General Terms and Conditions of Delivery and Payment

for use vis-à-vis a natural or legal person who, at the time of conclusion of this contract, is acting in the exercise of his commercial or self-employed activity or legal persons under public law or a special fund under public law (hereinafter: "Customer").

1. General - Scope

1.1 All our deliveries and services, including consulting services, are provided exclusively on the basis of these General Terms and Conditions of Sale and Delivery. Deviating terms and conditions of the customer shall only apply if we expressly acknowledge them in writing. They shall have no effect even if we have not objected to them in individual cases.

1.2 Our terms and conditions of sale and delivery shall also apply to future contracts with the customer if we have handed them over to him and he has agreed to their validity.

2. Offer - Offer documents

2.1 Our offers are subject to change. Our offers are only binding if we issue them without reservations and have submitted them in writing. Orders that change or supplement binding offers as well as orders placed without an offer require written order confirmation.

2.2 The agreed drawings, samples, descriptions and similar documents form the basis for the execution of the contract. documents.

2.3 Dimensions, weights, illustrations and drawings as well as the information and illustrations contained in brochures and catalogues are only binding if this has been expressly agreed in writing.

2.4 In all other respects, the quality of the goods shall be governed exclusively by the agreed technical delivery specifications. If we have to deliver according to drawings, specifications, samples, etc. of our customer, the customer shall assume the risk of suitability for the intended use. Decisive for the contractual condition of the goods is the time of the transfer of risk. In this respect, we are only liable for proper processing.

2.5 We shall not be liable for damage to or loss of the workpieces, drawings, samples, tools or the like provided to us by the customer. Insofar as the purchaser wishes insurance for the items handed over by him, this will only be taken out by us on express written request and at the expense of the purchaser.

2.6 By ordering goods, the customer bindingly declares that he wishes to purchase the ordered goods. We are entitled to accept the contractual offer contained in the order within

two weeks of receipt. Acceptance can be declared either in writing or by delivery of the goods to the customer.

2.7 If the customer orders the goods electronically, the text of the contract will be stored by us and sent to the customer by e-mail on request together with these GTC.

3. Copyrights / Property rights of third parties

3.1 We reserve the property rights and copyrights to offers or cost estimates, brochures, calculations, drawings and other documents as well as moulds, manufactured devices and tools etc.; they may not be used, made accessible to third parties, reproduced or disclosed without our approval. The customer shall be liable for all direct or indirect damage resulting from non-compliance with this stipulation.

3.2 In the event that we deliver according to specifications (drawings, samples, models, ...) or using workpieces provided by the customer, the customer shall be responsible for ensuring that the property rights of third parties are not infringed thereby.

Insofar as such an infringement of property rights is asserted, the customer shall indemnify us upon first request against all claims of third parties and compensate us for any damage resulting therefrom.

3.3 Our company shall not be obliged to deliver if a third party prohibits the manufacture of the delivery by invoking an industrial property right allegedly belonging to it. The defence against such claims is the sole responsibility of the customer, we are not obliged to do so.

4. Prices

4.1 The prices are ex works plus applicable value added tax, but excluding packaging, freight costs, insurance and customs duties.

4.2 Compliance with agreed prices shall be subject to the condition that the items on which the agreement is based remain unchanged and can be performed without impediments for which the customer is responsible. Subsequent extensions and changes that lead to additional expenditure shall be additionally remunerated by the customer.

4.3 Price changes are permissible if there are more than 6 months between the conclusion of the contract and the agreed delivery date (also in the case of partial deliveries and partial invoices issued). If wages, material costs or market cost prices increase thereafter until completion of the delivery, we shall be entitled to increase the price appropriately in accordance with the cost increases. The customer shall only be entitled to withdraw from the contract if the price increase exceeds the increase in the general cost of living between order and delivery by more than an insignificant amount.

4.4 The invoice amount is due immediately. Discounts are not granted.

4.5 Agreed payment deadlines shall only be deemed to have been met if the amount to be paid is available to us on the due date. In the case of work performances, we may demand part payments from the customer for self-contained parts of the performance.

4.6 We only accept bills of exchange and cheques on account of performance after special agreement. Expenses or other costs incurred with the submission of the cheque or bill of exchange shall be borne by the customer.

4.7 In the event of default in payment, we shall be entitled to charge default interest in the amount of 9% above the base interest rate. We reserve the right to prove and assert higher damages caused by default. In particular, we reserve the right to also assert such costs that we incur if we have to engage third parties to assert our rights after the occurrence of the default in payment.

4.8 In the event of a significant deterioration in the financial circumstances of the customer, we shall be entitled to provide our deliveries and services only against cash in advance or cash on delivery or to make them dependent on the provision of security. In this case, existing claims for services already rendered are due immediately - despite deferment. This shall apply in particular if, in the event of default in payment, further payments are not made despite a reasonable period of grace or if an application is made to open insolvency proceedings. If the customer does not comply with our request to provide security within a reasonable period of time set for him, we have the right to withdraw from the contract.

