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General Terms and Conditions of Sale

General Terms and Conditions of Sale – Arenz GmbH

A. General Provisions

I. Formation of Contract

  1. Our deliveries and services are provided exclusively on the basis of the following terms and conditions. These apply to all current and future business transactions with the buyer. The buyer’s own purchasing conditions are hereby expressly rejected.
  2. Our offers are non-binding.
  3. The contract is only concluded upon our written order confirmation. The content of the order confirmation is exclusively authoritative. Dimensional, weight, and performance data as well as illustrations and drawings contained in our offer documents or order confirmation are only binding for execution if expressly confirmed by us in writing. Gross weights and crate dimensions are stated as approximations based on best judgment, without being binding.
  4. Verbal or telephone additions, amendments, or ancillary agreements also require our written confirmation to be effective.
  5. Offers submitted by the customer in electronic form are only deemed accepted upon our express declaration. Silence in response to such an offer does not constitute acceptance. The same applies to commercial confirmation letters transmitted in electronic form.
  6. We inform our buyers that we process and share their personal data exclusively for business purposes using electronic data processing in accordance with the provisions of the Federal Data Protection Act.
  7. Our declarations always require written form.

II. Payment Terms

  1. The purchase price is due no later than the 15th of the month following delivery ex works or ex warehouse. We reserve the right to adjust our prices in the event that additional quantities or services prove necessary based on new findings in order to fulfill the contractually owed function, provided these do not exceed customary quality and quantity tolerances and we did not have or were not required to have knowledge of these findings at the time of submitting the offer.
  2. If it is agreed that the goods are to be released for dispatch by the buyer within a specified period following our notification of readiness for dispatch (call-off), we are entitled to invoice the goods from the time of readiness for dispatch; in this case the purchase price is due for payment 30 days after the invoice date. The rights under Clause A II 5 remain reserved.
  3. Payment shall be made without any cash discount deduction in such a manner that we have access to the amount on the due date. The buyer may only offset against undisputed or legally established claims; rights of retention are only available to the buyer insofar as they are based on the same contractual relationship.
  4. In the event of overdue payment, interest shall be charged at a rate of 9% above the applicable base interest rate.
  5. To the extent that our payment claim is endangered as a result of circumstances arising after contract conclusion that indicate a material deterioration in financial position, we are entitled to call it due – irrespective of the term of any bills of exchange accepted as payment.
  6. In the cases referred to in No. 5 and Clause A IV 8, we may revoke the collection authorization (Clause A IV 7) and demand advance payments for outstanding deliveries.
  7. The buyer may avert the legal consequences referred to in No. 5 and Clause A IV 8 by providing security in the amount of our endangered payment claim. If the buyer fails to make advance payment or provide adequate security within a reasonable period in the cases of No. 5 or Clause A IV 8, we are entitled to withdraw from the contract, excluding any claims for compensation by the buyer.
  8. The statutory provisions regarding default of payment remain unaffected.
  9. In the event of default of payment that indicates financial insolvency of the buyer, we are also entitled to withdraw from the contract without the need to set a corresponding deadline.

III. Securities

We are entitled to securities customary in terms of type and scope for our claims, including those that are conditional or subject to a time limit.

