General sales conditions of Kandziora Hydraulik Engineering GmbH & Co.KG

I. General

1. These General Terms and Conditions of Sale (GTC) apply to all of our business relationships with our customers (“Buyers”). The General Terms and Conditions only apply if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

2. Our General Terms and Conditions apply exclusively. Differing, conflicting or supplementary general terms and conditions of the buyer will only become part of the contract if and to the extent that we have expressly agreed to their validity. This

The requirement for consent applies in all cases, for example even if the buyer refers to his general terms and conditions as part of the order and we do not expressly object to this. Individual agreements (e.g. framework supply agreements,

Quality assurance agreements) and information in our order confirmation take precedence over the General Terms and Conditions. In case of doubt, commercial clauses must be interpreted in accordance with the Incoterms issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

3. Our terms and conditions also apply to all future transactions with the customer.

II Offer, conclusion of contract

1. Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - including in electronic form - to which we hold ownership rights and copyrights Reserved.

2. The ordering of the goods by the buyer is considered a binding contract offer. Unless the order states otherwise, we are entitled to accept this contract offer within 14 days of its receipt.

3. Our order confirmation is decisive for the scope of delivery.
Subsidiary agreements and changes require our written confirmation. The order can also be accepted by delivering the goods.

III. Price and payment

1. Unless otherwise agreed in individual cases, our current prices at the time the contract is concluded apply, namely ex warehouse (Ex Works Incoterms 2020), plus VAT.

2. When purchasing by mail order, the buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, Taxes and other public charges are borne by the buyer.

3. The purchase price is due and payable within 7 days of invoicing and delivery or acceptance of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. We will declare a corresponding reservation with the order confirmation at the latest.

4. When the above payment deadline expires, the buyer is in default. During the delay, interest is to be paid on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further damages caused by default. Our claim to the commercial maturity interest (§ 353 HGB) remains unaffected from merchants.

5. The buyer is only entitled to offsetting or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer's counter-rights remain unaffected.

6. If our cost ratios (e.g. materials, wages, taxes, duties, etc.) change during the term of orders or contracts, we are entitled to increase the price to compensate for the resulting increase in costs. If the increase is more than 5% of the agreed price, the buyer has the right to terminate.

7. If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer's inability to pay, we are obliged in accordance with the statutory provisions to refuse performance and - if necessary after setting a deadline - to withdraw from the contract Contract entitled (§ 321 BGB). In the case of contracts for the production of unreasonable items (custom-made items), we can declare withdrawal immediately; The legal regulations regarding the dispensability of setting a deadline remain unaffected.

IV. Delivery time

1. The delivery period is agreed individually or specified by us when accepting the order. If this is not the case, the delivery period is approximately 12 weeks from the conclusion of the contract. A delivery period begins with the conclusion of the contract or the dispatch of the order confirmation, but not before the information and documents to be obtained by the customer have been provided (e.g. plans, drawings, approvals, releases, etc.) or before receipt of an agreed deposit or, in the case of advance payment, until payment has been made. Compliance with the delivery deadline requires the customer to fulfill his contractual obligations. Subsequently requested by the customer

Changes extend the delivery time appropriately.

2. The delivery deadline is deemed to have been met if the delivery item has left the factory by the time it expires or if readiness for dispatch has been communicated.

3. If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the buyer of this immediately and at the same time inform the expected new delivery deadline. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; We will immediately reimburse any consideration already provided by the buyer. Non-availability of the service occurs, for example, if our supplier fails to deliver on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain, for example due to force majeure or if we are not obliged to procure in individual cases.

4. The occurrence of our delay in delivery is determined in accordance with the legal regulations. In any case, a reminder from the buyer is required.

5. The buyer cannot reject partial deliveries.

6. We only need to deliver goods that have been called up late only within the scope of our possibilities and against reimbursement of the additional storage and other costs. If a reasonable grace period has been set without result, we are entitled, at our discretion, to sell the goods elsewhere for the buyer's account or to withdraw from the contract.

