General Terms and Conditions of Sale and Delivery

I. General

These General Terms and Conditions of Sale and Delivery form the basis of all contracts and offers. They are deemed accepted upon the placing of an order or the acceptance of delivery. Conflicting or deviating terms or other restrictions imposed by the buyer will not be recognized unless the seller has expressly agreed to them in writing in an individual case.

II. Offers and Acceptance

1. Our offers are subject to change. Orders are only binding for us once and to the extent that we have confirmed them in writing or have commenced their execution. Amendments, supplements, and verbal collateral agreements also require written confirmation.

2. Supplementary clauses regarding the description of goods such as "approximately," "as previously supplied," "as before," or similar additions in our offers refer exclusively to the quality or quantity of the goods, not to the price. Such information in orders will be understood by us accordingly, and any confirmation provided is intended to reflect this.

3. Quantity specifications are always approximate. Deviations of 10% downwards or upwards due to safety or filling requirements are considered in accordance with the contract. Such quantity deviations will be fully taken into account in the invoice total.

III. Calculation, Payment

1. Our prices are generally exclusive of statutory value-added tax.

2. The purchase price is payable net cash upon delivery of the goods, unless otherwise agreed.

3. The weights at the time of dispatch are always decisive for calculation.

4. If the payment deadline is exceeded, interest may be charged at a rate of 4% above the respective discount rate of the Deutsche Bundesbank for invoicing in EUR, or 2% above the respective interbank rate (LIBOR) for one-month funds for invoicing in foreign currency. In the event of default, statutory rights to claim damages for non-performance and to withdraw from the contract remain reserved; furthermore, any remaining debts arising from the contractual relationship shall become due immediately.

5. The acceptance of bills of exchange requires the seller's consent; they are accepted on account of payment. The maximum term for bills of exchange is ninety days from the invoice date. Discount charges, bill of exchange fees, stamp duty, and similar charges incurred after the agreed payment deadline are to be borne by the buyer.

6. If there are reasonable doubts regarding the buyer's solvency or creditworthiness and the buyer, despite a corresponding request, is not prepared to make payment in advance or to provide suitable security for the performance due from them, the seller is entitled to withdraw from the contract, provided they have not yet performed their own obligations.

7. Payments are only considered made once the amount is finally available in one of the seller's accounts.

8. The seller reserves the right to apply payments to the settlement of older invoice items plus any accrued default interest and costs, in the following order: costs, interest, principal claim.

9. Retention of payment by the Buyer is excluded. The Buyer may only offset claims that are undisputed or have been legally established.

IV. Delivery, Shipping

1. The Seller endeavors to deliver as quickly as possible at all times. There are no fixed delivery deadlines.

2. To the extent that a fixed delivery date has been agreed upon as an exception to this, the Buyer must grant a reasonable grace period of generally four weeks in the event of a delay in delivery.

3. The date of the respective shipping document shall be deemed the date of delivery.

4. The Seller reserves the right to choose the shipping route and method. Additional costs caused by special shipping requests from the Buyer shall be borne by the Buyer. The same applies to increases in freight rates occurring after the conclusion of the contract, as well as any additional costs for rerouting, storage fees, etc., unless carriage-paid delivery has been agreed upon.

5. The risk of destruction, loss, or damage to the goods passes to the Buyer upon their dispatch or, in the case of collection by the Buyer, upon their being made available.

6. The delivery obligation is subject to force majeure, in particular uninterrupted production at the Seller's suppliers.

V. Force Majeure

Force majeure of any kind, unforeseen operational, traffic, or shipping disruptions, fire damage, floods, unforeseeable shortages of labor, energy, raw materials, or auxiliary materials, strikes, lockouts, official orders, or other obstacles beyond the control of the party obligated to perform, which reduce, delay, or make unreasonable the production, shipment, acceptance, or consumption, shall release the party from the obligation to deliver or accept for the duration and extent of the disruption. In the event of a partial or complete loss of the Seller's sources of supply, the Seller is not obligated to obtain goods from third-party suppliers. In this case, the Seller is entitled to distribute quantities of goods while taking its own requirements into account.

VI. Retention of Title

1. Ownership of the goods shall not pass to the Buyer until the Buyer has fulfilled all of its liabilities arising from the mutual business relationship with the Seller, including any current account balance.

2. The Seller is entitled to demand the return of the goods subject to retention of title from the Buyer without setting a grace period or declaring withdrawal if the Buyer is in default of fulfilling its obligations toward the Seller. The repossession of the goods subject to retention of title constitutes a withdrawal from the contract only if the Seller expressly declares this in writing. If the Seller withdraws from the contract, it may demand compensation for the duration of the use of the goods, which shall be calculated in accordance with Section 13 (2) of the Consumer Credit Act.

3. In the event of processing of the goods subject to retention of title, the Buyer acts on behalf of the Seller without acquiring any claims against the Seller due to the processing. The Seller's retention of title therefore extends to the products resulting from the processing. If the goods subject to retention of title are processed together with goods owned by third parties, or if the goods subject to retention of title are mixed or combined with goods owned by third parties, the Seller acquires co-ownership of the resulting products in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods.