5. Set-off, right to refuse performance, assignment

5.1 The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

5.2 The customer shall only have a right of set-off if his counterclaims have been legally established or recognised by us.

5.3 The customer may only assign claims against us to third parties or have them collected by third parties with our prior written consent, unless the claims are undisputed, ready for decision or legally established.

6. Delivery time

6.1 Delivery periods are only binding if they are expressly designated as binding by us and confirmed in writing. The delivery period shall commence with the dispatch of the order confirmation, but not before the customer has provided any documents, approvals, releases and before receipt of an agreed down payment. If technical ambiguities or errors are subsequently discovered in the customer's order or drawing documents or if changes are subsequently agreed, the delivery period shall start a new after their elimination/clarification.

6.2 Partial deliveries are permissible within the delivery periods specified by us, insofar as this does not result in disadvantages for use

6.3 The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular in the event of the conclusion of a congruent hedging transaction with our supplier.

6.4 Deadlines and dates shall be deemed to have been complied with if the delivery has left the factory by the expiry date or if we have notified the customer that the goods are ready for dispatch. If acceptance has been agreed or is provided for by law, delivery and performance times refer to the time of acceptance.

6.5 In the event of transport damage, the customer shall inform the carrier/freight forwarder without culpable delay and notify us.

The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover of the goods to the forwarder/carrier or other person or institution designated to carry out the shipment.

6.6 The handover shall be deemed equivalent if the buyer is in default of acceptance. Insurance against transport damage shall only be taken out at the request and expense of the customer. 

6.7 If non-compliance with delivery and performance times is due to the occurrence of unforeseeable obstacles which are beyond our control and for which we are not responsible,

these shall be extended appropriately, at least by the duration of the hindrance or interruption. This shall apply in cases of force majeure as well as in the event of strike, lockout, official orders, even if such circumstances occur at our suppliers and subcontractors, insofar as they have a significant influence on the execution of the deliveries and services to be provided by us. If the disruptions last for more than eight weeks without interruption, each contracting party shall have the right to withdraw from the contract in whole or in part.

6.8 If we are nevertheless in default, the customer shall grant us a reasonable period of grace. As long as this period has not elapsed unsuccessfully or was dispensable for other reasons provided for by law, he may not procure a replacement and may not withdraw from the contract.

7. Notice of defects, rights in the event of defects, limitation period

7.1 The customer must inspect our deliveries immediately after delivery in the ordinary course of business and notify us in writing of any defects discovered immediately after

delivery. We shall be given the opportunity to determine the defect complained of. Goods about which a complaint has been made must be returned to us immediately on request. If the customer does not comply with these obligations or makes changes to the goods already complained about without our consent, he shall lose any claims for material defects.

7.2 In the event of a justified notice of defect, we shall provide subsequent performance at our own discretion by means of replacement delivery or rectification or new production. The customer shall grant us a reasonable period of time for this purpose, unless this is dispensable for legal reasons. If we fail to remedy the defect within a reasonable period of time or if the remedy fails, the customer shall have the right to demand a reduction of the remuneration or to withdraw from the contract in the event of a more than insignificant breach of duty. If only parts of the delivery are defective, the purchaser s further rights shall only apply to the defective part of the delivery, unless the partial delivery is of no interest to him.

We shall not be liable for material defects caused by unsuitable or improper use, faulty

assembly or commissioning by the customer or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the customer or third parties without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods.

7.3 Increased expenses due to transport, labour and material costs incurred for subsequent performance shall be excluded insofar as these are caused by the fact that the delivery was subsequently taken to a place other than the place of performance, unless the transfer corresponds to the intended use.

7.4 Any further claims of the Purchaser due to defects shall be excluded and shall only be compensable within the scope of the liability pursuant to Clause 8.

The customer does not receive any guarantees in the legal sense from us. Any manufacturer's guarantees remain unaffected by this.

If goods are sold as declassified, defects which have led to the devaluation of the goods cannot be complained about.

7.5 The limitation period for claims for material defects shall be twelve months, unless otherwise provided for in §§ 438 para. 1 no. 2 BGB (delivery of items for buildings), 479 para. 1 BGB (right of recourse in the sale of consumer goods) and 634 a para. 1 no. 2 BGB (construction defects) the law prescribes longer periods. The statutory limitation period shall also apply in cases of injury to life, body or health, intentional or grossly negligent breach of duty and fraudulent concealment of defects.

8. Liability

8.1 In the case of slightly negligent breaches of duty, our liability shall be limited to the foreseeable, contract-typical, direct average damage according to the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.

8.2 We shall not be liable in the event of a slightly negligent breach of immaterial contractual obligations. In particular, other and further claims of the customer against us are excluded. This applies in particular to claims for damages for breach of duties arising from the contractual obligation and from tort. We shall therefore not be liable for damage that has not occurred to the delivered goods themselves. In particular, we shall not be liable for lost profits or other financial losses of the customer.

