Terms of supply and payment

Terms and Conditions of Delivery / GTC. of STEINCONNECTOR GmbH

1. Scope
These Sales Conditions apply to all entrepreneurs, legal entities under public law and special
funds under public law. Our deliveries and services are provided solely on the basis of the
conditions hereinafter. The Purchaser’s terms and conditions which are not expressly accepted
by us are not valid.


2. Offers and Conclusion of the Contract
2.1 Our offers are subject to change and non-binding unless we have expressly designated
them as binding in textual form. Declarations of acceptance by the Purchaser shall, insofar
as they constitute offers pursuant to Section 145 of the German Civil Code, become binding
only through written confirmation on our part. We shall endeavour to accept orders by the
Purchaser within 5 days of receiving the order.
2.2 We reserve unrestricted rights of ownership and copyright to cost estimates, drawings
and other documents; they may not be made accessible to third parties. Drawings and other
documents that are part of offers shall be returned immediately upon request if the order is
not placed with us.
2.3 The information and illustrations contained in brochures and catalogues constitute approximate
values, as customary in the industry, unless we have expressly designated them as
binding.


3. Long-term and call-off contracts / Price adjustment
3.1. Contracts of indefinite duration may be terminated with 3 months’ notice.
3.2. For long-term contracts (contracts with a term of more than 12 months and contracts of
indefinite duration), where there is a significant change to wage, materials or energy costs,
each Contractual Partner is entitled to require appropriate price adjustment taking account of
these factors.
3.3. If a binding order quantity has not been agreed upon, our calculation is based on the
non-binding order quantity (target quantity) that is expected by the Partner for a certain time
frame.
3.4. For call-off contracts, unless otherwise agreed, binding quantities must be notified to us
by request at least 6 months prior to the delivery date. Additional costs which result from a
late request or subsequent changes to the order with respect to timing or quantity made by
our partner, will be borne by the latter, and our calculations will be determinative in this
context.

4. Confidentiality
4.1 Each Contractual Partner shall use all the documentation (this includes samples, models,
and data) and knowledge which it obtains under this business relationship only for the agreed
joint purposes and shall keep such documentation and knowledge secret, using the
same care as it does for its own comparable documentation and knowledge, where the other
Contractual Partner identifies such documentation and knowledge as confidential or has an
obvious interest in maintaining its secrecy.
4.2 This obligation comes into effect from the point in time at which the documentation or
knowledge was first acquired and expires 36 months after termination of the business relationship.
4.3 The obligation does not apply to documents and knowledge which are generally known
or which were already known to the Contractual Partner on receipt without being obliged to
maintain secrecy, or which are subsequently transmitted by a third party entitled to pass
them on or which are developed by the receiving Contractual Partner without using confidential
documents or knowledge of the other Contractual Partner.

5. Prices
5.1. Unless otherwise agreed, the prices shall apply “ex works”, excluding packaging, freight,
postage and insurance. These amounts will be invoiced separately.
5.2. VAT at the statutory rate is added to the price.


6. Terms of payment
6.1 All invoices are due for payment without deduction within 30 days of the invoice date.
6.2. If it is undisputed that we have delivered partially defective goods, our Purchaser is nevertheless
obliged to pay for the faultless part unless the partial delivery is of no interest to
him. In all other cases, the Purchaser may set off counter-claims only with legally established
or undisputed claims.
6.3. If the due date is exceeded, we shall be entitled to charge interest on arrears in the
amount of the rate charged by the Bank to us for overdrafts, but at least 9 percentage points
above the applicable base interest rate of the European Central Bank.
6.4. In the event of a delay in payment, we may, after notifying the Purchaser in writing, suspend
performance of our obligations until payment has been received.
6.5. If it becomes apparent after conclusion of the contract that our claim for payment is endangered
by the Purchaser’s inability to pay, we may refuse performance and set a
reasonable period of time within which the Purchaser must settle with delivery versus payment
or provide security. In the event of refusal by the Purchaser or fruitless expiry of the
deadline, we are entitled to withdraw from the contract and demand compensation for damages.