4. The Buyer is obligated to store the goods subject to retention of title carefully for the Seller, to maintain and repair them at its own expense, and to properly insure them against loss and damage at its own expense to the extent required of a diligent merchant. The Buyer hereby assigns its claims from the insurance contracts to the Seller in advance.

5. As long as the Buyer duly fulfills its liabilities toward the Seller, it is entitled to dispose of the goods subject to retention of title in the ordinary course of business; however, this does not apply if and to the extent that a prohibition of assignment regarding the purchase price claim has been agreed upon between the Buyer and its customers. The Buyer is not authorized to pledge, transfer by way of security, or otherwise encumber the goods. When reselling, the Buyer must make the transfer of ownership conditional upon full payment for the goods by its customers.

6. The Buyer hereby assigns to the Seller in advance, as security for all claims arising from the business relationship between the Seller and the Buyer, all claims resulting from the resale of the goods subject to retention of title, including all ancillary and security rights, as well as bills of exchange and checks. If goods subject to retention of title are sold together with other items for a total price, the assignment is limited to the pro-rata amount of the Seller's invoice for the goods subject to retention of title that were sold. If goods are sold in which the Seller has a co-ownership share pursuant to Section 3 above, the assignment is limited to the portion of the claim that corresponds to the Seller's co-ownership share. If the Buyer uses the goods subject to retention of title for the paid processing of items owned by a third party, the Buyer hereby assigns its claim for remuneration against the third party to the Seller in advance for the aforementioned security purpose. As long as the Buyer meets its payment obligations on time, it is entitled to collect the claims from resale or processing itself. The Buyer is not authorized to pledge or assign these claims in any way.

7. If the realization of the Seller's claims appears to be at risk, the Buyer must, upon request, notify its customers of the assignment and provide the Seller with all necessary information and documentation. The Buyer must immediately notify the Seller of any third-party access to the goods subject to retention of title or to the assigned claims.

8. If the value of the collateral held by the Seller exceeds the Seller's secured claims against the Buyer by more than 20%, the Seller shall be obligated to release such collateral at the Buyer's request, at the Seller's own discretion.

VII. Damages

1. Claims for damages by the buyer—including those of a non-contractual nature—are excluded in the event of a slightly negligent breach of duty by the seller, their senior executives, or other vicarious agents, unless the breach concerns a duty that is essential for achieving the purpose of the contract.

2. The seller is only liable for indirect damages or damages that were unforeseeable at the time the contract was concluded if there is gross negligence on the part of the seller or one of the seller's senior executives.

3. Mandatory statutory liability provisions remain unaffected.

VIII. Complaint Period

1. Complaints can only be considered if they are submitted immediately in writing—no later than 8 days for quantity complaints or 30 days for quality complaints after the goods arrive at the buyer's premises, and in any case before processing begins—accompanied by supporting documents, samples, packing slips, and the invoice number, invoice date, and markings found on the packaging.

2. In the case of a hidden defect, the buyer must notify the seller immediately upon discovery. Otherwise, the goods shall be deemed approved in this respect as well. Any claim regarding a hidden defect is excluded no later than 8 weeks after receipt of the goods. Claims for replacement due to incorrect delivery remain unaffected.

3. Goods subject to a complaint may only be returned with the express consent of the seller.

IX. Warranty

In the event of properly raised and justified complaints, the seller is entitled to provide a replacement delivery. If the seller waives their right to provide a replacement, or if it is not provided within a reasonable period, or if the replacement goods are also defective, the buyer may, at their discretion, demand a reduction in the purchase price or the rescission of the delivery.

X. Technical Advice, Use, and Processing

The seller's technical advice, whether provided verbally, in writing, or through trials, is given to the best of their knowledge but is considered non-binding—including with regard to any third-party property rights—and does not exempt the buyer from their own obligation to test the products supplied by the seller for their suitability for the intended processes and purposes. The application, use, and processing of the products are beyond the seller's control and are therefore the sole responsibility of the buyer.

XI. Place of Performance, Jurisdiction, Applicable Law, etc.

1. The place of performance for delivery is the respective shipping point; for payment, it is Schierling.

2. The place of jurisdiction for both parties is Regensburg. However, the seller is also entitled to assert claims at the buyer's general place of jurisdiction.

3. German law applies. The application of the Uniform Laws on the International Sale of Goods and on the Formation of International Contracts for the Sale of Goods—dated July 17, 1973—as well as the UN Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.

4. Trade terms shall be interpreted in accordance with the Incoterms in their current valid version.

5. If it is agreed that the seller shall bear customs duties and import charges of the country of destination, any increases in such charges that come into effect between the date of the order confirmation and the delivery of the goods shall be borne by the buyer. All other fees, taxes, and costs associated with the sales contract shall also be borne by the buyer.

Schierling, March 1998

Schierling, May 2025