8.3 The above limitations of liability do not affect claims of the customer arising from product liability. Furthermore, the limitations of liability do not apply in the event of insufficient bodily injury or damage to health or loss of life of the customer.8.4 Claims for damages by the customer due to a defect become time-barred after 1 year from delivery of the goods. This does not apply if we can be accused of fraudulent intent.

9. Retention of title

We reserve title to the goods until full settlement of all claims arising from an ongoing business relationship, irrespective of the legal grounds on which they arose. In the case of a current account, the retention of title shall serve as security for our respective balance claim. This shall also apply if payments are made by the customer on specific claims.

9.1 The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer shall carry this out regularly at his own expense.

9.2 Processing or transformation of the goods subject to retention of title shall always be carried out for us as manufacturer, without this giving rise to any liability on our part. If the reserved goods are processed or transformed with other goods not supplied by us, we shall be entitled to co-ownership of the new item in the ratio of the value of the reserved goods to the value of the other processed or transformed goods at the time of processing or transformation.

In the event that our ownership of the goods subject to retention of title lapses due to combination or mixing, the customer hereby transfers to us his (co-)ownership rights to the new item or the mixed stock to the extent of the invoice value of the goods subject to retention of title and shall hold them in safe custody for us free of charge. The new item (hereinafter referred to as "new item") created by processing, transformation, combination or mixing or the (co-)ownership rights to the new item to which we are entitled or which are to be transferred in accordance with this clause shall serve as security for our claim in the same way as the reserved goods themselves. Insofar as nothing to the contrary results from the following provision of these clauses, it shall apply accordingly to the new item.

9.3 The customer may only sell the goods subject to retention of title in the ordinary course of business under normal business conditions and only as long as he meets his payment obligations to us on time. For his part, the customer is obliged to resell the reserved goods only subject to reservation of title and to ensure that the claim from such sales transactions can be transferred to us. 

9.4 The customer's claim from a resale of the reserved goods is already assigned to us now.

We accept the assignment. The claim serves as our security to the same extent as the reserved goods. If the customer sells the goods subject to retention of title together with other goods not supplied by us, the assignment of the claim shall only apply to the invoice amount resulting from the resale of our goods subject to retention of title. In the event of the sale of the goods in accordance with clause 2 or the statutory provisions on the combination and mixing of the item which is co-owned by us, the assignment of the claim shall apply in the amount of our co-ownership share.

9.5 If the customer includes claims from the resale of goods subject to retention of title in a current account relationship existing with his customers, he hereby assigns to us any recognised or closing balance in his favour in the amount which corresponds to the total amount of the claim from the resale of our goods subject to retention of title included in the current account relationship.

The preceding paragraph shall apply accordingly.

9.6 The customer is authorised to collect the claim assigned to us from the resale of the reserved goods. The customer is not permitted to assign the claim from the resale, even within the framework of a genuine factoring agreement.

9.7 We may revoke the collection authorisation at any time in the event of default in payment, cessation of payments, transfer of the customer's business operations to third parties, impaired creditworthiness and trustworthiness or dissolution of the customer's company as well as in the event of a breach of the customer's contractual obligations pursuant to section 3 of this section. In this case, the customer is obliged to inform his customers immediately of the assignment of the claim to us and to provide us with all information and documents required for collection. In addition, in this case he is obliged to surrender or transfer to us any securities to which he is entitled for customer claims.

9.8 If the realisable value of the securities existing for us exceeds our secured claims by more than 15 %, we are prepared, at the request of the buyer, to release securities to this extent at our discretion.

9.9 The customer is obliged to notify us immediately of any seizure or other or actual impairment or endangerment of the reserved goods or other securities existing for us.

The customer undertakes to insure the reserved goods adequately against fire and theft. He already now assigns his claims from the insurance contracts to us.

9.10 We are entitled to withdraw from the contract and to demand the return of the goods in the event of a breach of contract by the customer, in particular in the event of a default in payment or a breach of an obligation under this section. In this case, the customer already now declares his consent to our taking away or having taken away the goods subject to retention of title located at the customer's premises or - insofar as we are the sole owner - the new item within the meaning of item 2. of this section. The customer shall grant us or persons authorised by us access at any time for the purpose of carrying out these measures, as well as for a general inspection of the goods subject to retention of title or the new item.

10. Data storage

Data processing is carried out in accordance with the applicable regulations of the Federal Data Protection Act (BDSG 2018) and the European Data Protection Regulation (DS-GVO).

Hartwig Kröger GmbH collects, processes and uses personal data of the customer. Further information on data processing and data protection is contained in the data protection declaration, which can be viewed at https://www.XXXXXXXXXXy.html.

Personal data will of course be treated confidentially.

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

The law of the Federal Republic of Germany shall apply.

The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply. For all disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is 57462 Olpe. We are also entitled to take legal action at the customer's principal place of business. This shall also apply if the customer does not have a general place of jurisdiction in Germany or if the customer's place of residence or habitual abode is unknown at the time the action is brought.

Place of performance is 57439 Attendorn.

Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

Transfers of rights and obligations of the customer from the contract concluded with us require our written consent to be effective.