7. Delivery
7.1. In principle, delivery times are non-binding and approximate. In the event of uncertainty,
the delivery period begins with dispatch of the confirmation of order by us. For delivery times
to be complied with, the Purchaser must submit all required documents in a timely manner,
we must receive any necessary authorisations and releases punctually, and all contractual
obligations must be met by the Purchaser, in particular the agreed terms of payment. If these
requirements are not fulfilled in time, the delivery deadline shall be suitably extended. This
does not apply if we are responsible for the delay.
7.2. Unless otherwise agreed, we deliver “ex works”. The notification of readiness for dispatch
or collection by us is determinative for compliance with the delivery date or delivery period.
7.3 Partial deliveries are permissible to a reasonable extent. These will be invoiced separately.
7.4 Production-related excesses or shortages are permissible up to 10 percent of the total
order quantity. The total price will be amended accordingly.
7.5 In cases of force majeure and any other event beyond our control and influence, such as
natural disasters, mobilization, war, insurgency, strikes and lockouts, official restrictions on
imports and exports, unforeseen obstacles to production or deliveries – on our premises or
those of our subcontractors – the delivery period deadline shall be reasonably extended. We
will inform the Purchaser of the beginning and end of such circumstances as promptly as
possible.
7.6 If we incur a delay and cause the Purchaser to incur a loss as a result of this, the Purchaser
is entitled to demand a flat-rate compensation for delay. It shall amount to 0.5% of the value
of the part of the total output which cannot be used on time or in accordance with the
contract as a result of the delay for every full week of delay, up to a maximum of 5% of the
value.
7.7 Both damage claims by the Purchaser due to default in delivery and compensation in lieu
of performance exceeding the limits specified at Article 7.6 are excluded in all cases of
delayed delivery, even after expiry of any delivery deadline set for us. This will not apply in
the event of mandatory liability for intent, gross negligence or injury to life, limb or health. The
Purchaser may only withdraw from the Contract within the scope of statutory provisions, insofar
as the delay to delivery is attributable to us.
7.8. The Purchaser undertakes to notify us, upon our request, within a reasonable period, as
to whether it intends to withdraw from the Contract as a result of the delay or continues to require
delivery.


8. Shipping and transfer of risk

8.1 Goods notified as ready for dispatch shall be accepted by the Purchaser without delay.
Otherwise, we shall be entitled to dispatch them or to store them at the expense and risk of
the Purchaser, at our own discretion.
8.2 In the absence of special arrangements, we choose the means of transport and the
transport route.
8.3 The risk shall pass to the Purchaser when the goods are handed over to the railway company,
the freight forwarder or carrier, or when they are placed into storage, but no later than
leaving the factory or warehouse, even if we have taken over delivery.

9. Retention of title
9.1 We retain title to the delivered goods until full receipt of all claims arising from the business
relationship with the Purchaser.
9.2 The Purchaser is entitled to sell these goods in the ordinary course of business as long
as its obligations arising from the business relationship with us are met in a timely manner.
However, the Purchaser may neither pledge the goods subject to retention of title nor assign
them as security. The Purchaser is obliged to secure our rights in the case of resale on credit
of the goods subject to retention of title.
9.3 In the event of breaches of obligations by the Partner, in particular delay in payment, we
shall be entitled to withdraw from the contract and to take the goods back after fruitless expiry
of a reasonable deadline set for the Purchaser; the statutory provisions on the dispensability
of setting a deadline shall remain unaffected. The Purchaser is obliged to surrender the
goods.
9.4 The Purchaser hereby assigns to us as security all claims and rights arising from the sale
or, if applicable, the authorised rental of goods to which we have ownership rights. We hereby
accept the assignment.
9.5 Any processing or treatment of the goods subject to retention of title shall always be carried
out by the Purchaser on our behalf. If the goods subject to retention of title are processed
or inseparably mixed with other items not belonging to us, we shall acquire co-ownership
of the new item in the ratio of the invoice value of the goods subject to retention of title to the
other processed or mixed items at the time of processing or mixing. If our goods are combined
or inseparably mixed with other movable objects to form a single object and if the other
object is to be regarded as the main object, the Purchaser shall transfer to us proportional
co-ownership insofar as the main object belongs to him. The Purchaser shall hold ownership
or co-ownership on our behalf. For the rest, the same shall apply to items created by processing
or combination or mixing as to reserved goods.
9.6. The Purchaser must inform us immediately of any enforcement measures by third parties
on the reserved goods, claims assigned to us or other securities by handing over the
documents required for an intervention. This also applies to interferences of any other kind.
9.7 If the value of the existing securities exceeds the secured claims by more than 20 percent
in total, we are, at the request of the Purchaser, obliged to release securities of our
choice.


