General Terms and Conditions

§ 1 Scope of application

1. The Standard Terms and Conditions apply exclusively between merchants.
2. The following terms and conditions apply exclusively to all deliveries and services of the seller.
   The Seller does not recognize the Buyer’s general terms and conditions unless the Seller has expressly agreed to their validity in writing.
   This shall also apply if the Seller performs the services without reservation in the knowledge of conflicting terms and conditions or terms and conditions that deviate from these Standard Terms and Conditions.

§ 2 Place of performance, delivery and acceptance

1. The place of performance for all services arising from the delivery contract is 89542 Herbrechtingen, Germany.
2. Unless special agreements have been made, our prices are ex domestic works, excluding shipping costs and VAT; packaging is charged at cost price.
   The buyer shall bear the shipping costs.
   The goods shall be shipped uninsured.
   A shipping notification can be agreed.
3. Packaging costs for special packaging shall be borne by the buyer.
4. Partial shipments are permitted with the buyer’s consent.
5. We reserve the right to deliver up to 10% more or less than the agreed quantity of webbing and ready-made parts.
6. If the goods are not accepted on time due to the fault of the Buyer, the Seller shall be entitled, at its discretion, to invoice the goods with immediate maturity (invoice in arrears).

§ 3 Place of jurisdiction

The place of jurisdiction (also for actions on bills of exchange and checks) is Heidenheim/Brenz.
The plaintiff shall also be entitled to bring an action at the registered office of the professional or cartel organization responsible for the seller in Stuttgart.
The court first seized shall have jurisdiction.

§ 4 Contractual content

1. The goods are delivered on specific dates (working day or a specific calendar week).
   All sales are only concluded for specific quantities, articles, qualities and fixed prices.
   Both parties are bound by this.
2. Orders that can only be executed in certain minimum sizes (block orders) are permitted and must be limited in time when the contract is concluded.
   The acceptance period may not exceed 12 months.

§ 5 Interruption of delivery

1. In the event of force majeure, industrial action for which one of the contracting parties is not responsible and other operational disruptions for which it is not responsible and which have lasted or are expected to last longer than one week, the delivery or acceptance period shall be extended without further ado by the duration of the hindrance, but by no more than 5 weeks.
   The extension shall only take effect if the other party is informed immediately of the reason for the hindrance as soon as it becomes clear that the delivery or acceptance deadline cannot be met.
2. If the delivery or acceptance in the cases specified in para.
   1, the other contracting party may withdraw from the contract after expiry of a grace period of 12 calendar days to be set.
3. Claims for damages are excluded in the cases of para.
   1 shall be excluded if the respective contracting party fulfills its obligation pursuant to Section 1.
   Para.
   1 has been fulfilled.

§ 6 Subsequent delivery period

1. After expiry of the delivery period, a subsequent delivery period of 30 calendar days shall commence without declaration.
   After expiry of this period, the buyer may withdraw from the contract by written declaration.
   If the buyer wishes to claim damages instead of performance, he must set the seller a 4-week deadline in writing after expiry of the agreed delivery period.
   The statutory provisions on the dispensability of setting a deadline (§281 para. 2, §323 para. 2 BGB) remain unaffected.
2. For stock goods ready for dispatch and NOS goods – “Never-out-of-Stock” – the subsequent delivery period is 5 working days.
   In the event of non-delivery, the buyer must be informed immediately.
   In all other respects, the provisions of para.
   1.
3. Prior to the expiry of the subsequent delivery period, claims of the buyer due to delayed delivery are excluded, insofar as § 8 para.
   2 and 3 do not apply.

§ 7 Notice of defects

1. Notices of defects must be sent to the seller within 12 calendar days of receipt of the goods at the latest in the case of obvious defects.
   The Buyer must notify the Seller of hidden defects immediately after their discovery.
2. After cutting or otherwise commenced processing of the delivered goods, any complaint about obvious defects is excluded.
3. Minor, technically unavoidable deviations in quality, color, width, weight, finish or design shall not constitute a material defect.
   This also applies to customary deviations, unless the seller has declared in writing that the delivery is true to the sample.
4. In the event of justified complaints, the Buyer shall be entitled, at the Seller’s discretion, to rectification of defects or delivery of defect-free replacement goods within 12 calendar days of receipt of the returned goods.
   In this case, the seller shall bear the freight costs.
   If the subsequent performance has failed, the Buyer shall only have the right to reduce the purchase price or to withdraw from the contract, unless § 8 para.
   2 and 3 apply.
5. If the notice of defects is not made in due time, the goods shall be deemed approved.

§ 8 Compensation

1. Claims for damages by the buyer are excluded unless otherwise stipulated in these terms and conditions.
2. The exclusion in para.
   1 shall not apply in the event of liability under the Product Liability Act, in the event of intent, gross negligence on the part of owners, legal representatives and executives, in the event of fraudulent intent, non-compliance with an assumed guarantee, culpable injury to life, limb or health or culpable breach of material contractual obligations; material contractual obligations are those whose fulfillment characterizes the contract and on which the buyer may rely.
   However, a claim for damages due to breach of material contractual obligations is limited to the foreseeable damage typical for the contract, unless another case mentioned in sentence 1 exists.
3. A change in the burden of proof to the detriment of the buyer is not associated with the above provisions.

