von der Lieferpflicht.

(3) Im Falle des Leistungsverzuges des Verkäufers oder der von ihm zu vertretenden Unmöglichkeit der Leistung sind Schadensersatzansprüche des Käufers ausgeschlossen, es sei denn, sie beruhen auf Vorsatz oder grober Fahrlässigkeit des Verkäufers, seines gesetzlichen Vertreters oder Erfüllungsgehilfen.

(4) Es besteht keine Rücknahmeverpflichtung von mangelfrei gelieferten Waren. Erklärt sich der Verkäufer im Wege der Kulanz zur Rücknahme von Waren, die sich im mangelfreien Zustand und in Originalverpackung befinden, bereit, erfolgt eine entsprechende Warengutschrift erst, nachdem die Ware am Lager des Verkäufers eingetroffen ist und Liefernachweis durch den Käufer erbracht wurde. Aufrechnung ist erst nach erteilter Gutschrift zulässig.

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§ 4 Payment

(1) Invoices are payable immediately, without discount, unless otherwise agreed.

(2) Payment of invoice by check or bill payment and is subject to the approval of the seller, discount, exchange fees and costs borne by the buyer.

(3) The seller shall be entitled to the buyer, the merchant in terms of the Commercial Code, by the due date and the buyer who is not a merchant, from interest on arrears to be paid by him even to credit costs, but at least 2% above the Bundesbank discount rate to calculate sales taxes.

(4) Invoices of the seller are considered recognized if not protested in writing within 30 days after the invoice date. The seller will inform the buyer with each invoice.

(5) The statement of the seller to 31.12. each year shall be deemed accounts. The balance shall be deemed accepted if the buyer does not object within two weeks of receipt of the accounts objections. The seller is sending in the accounts referred to this special. Statutory rights are unaffected.

(6) The buyer waives the right of retention from earlier or other transactions of the ongoing business relationship. The offsetting of counterclaims is only permissible if they are undisputed or legally binding.

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§ 5 Defects, warranty and liability

(1) The obligations of § § 377 and 378 Commercial Code apply to the action, that is, the buyer, the merchant in terms of the Commercial Code, all recognizable and the buyer who is not a merchant, any obvious defects, shortages or incorrect shipments immediately upon receipt show the product has.

(2) Hidden defects can only be asserted within a reasonable and of the nature of the commodity-dependent period and must be within 24 hours of discovery, however, be notified within 6 days after receipt of the goods, the seller. The complaint must be supported by an expert's opinion.

(3) timely, justifiable claims of defective goods to the buyer are under exclusion of claims for damages to the statutory warranty rights. Express warranties are for the purposes of § 459 para 2 BGB as a warranty explicitly labeled. Non-binding recommendations of the seller of goods or its agents as well as product of the manufacturer or seller shall not be deemed to be guaranteed.

(4) To fulfill its warranty obligations, provided that the seller's claims against suppliers - even if they go beyond the statutory warranty provisions - to the buyer. The buyer can not assert warranty claims assigned to him out of court, the individual responsibility of the seller lives again.

(5) Claims for damages from the buyer's breach of contract, negligence in contract negotiations and tort are excluded, unless they are based on intent or gross negligence of the Seller, his legal representative or agent.

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§ 6 Retention of title

(1) The delivered goods until full payment is the purchase price and all claims arising from the entire business connections property of the seller. In case of default of the buyer is obligated to reminders to issue the conditional goods.

(2) If reserved goods are processed by the buyer of a chattel, it is for the seller, without any obligation on it, the new item becomes the property of the seller. When processing with not belonging to the seller, the seller acquires ownership of the new item in proportion to the value of the goods to the other goods at the time of processing.

(3) If the goods not the buyer alone or together with goods belonging to the seller, the buyer shall already now coming from the further processing of claims in the amount of the value of the goods with all ancillary rights to the accepting this seller. Value of the goods is the seller of the invoice amount plus a security surcharge of 10%, which however are not recognized to the extent it would hold the rights of third parties. If the reserved goods are resold is the joint property of the seller, the cession of the claims extend to the amount that corresponds to the percentage value of the seller's joint ownership. In the case of combining, mixing or blending of the goods, the buyer's claims against the owner or owners of movable or immovable property, with the associated the goods, mixed or mingled, in the amount of the claims of the materials supplied to accepting this seller from . If the buyer acquires by combining, mixing or blending exclusive property, it will automatically transfer to the seller co-ownership in proportion to the value of the goods to the other goods at the time of connection, mixing or blending. The buyer has to keep in those cases which are owned or co-ownership of the seller standing thing that is also considered reserved goods according to the following provisions, free of charge.

(4) The buyer may resell, use the reserved goods only in the usual and ordinary course of business only with the proviso authorized and empowered, that the claims are referred to in paragraph (3) the seller actually. To dispose of the goods, in particular pledging or security transfer of ownership, the buyer is not entitled.

(5) The Seller authorizes the Buyer, subject to revocation, to collect the assigned pursuant to paragraph (3) and (4) claims. The seller will make no use of the collection authority, as long as the buyer fulfills his payment ichtungen including to third parties. At the request of the seller, the buyer of the debtors of assigned claims and notify them of the assignment, the seller is authorized to notify the debtor of the assignment itself.

(6) any execution against the reserved goods or the assigned claims, the purchaser must inform the seller immediately handing over the documents necessary for the opposition.

(7) The payment, filing or declaration of bankruptcy, go out of court or settle out of court proceedings, the right to resell, the use of the goods and the authorization to collect the assigned claims, with a check or bill of exchange goes the direct debit also.

(8) If the value of the securities granted to claims by more than 10%, the seller is liable to make restitution or release of its choice. Upon payment of all debts of the seller of the business relationship over the ownership of the goods and the claims assigned to the buyer.

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§ 7 Jurisdiction

If the conditions for an jurisdiction agreement under § 38 of the Code of Civil Procedure (COCP) are met, ie, if the purchaser is a businessman, a legal entity under public law or a public special fund, the court of jurisdiction for all claims of the parties, including actions on a bill of exchange and check, is the one responsible for the registered office of the seller ie Duisburg. German law applies.

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