General Conditions of Sale and Delivery of Schmiedewerke Gröditz GmbH

1. These General Terms and Conditions of Sale and Delivery (hereinafter called the “Terms”) apply exclusively to all sales and deliveries of goods, accessories and replacement parts (hereinafter called “Goods”) by Schmiedewerke Gröditz GmbH (hereinafter called “SWG”). Any contradictory and/or supplementary general terms of business of a customer shall not apply to SWG, unless SWG has agreed to their application in writing. This also applies even if SWG does not expressly protest such terms or meets its contractual obligations without making any reservations.
2. All the contractual provisions agreed with the customer are contained in the document of which these Terms constitute part and in these Terms themselves. No secondary agreements have been made.
3. These Terms shall also apply to all future transactions with the customer.
4. These Terms only apply to commercial enterprises as defined in Section 310 para. 1 of the German Civil Code [BGB].

1. All offers made by SWG are without commitment. They solely represent a request to the customer to make an offer itself.
2. Offers or, respectively, purchase orders of the customer are only considered accepted if we have made an explicit written statement to this effect (confirmation of order). Our failure to react to such an offer or purchase order does not constitute acceptance.
3. All statements scheduled to conclude, amend or terminate contracts must be recorded in writing.
4. Public statements made by SWG, the manufacturer of the Goods supplied or its assistants, in particular in advertising or labelling, do not  constitute descriptions of the properties of the Goods or a warranty of the same.

1. The prices quoted in the confirmation of order are binding for a period of four weeks as of conclusion of the contract. All prices are quoted exclusive of value-added tax, which will be added. In the event that costs increases for which SWG is not responsible, such as increases in material or wage costs, public dues or other costs, occur four weeks after confirmation of the order and before delivery, SWG has the right to adjust prices accordingly. On request, SWG will provide the customer with evidence of these cost increases.
2. In the invoicing of deliveries from one EU member country to another, the value-added tax rulings of the 6th EC Directive as amended shall apply, insofar as not contrary to national law.

1. If the contract provides for payment by a letter of credit, SWG is not obliged under any circumstances to fulfil the contract before receiving this letter of credit.
2. The customer must pay the purchase price within 30 days of the date of delivery; after this time, said customer will be in default pursuant to Section 286 para. 2 no. 2 BGB. The legal consequences will be in compliance with Section 288 BGB. The criterion for the date of payment is receipt in our bank account. Cheques are not deemed to be payment until honoured.
3. If the customer fails to meet its payment obligations, SWG has the right to refuse performance in whole or in part until payment of the outstanding amounts or furnishing of security.
4. If SWG has an obligation to render prior performance and, after the contract has been concluded, there is significant deterioration in the customer’s financial standing which endangers purchase price payments, in particular if the customer discontinues payments or an application is filed for instigation of insolvency proceedings relating to the customer‘s assets, SWG has the right to refuse performance until the purchase price has been paid or security furnished. With exclusion of compensation claims by the buyer, SWG has the right to rescind the contract if the customer has not paid the purchase price or furnished security within a reasonable period.
5. The customer only holds offsetting or retention rights if its counter-claims have been finally established by a court of law or are undisputed.
6. The customer is not permitted to assign to third parties any rights or claims resulting from this contract without obtaining SWG’s prior consent.
7. If the customer is in default with one payment, all other outstanding claims will become payable immediately without any separate notice of default being required.
8. For deliveries and services to customers abroad, it is deemed expressly agreed that all costs of legal action by the supplier – both court and out-of-court action – in the event of payment default on the part of the customer shall be payable by the customer.

1. The customer only holds the right of offsetting if its counter-claims have been finally established by a court of law or are undisputed. The customer is only authorised to exercise a retention right if its counter-claim is based on the same contractual relationship.
2. SWG has the right to offset all claims held by SWG relating to the customer against all claims held by the customer relating to SWG.
   SWG also has the right to offset all claims held by SWG relating to the customer against all claims held by the customer, irrespective of their legal basis, relating to enterprises in which Georgsmarienhütte Holding GmbH has a direct or indirect majority holding. The current listing of such enterprises is available at www.georgsmarienhuette-holding.de on the internet. Upon request, the customer can be provided with information about the enterprises at any time.

1. Time schedules, in particular delivery times quoted by SWG, are only binding if expressly agreed to be binding by SWG. Under no circumstances does SWG have an obligation to comply with confirmed delivery schedules if information, co-operative actions or final product requirements necessary for the dispatch or delivery of the Goods are not received from the customer until after dispatch of the confirmation of order.
2. Delivery times will be extended to a reasonable extent if there are obstacles to delivery for which SWG is not responsible. This applies, in particular, in the event of disruptions to energy supplies or traffic, imposition of an embargo, operational disruptions, labour disputes or delayed supply or failure to supply by SWG’s own suppliers. If it becomes impossible for SWG to perform the contract for the above reasons, the relevant purchase order will be deemed cancelled. SWG will notify the customer immediately of any such obstacles to delivery.
3. SWG has the right to make partial deliveries.
4. If the customer defaults on acceptance of the contractual delivery, SWG has the right – with reservation of all other claims – to store the Goods at its reasonable discretion at the expense and risk of the customer and to invoice said Goods as if they had been delivered. Statutory rulings on default on acceptance are not prejudiced.
5. If the customer does not accept delivery even after expiry of a reasonable period of grace, SWG is entitled to sell the Goods elsewhere and bill the customer for 20% of the purchase price as minimum damages, unless the customer provides evidence that actual damages were significantly less.