§ 9 Payment

1. The invoice shall be issued on the day of delivery or provision of the goods.
   Postponement of the due date (value date) is generally excluded.
   Invoices shall be issued in euros.
2. The confirmed prices shall apply for the agreed period, but for no longer than 6 months.
   In the event of proven raw material price increases of more than 5% at the time of delivery compared to the time of the order, we shall be entitled to adjust the sales prices in accordance with the cost of goods and the raw material increase, provided that there is a period of at least 3 months between the order and delivery and the customer has been notified of the raw material price increase without delay.
3. Unless otherwise agreed, our invoices are payable within 10 days of the invoice date without any deductions.
   From the 11th day, default occurs in accordance with § 286 para.
   2 No. 1 BGB.
4. Payments are always used to settle the oldest debt items due plus the default interest accrued on them.
5. Decisive for the timeliness of the payment is the final credit on the seller’s account.
6. Prices quoted are always net prices, plus the VAT applicable on the invoice date.
7. Advance payments may be required.
8. We are entitled to assign the claims arising from our business relationship.

§ 10 Payment after the due date

1. In the case of payments after the due date, interest of 9% above the respective base interest rate of the German Federal Bank shall be charged in accordance with § 247 BGB.
   The Seller shall not be obliged to make any further deliveries under any current contract before full payment of invoice amounts due, including interest.
   The right to claim damages for default remains reserved.
   In all other respects, § 288 BGB shall apply.
2. In the event of a significant deterioration in financial circumstances, such as imminent insolvency or default in payment, the Seller may refuse to perform its obligations under all delivery contracts based on the same legal relationship or withdraw from these delivery contracts after setting a grace period of 12 calendar days.
   Otherwise, § 321 BGB applies.
   § Section 119 InsO remains unaffected.

§ 11 Offsetting and retention

The offsetting and retention of due invoice amounts is only permitted with undisputed or legally established claims, insofar as these are not claims for damages that are closely related to the buyer’s claim for defect-free fulfillment of the contract.

§ Section 12 Property rights

If the industrial property rights of third parties are infringed during the manufacture of the goods according to drawings, samples or other information provided by the Buyer, the Buyer shall indemnify the Seller against all claims.

§ 13 Retention of title

1. The goods shall remain the property of the seller until full payment of all claims arising from deliveries of goods from the entire business relationship, including ancillary claims, claims for damages and redemption of checks and bills of exchange.
   The retention of title shall remain in force even if individual claims of the seller are included in a current account and the balance is drawn and recognized.
2. If the reserved goods are combined, mixed or processed by the buyer to form a new movable item, this shall be done on behalf of the seller without the seller being obligated as a result.
   By combining, mixing or processing, the buyer does not acquire ownership in accordance with §§ 947 ff.
   §§ 947 ff. BGB to the new item.
   In the event of combination, mixing or processing with items not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the ratio of the invoice value of its reserved goods to the total value.
3. If a central settlement agent is involved in the business transaction between the seller and the buyer, who assumes the del credere, the seller transfers ownership upon shipment of the goods to the central settlement agent subject to the condition precedent of payment of the purchase price by the central settlement agent.
   The buyer shall only be released upon payment by the central settlement agent.
   1. The buyer may only sell or process the reserved goods in the ordinary course of business, provided that his financial circumstances do not subsequently deteriorate significantly.
   2. The buyer hereby assigns the claim with all ancillary rights from the resale of the reserved goods – including any balance claims – to the seller.
      The seller accepts this assignment.
   3. If the goods have been combined, mixed or processed and the seller has acquired co-ownership in the amount of its invoice value, it shall be entitled to the purchase price claim in proportion to the value of its rights to the goods.
   4. If the buyer has sold the claim as part of genuine factoring, the buyer assigns the claim against the factor that takes its place to the seller and forwards its sales proceeds to the seller in proportion to the value of the seller’s rights to the goods.
      The buyer is obliged to disclose the assignment to the factor if he is more than 10 calendar days overdue with the payment of an invoice or if his financial circumstances deteriorate significantly.
      The seller accepts this assignment.
   5. The buyer is authorized to collect the assigned claims as long as he meets his payment obligations.
      The authorization to collect shall expire in the event of default of payment by the Buyer or in the event of a significant deterioration in the Buyer’s financial circumstances.
      In this case, the seller is hereby authorized by the buyer to inform the customers of the assignment and to collect the claims himself.
      In order to assert the assigned claims, the buyer must provide the necessary information and allow this information to be checked.
      In particular, he must provide the seller on request with a precise list of the claims to which he is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice date, etc.
4. Pledging or transfer by way of security of the reserved goods or the assigned claims is not permitted.
   The seller must be informed immediately of any pledges, stating the name of the pledgee.
5. If the seller takes back the delivery item in exercising his right of retention of title, this shall not automatically constitute a withdrawal from the contract.
   The seller may satisfy his claims from the returned goods subject to retention of title by selling them in the open market.
6. The Buyer shall store the reserved goods for the Seller free of charge.
   He shall insure them against the usual risks, such as fire, theft and water, to the customary extent.
   The Buyer hereby assigns to the Seller its claims for compensation to which it is entitled against insurance companies or other parties liable for compensation arising from damage of the above-mentioned type, in the amount of the invoice value of the goods.
   The seller accepts the assignment.
7. All claims as well as rights arising from the retention of title to all special forms stipulated in these terms and conditions shall remain in force until full release from contingent liabilities (check/bill of exchange) which the seller has entered into in the interest of the buyer.
   In the case of sentence 1, the buyer is generally permitted to engage in factoring for its outstanding receivables.
   However, he must inform the seller before entering into contingent liabilities.

§ 14 Applicable law

The law of the Federal Republic of Germany shall apply.
The United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 is excluded.

§ 15 Final provisions

German law shall apply to deliveries abroad.
The exclusive place of jurisdiction for all present and future claims arising from business relations with registered traders shall be the local or regional court responsible for the registered office of our company.
Should parts or entire agreements of these terms of delivery and payment lack legal validity, the remaining agreements shall remain fully effective.
Any legally defective parts shall be replaced by valid agreements, whereby these shall take into account the economically intended circumstances.

Status: 01.10.2024