V. Transfer of risk and acceptance

1. Delivery takes place ex warehouse (Ex Works Incoterms 2020), which is also the place of fulfillment for delivery and any subsequent fulfillment. At the buyer's request and expense, the goods will be sent to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the type of shipment ourselves (in particular the transport company, shipping route, packaging).

2. The risk of accidental loss and accidental deterioration of the goods passes to the buyer upon handover at the latest. However, when purchasing by mail order, there is a risk of accidental loss and accidental deterioration Goods and the risk of delay are already passed on when the goods are delivered to the freight forwarder, the freight carrier or the person or institution otherwise designated to carry out the shipment. If acceptance has been agreed, this is decisive for the transfer of risk. Otherwise, the statutory provisions of contract law apply accordingly to an agreed acceptance. The transfer or acceptance is deemed to be the same if the buyer is in default of acceptance.

3. If the buyer defaults on acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the buyer is responsible, we are entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs).

 4. Partial deliveries are permitted.

VI. Retention of title

1. We reserve title to the goods sold until all of our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

2. The goods subject to retention of title may neither be pledged to third parties nor assigned as security until the secured claims have been paid in full. The buyer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties access (e.g. seizures) the goods belonging to us.

3. If the buyer behaves in breach of contract, in particular if the purchase price due is not paid, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The request for release does not also include a declaration of withdrawal; Rather, we are entitled to simply demand the return of the goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, we may only assert these rights if we have previously unsuccessfully set the buyer a reasonable deadline for payment or if such a deadline is unnecessary according to legal regulations.

4. Until revoked in accordance with (c) below, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions also apply.

(a) The retention of title extends to the products created by processing, mixing or combining our goods at their full value, whereby we are considered the manufacturer. If third-party goods remain subject to ownership rights when processed, mixed or combined with goods, we acquire co-ownership in proportion to the invoice value of the processed, mixed or combined goods. Otherwise, the same applies to the resulting product as to the following

Retention of title to delivered goods.

(b) The buyer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in full or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The buyer's obligations mentioned in paragraph 2 also apply with regard to the assigned claims.

(c) The buyer remains authorized to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets his payment obligations to us, there is no defect in his ability to perform and we do not assert the retention of title by exercising a right in accordance with paragraph 3. However, if this is the case, we can demand that the buyer inform us of the assigned claims and their debtors, provide all the information required for collection, hand over the associated documents and inform the debtors (third parties) of the assignment. In this case, we are also entitled to revoke the buyer's authority to further sell and process the goods subject to retention of title.

(d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the buyer's request.

VII. Warranty

1. The legal regulations apply to the buyer's rights in the event of material and legal defects (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. In all cases, the legal provisions regarding the purchase of consumer goods (§§ 474 ff. BGB) and the rights of the buyer separately from guarantees, especially those provided by the manufacturer, remain unaffected.

2. The basis of our liability for defects is primarily the agreement made regarding the quality and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer information that are the subject of the individual contract or that were made publicly known by us (particularly in catalogs) at the time the contract was concluded are considered a quality agreement in this sense. As far as the quality is concerned agreed, it must be assessed according to the legal regulations whether there is a defect or not. Public statements made by the manufacturer or on its behalf, especially in advertising or on the product label, take precedence over statements made by other third parties.

3. We are generally not liable for defects that the buyer knows about when the contract is concluded or which he does not know about due to gross negligence. Furthermore, the buyer's claims for defects require that he has complied with his statutory inspection and reporting obligations (§§ 377, 381 HGB). For other goods intended for installation or other further processing, an inspection must always be carried out immediately before processing. If a defect becomes apparent during delivery, inspection or at any later time, we must be notified of this immediately in writing. In any case, obvious defects must be reported in writing within 4 working days of delivery and defects that cannot be identified during inspection within the same period of discovery. If the buyer fails to properly inspect and/or report defects, our liability for the defect not reported or not reported in a timely manner or not properly is excluded in accordance with statutory provisions. In the case of goods intended for installation, attachment or installation, this also applies if the defect as a result of a breach of one of these obligations only became apparent after the corresponding processing; In this case, the buyer has no claims to reimbursement of corresponding costs (“dismantling and installation costs”).