10. Warranty and liability
10.1 The condition of the goods is defined exclusively by the agreed technical delivery specifications.
In the event that we are to make deliveries in accordance with drawings, specifications,
models etc. by our Partner, the latter bears the risk of suitability for the intended purpose.
The point in time at which risk is transferred is decisive in determining whether the condition
of the goods complies with the contract.
10.2 We will not be liable for material defects caused by unsuitable or improper use, defective
installation or commissioning by the Purchaser or a third party, fair wear and tear, defective
or negligent handling, nor for the consequences of improper modifications and modifications
made without our consent or maintenance work carried out by the Purchaser or third
parties. The same applies for defects which reduce the value or suitability of the item to an
insignificant extent.
10.3 The Purchaser is obliged to meet its obligation to inspect and submit complaints in compliance
with Section 377 of the German Commercial Code (Handelsgesetzbuch, HGB) as a
pre-requisite for making any claim on the basis of defects. Here, it must examine the delivery
immediately or, at the latest, one week from receipt, for any defects and notify us where defects
are discovered. If there is a defect that is imputable to us, we are entitled to choose
whether to rectify the delivery or to replace it. Within the scope of supplementary performance,
we are obliged to reimburse the Purchaser for the expenses required to remove the
defective goods and for installation or fitting of repaired goods or subsequently delivered defect-
free goods. Reimbursement of costs is excluded, insofar as expenses increase due to
the fact that the goods are taken to another location after our delivery, unless this is in conformity
with the intended use of the goods. This shall apply accordingly to claims for reimbursement
of expenses by the Purchaser pursuant to Section 445a (seller’s recourse) of the
German Civil Code (Bürgerliches Gesetzbuch, BGB), provided that the last contract in the
supply chain is not a consumer goods purchase. If one of the two types of subsequent performance
or both prove impossible or unreasonable, we are entitled to refuse them. For as
long as the Purchaser fails to meet payment obligations to an extent that reflects the defectfree
portion of the performance, we are entitled to refuse subsequent performance.
10.4 If the rectification or replacement delivery do not occur within a reasonable period – in
consideration of our delivery possibilities – or if the rectification and/or replacement delivery
fail, the Purchaser may demand a reduction of purchase price or withdraw from the contract.
10.5 Unless otherwise provided for below (para. 7), further claims by the Purchaser are
excluded, regardless of their legal grounds (in particular claims arising from a breach of principal
or subsidiary contractual obligations, reimbursement of expenses with the exception of
that pursuant to Section 439 II of the German Civil Code, unlawful acts or other tortious liability);
this applies in particular to damages not caused to the delivery item itself and to claims
for loss of profit; claims which do not result from the defectiveness of the object purchased
are also included.
10.6 The preceding provisions also apply in the event of delivery of another item or a lesser
quantity.
10.7 The exclusion of liability regulated in paragraph 5 does not apply insofar as an exclusion
or limitation of the liability for damages from injury to life, limb, or health has been agreed upon
and said injury is caused by an intentional or grossly negligent violation of duties by the
user; the exclusion of liability does not apply either insofar as an exclusion or limitation of the
liability for other damages is agreed upon and said damages are caused by a violation of the
duties by a legal representative or agent of the user. Insofar as we culpably breach a
contractual or material obligation, liability is not excluded, but limited to foreseeable damages
that are typical of the contract; it is otherwise excluded pursuant to para. 5. Furthermore, the
exclusion of liability does not apply if under product liability law liability exists for personal injury
or material damage to privately used objects. It also does not apply in the event of assumption
of a guarantee and assurance of a feature if a defect thereby covered triggers our
liability. The above shall apply also to reimbursement of expenses.
10.8 Claims on subsequent performance, damages and reimbursement of expenses become
time-barred one year after delivery of the purchased object. Insofar as the law mandatorily
prescribes a longer time limit pursuant to § 438 para. 1 no. 2 of the German Civil Code
(Construction and Construction Items), § 445 b of the German Civil Code (Right of
Recourse), that time limit applies. Claims on reduction and exercise of the right to withdraw
from the contract are excluded, insofar as the subsequent performance claim has lapsed.
The Purchaser may, however, refuse payment of the purchase price in the event of clause 3
insofar as it would be entitled to do so based on withdrawal or reduction; in the event of
exclusion of withdrawal and a subsequent refusal to pay, we are entitled to withdraw from the
contract.
10.9 The Purchaser’s right of recourse against us in accordance with Section 445a (seller’s
recourse) shall only exist insofar as the Purchaser has not made any agreements with its
customer that exceed the statutory claims for defects.

11. Place of performance, place of jurisdiction and applicable law
11.1 The place of performance shall be our business headquarters.
11.2 Insofar as the Supplier is a merchant, a legal entity under public law or special fund under
public law, the place of jurisdiction for all disputes arising from the contractual relationship
shall be our business headquarters. We are also entitled to initiate claims at the Purchaser’s
registered office.
11.3 The laws of the Federal Republic of Germany shall apply, excluding conflict of law rules
and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Version: October 2020
STEINCONNECTOR GmbH
Frohntalerstraße 30
D-42929 Wermelskirchen