IV. Retention of Title

  1. All delivered goods remain our property (reserved goods) until all claims have been fulfilled – in particular all current account balance claims arising from the business relationship. This also applies to future and conditional claims, e.g. from reverse bills of exchange.
  2. Processing and treatment of the reserved goods is carried out on our behalf as manufacturer within the meaning of § 950 BGB (German Civil Code), without any obligation on our part. The processed or treated goods are deemed to be reserved goods within the meaning of No. 1.
  3. In the event of processing, combining, or mixing of the reserved goods with other goods by the buyer, we shall be entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods relative to the invoice value of the other goods used. If our ownership is extinguished through combining, mixing, or processing, the buyer hereby assigns to us the ownership rights or expectancy rights to which they are entitled in the new stock or item, to the extent of the invoice value of the reserved goods – in the case of processing, in proportion to the invoice value of the reserved goods relative to the invoice value of the other goods used – and shall hold them in custody for us free of charge. Our co-ownership rights shall be deemed reserved goods within the meaning of No. 1.
  4. The buyer may only resell the reserved goods in the ordinary course of business, at their normal terms and conditions, and while not in default, provided that they retain title and that the claims arising from the resale pass to us in accordance with Nos. 5 and 6. The buyer is not entitled to make any other dispositions regarding the reserved goods. The use of reserved goods to fulfill contracts for work and delivery of work shall also constitute resale within the meaning of Section A IV.
  5. The buyer’s claims arising from the resale of the reserved goods are hereby assigned to us in advance. They serve as security to the same extent as the reserved goods within the meaning of No. 1.
  6. If the buyer resells the reserved goods together with other goods, the claim arising from the resale is assigned to us in proportion to the invoice value of the reserved goods relative to the invoice value of the other goods. Where goods in which we hold co-ownership shares pursuant to No. 3 are resold, a portion of the claim corresponding to our co-ownership share is assigned to us.
  7. The buyer is entitled to collect claims from resale, unless we revoke the collection authorization in the cases referred to in Clause A II 5 and Clause A IV 8. Upon our request, the buyer is obligated to immediately inform their customers of the assignment to us – unless we do so ourselves – and to provide us with the information and documents required for collection. The buyer is in no case authorized to assign the claims; this also applies to all types of factoring transactions, which are also not permitted to the buyer on the basis of our collection authorization.
  8. If the buyer defaults on payment and this indicates that a not insignificant portion of our claim is at risk, we are entitled to prohibit further processing of the delivered goods, to reclaim the goods and, if necessary, to enter the buyer’s premises for this purpose. Reclaiming the goods does not constitute withdrawal from the contract.
  9. The buyer must immediately notify us of any seizure or other impairment by third parties.
  10. If the value of the existing securities exceeds the total secured claims by more than 10%, we are obligated, at the buyer’s request, to release securities of our choice to that extent.

B. Execution of Delivery

I. Delivery Periods and Deadlines

  1. Delivery periods commence on the date of our order confirmation, but not before all details of the order have been fully clarified; the same applies to delivery deadlines. All delivery periods and deadlines are subject to unforeseen production disruptions and timely self-supply. Compliance with delivery periods requires the timely receipt of information and documents to be provided by the buyer, as well as compliance with the agreed payment terms and other obligations arising from all contracts between the buyer and us that have not yet been completed; otherwise, the periods shall be extended accordingly by the delay caused by the buyer.
  2. If the buyer fails to fulfill contractual obligations – including cooperation or ancillary obligations – such as opening a letter of credit, providing domestic or foreign certificates, making advance payment, or similar, in a timely manner, we are entitled to postpone our delivery periods and deadlines – without prejudice to our rights arising from the buyer’s default – to an appropriate extent in accordance with our production requirements.
  3. Compliance with delivery periods and deadlines is determined by the time of dispatch from the factory.
  4. In cases of force majeure, delivery periods shall be extended or delivery deadlines shall be postponed by a reasonable amount. Industrial disputes in our own and third-party operations, transport delays, machinery breakdown, governmental measures, and other circumstances beyond our control shall also be deemed cases of force majeure. We will notify our buyer of the force majeure event without delay. The buyer is entitled to withdraw from the contract no earlier than six weeks after receipt of our notification.
  5. In the event of non-compliance with delivery periods, the buyer’s rights under §§ 281, 323 BGB shall only arise once the buyer has set us a reasonable deadline for delivery, which – deviating from §§ 281, 323 BGB – must be accompanied by a declaration that the buyer refuses to accept the performance after expiry of the deadline; after the deadline has expired without result, the right to demand performance is excluded.
  6. In the event of default, we are liable for the delay damage proven by the buyer, provided that the buyer notifies us of the estimated amount of the likely delay damage upon becoming aware of the duration of the delivery delay. If the anticipated delay damage exceeds 20% of the value of the delivery items affected by the delivery delay, the buyer is obligated to immediately seek a corresponding cover purchase and, if applicable, to make use of cover purchase options demonstrated by us by withdrawing from the contract for the delivery items affected by the delivery delay; the demonstrated additional costs of the cover purchase and the proven delay damage for the interim period shall be reimbursed by us. Otherwise, our liability for proven delay damage is limited to 50% of the value of the affected delivery items.

II. Dimensions, Weight, Quality

Deviations in dimensions, weight, and quality are permissible in accordance with DIN standards or prevailing trade practice.

III. Dispatch, Packaging, and Transfer of Risk

  1. We determine the freight forwarder or carrier.
  2. If loading or transport of the goods is delayed for a reason attributable to the buyer, we are entitled to store the goods at the buyer’s cost and risk at our reasonable discretion, to take all measures deemed appropriate for the preservation of the goods, and to invoice the goods as delivered. The same applies if goods reported as ready for dispatch are not called off within four days. The statutory provisions on default of acceptance remain unaffected.
  3. Where customary in the trade, we deliver the goods packed and protected against rust; the costs are borne by the buyer. Packaging, protective materials, and transport aids will not be returned, with the exception of deposit items, loading, and transport equipment. Packaging beyond the transport purpose or any other special protection, e.g. for longer-term storage, requires express agreement.
  4. In the event of transport damage, the buyer must immediately arrange for a damage report to be made by the competent authorities.
  5. Risk passes to the buyer upon handover of the goods to the freight forwarder or carrier, but no later than when the goods leave the factory or warehouse.