4. If the item delivered is defective, we can initially choose whether we provide supplementary performance by eliminating the defect (repair) or by delivering an item free of defects (replacement delivery). Is the type we chose

If supplementary performance is unreasonable for the buyer in individual cases, he can reject it. Our right to refuse supplementary performance under the legal requirements remains unaffected.

5. We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due.

6. The buyer must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the buyer must return the defective item to us upon our request in accordance with the statutory provisions; However, the buyer has no right to return the item. Subsequent performance does not include the dismantling, removal or disinstallation of the defective item nor the installation, attachment or installation of a defect-free item if we were not originally obliged to provide these services; The buyer's claims for reimbursement of corresponding costs ("removal and installation costs") remain unaffected.

7. The buyer's claims for reimbursement of expenses in accordance with Section 445a Paragraph 1 BGB are excluded, unless the last contract in the supply chain is a purchase of consumer goods (Sections 478, 474 BGB). The buyer's claims for damages or reimbursement of wasted expenses (§ 284 BGB) only exist in the event of defects in the goods in accordance with the following

VIII Liability

8. The sale of used goods is subject to the exclusion of any warranty, unless something else has been expressly agreed with the buyer in writing.

VIII other liability

1. Unless otherwise stated in these General Terms and Conditions, including the following provisions, we are liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

2. We are liable for damages - regardless of the legal basis - within the scope of liability for intent and gross negligence. In the event of simple negligence, we are only liable, subject to statutory liability limitations (e.g. care in our own affairs; insignificant breach of duty).

a) for damages resulting from injury to life, body or health,

b) for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which 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, our liability is limited to compensation for foreseeable, typically occurring damage.

3. The limitations of liability resulting from paragraph 2 also apply to third parties and to breaches of duty by persons (including for their benefit) for whose fault we are responsible in accordance with statutory provisions. They do not apply if a defect was fraudulently concealed or a guarantee was given for the quality of the goods and for claims of the buyer according to Product Liability Act.

4. Due to a breach of duty that does not consist of a defect, the buyer can only withdraw or terminate the contract if we are responsible for the breach of duty. The buyer has a free right of termination (in particular in accordance with Sections 650 and 648 of the German Civil Code) excluded. Otherwise, the legal requirements apply Legal consequences.

IX. Templates, Copyrights, Items

1. Templates or other items provided by the purchaser will be stored and treated confidentially by the supplier with the same care as the supplier's own documents and items.

2. Loss or damage to templates and other items provided by the customer

We are only liable for items provided if they were caused intentionally or as a result of gross negligence.

3. The customer assures that he has the copyright or the right of use to the

to the documents made available to him (e.g. plans, construction drawings, samples, etc.). He releases us from all claims and reimburses us for all costs that arise as a result of third parties having a copyright or a right of use or similar against us.

X statute of limitations

1. Deviating from Section 438 Paragraph 1 No. 3 BGB, the general limitation period for claims based on material and legal defects is one year from delivery. If acceptance has been agreed, the limitation period begins with acceptance.

2. The above limitation periods of the sales law also apply to contractual and

Non-contractual claims for damages by the buyer that are based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The buyer's claims for damages in accordance with VIII Other Liability Paragraph 2 S. 1 and S

2(a) and the Product Liability Act expire exclusively according to the statutory limitation periods.

XI. Place of performance, place of jurisdiction, applicable law

1. The law of the Federal Republic of Germany applies to these General Terms and Conditions and the contractual relationship between us and the buyer, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2. Is the buyer a merchant? Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Meppen. The same applies if the buyer is an entrepreneur. § 14 BGB is. However, in all cases we are also entitled to bring an action at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the buyer's general place of jurisdiction. Priority legal regulations, in particular regarding exclusive responsibilities, remain unaffected.