IV. Defect Claims

  1. The goods are in conformity with the contract if they do not deviate, or deviate only insignificantly, from the agreed specification at the time of transfer of risk. Conformity with contract and freedom from defects of our goods are determined exclusively by the express agreements on quality and quantity of the ordered goods. A warranty for a specific purpose or specific suitability is only assumed to the extent expressly agreed; otherwise, the risk of suitability and use lies exclusively with the buyer. We are not liable for deterioration, loss, or improper handling of the goods after transfer of risk.
  2. The contents of the agreed specification and any expressly agreed purpose of use do not constitute a guarantee; the assumption of a guarantee requires written agreement.
  3. The buyer must inspect received goods immediately upon receipt. Defect claims exist only if defects are reported in writing without delay; hidden defects must be reported without delay upon their discovery. Following completion of an agreed acceptance inspection, the notification of defects that could have been identified during that inspection is excluded.
  4. In the event of a complaint, the buyer must immediately give us the opportunity to inspect the complained goods; upon request, the complained goods or a sample thereof must be made available to us at our cost. In the case of unjustified complaints, we reserve the right to charge the buyer for freight, handling costs, and inspection expenses.
  5. In the event of a material defect, we shall, at our discretion – taking into account the buyer’s interests – provide subsequent performance either by replacement delivery or by rectification.

If subsequent performance is not successfully completed by us within a reasonable period, the buyer may set us a reasonable deadline for subsequent performance, after the fruitless expiry of which they may either reduce the purchase price or withdraw from the contract.

  1. In the event of a legal defect, we have the right to provide subsequent performance by eliminating the legal defect within two weeks of receipt of the goods.
  2. The warranty period in the case of defective delivery expires after one year from delivery. Unaffected by this, the statutory warranty periods apply to goods that have been used in accordance with their customary use in a building structure and have caused a defect in it.
  3. The buyer’s recourse claims against us pursuant to § 478 BGB are limited to the statutory scope of the defect claims asserted against the buyer by third parties and presuppose that the buyer has fulfilled their obligation to give notice of defects vis-à-vis us in accordance with § 377 HGB.

C. General Liability Limitations

  1. Unless otherwise stipulated in these terms and conditions, we are liable for damages due to breach of contractual or non-contractual obligations or during contract initiation only in cases of intent or gross negligence on the part of our legal representatives or vicarious agents, as well as in cases of culpable breach of material contractual obligations. In the event of culpable breach of material contractual obligations, we are liable – except in cases of intent or gross negligence on the part of our legal representatives or vicarious agents – only for the foreseeable damage typical for the contract.
  2. The above liability limitations do not apply in cases of injury to life, body, or health.
  3. Claims for personal injury or damage to privately used property under the Product Liability Act remain unaffected.

D. Miscellaneous

I. Export Evidence

If a buyer resident outside the Federal Republic of Germany (foreign buyer), or their agent, collects goods and transports or ships them to a foreign territory, the buyer must provide us with the export evidence required for tax purposes. If this evidence is not provided, the buyer must pay the VAT rate applicable to deliveries within the Federal Republic of Germany on the invoice amount.

II. Applicable Law

The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

III. Place of Performance and Jurisdiction

The place of performance and jurisdiction for both contracting parties is Rheinbach. We are also entitled to take legal action against the buyer at their general place of jurisdiction.

IV. Final Provisions, Data Protection

Should individual provisions of these terms and conditions be or become wholly or partially invalid, the validity of the remaining provisions or the remaining part of the clause shall not be affected. In such a case, the parties hereby undertake to enter into negotiations with the aim of replacing the invalid provision with a clause that comes as close as possible to what the parties intended economically with the previous provision.

Legally significant declarations of intent such as notices of termination, declarations of withdrawal, demands for price reduction or damages are only effective if made in writing.

We are entitled to process and store data received in connection with the business relationship relating to the buyer – even if originating from third parties – within the meaning of the Federal Data Protection Act, and to have such data processed and stored by third parties commissioned by us.

E. Work Services / Contract Work

For the execution of work services and contract work, our General Terms and Conditions for Work Services and Contract Work apply.

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