Deviations in dimensions, weight and quality are permitted in compliance with DIN or customary practice. Weights are established on SWG’s calibrated weighing devices and constitute the criteria for invoicing. Weights are evidenced by submission of the weighing record. If no individual weighing is customary, the total weight of the consignment constitutes the criterion in each case. Any differences from calculated individual weights will be allocated to said weights proportionately.

1. SWG reserves the right to select packaging. If customary in the trade, SWG will supply Goods with packaging and with protection from corrosion.
2. The customer will pay the costs of packaging. Return of packaging is not accepted.

All deliveries are made “free carrier” (FCA) 01609 Gröditz, Riesaer Strasse 1, as per INCOTERMS® 2010.

1. If the Goods supplied have a material defect, SWG will, at its discretion, either remedy the defect or supply non-defective Goods (subsequent performance). If subsequent performance is unsuccessful or if it cannot be reasonably expected of the customer, the latter can reduce the purchase price or rescind the contract. The customer does not hold any further claims, with the exception of those in Section 11 (Liability). The customer’s claim based on Sections 478, 479 BGB (recourse in the supply chain) is not prejudiced.
2. The warranty period is 12 months as of delivery.

1. SWG is only liable for damages
   (a) if liability is mandatory under applicable law, e.g. pursuant to the Product Liability Act or in cases of culpable injury to life, body or health;
   (b) if SWG has expressly given a warranty in writing exclusively for the provisions agreed there;
   (c) if SWG has culpably breached a major contractual obligation (cardinal obligation) or
   (d) if the damage is due to grossly negligent or intentional behaviour on the part of SWG.
2. In all other cases, liability for damages on the part of SWG is ruled out, irrespective of their legal basis. In particular, SWG does not assume liability for indirect damages, loss of profit or other financial losses by the customer.
3. Liability is limited under all circumstances to the damage which SWG was able to reasonably foresee or could have foreseen when making the contract, in view of the circumstances and facts at its disposal. This limitation does not apply in cases under para. (1), sub-paras. (a) and (b) of this Section 11 (Liability) and in cases of intentional damage.
4. The exclusion and/or limitation of liability under the above paragraphs also apply to the personal liability of the employees and vicarious agents of SWG.

Irrespective of the provisions in Section 11 (Liability), SWG is not responsible or liable for any disruption or delay in performance of any part of this contract if the same is due to events for which SWG is not responsible, including strikes or labour disputes. If these events last for more than 30 days, both parties have the right to rescind the contract with immediate effect, without there being any claims to compensation for possible damages or losses. In such cases, rescission must be performed by declaration to the respective other party.

1. If the Goods have been produced in compliance with drawings, designs, labels, brands or other customer specifications, the customer undertakes to hold SWG harmless in respect of all liability due to infringement of industrial property rights, such as patents, design patents or copyrights, to which SWG is exposed because the Goods meet the specifications.
2. In the event of transportation damage, the customer must immediately arrange for a record of damage to be made by the appropriate parties.

1. SWG reserves the title to the Goods supplied (Reserved Goods) until all – present and future – claims resulting from the business relationship with the customer have been settled. In addition, SWG reserves the ownership rights and copyrights to all documents, drawings, etc., supplied to the customer in association with the confirmation of order. These documents must not be made available to third parties, unless SWG gives the customer express written permission to do so.
2. Processing and treatment are always performed for SWG in its capacity as the manufacturer as defined in Section 950 BGB, but without obligation for SWG. If SWG’s title is extinguished through processing, etc., SWG shall acquire a title to the new item in the ratio of the value of the supplied items to the other items processed with them, this being at the time of processing. If the customer obtains an exclusive title as a result of combination or mixing, it will assign SWG a co-title in the ratio of the supplied items to the other combined or mixed items at the time of combination or mixing. The customer then safeguards the (co-)title for SWG. It the Goods are in the possession of a third party, the customer hereby assigns to SWG the surrender claim against the third party. SWG hereby accepts this assignment. SWG’s (co-)title acquired pursuant to these present provisions passes to the customer under the same conditions as the title to the Goods supplied by SWG.
3. The customer has the right to sell the Reserved Goods in the course of a due business process. The customer hereby assigns to SWG all present and future claims which it holds as a result of the resale of the Goods, such claims being in the amount of the invoiced total (including value-added tax). SWG hereby accepts this assignment. The customer is still authorised to collect these claims after they have been assigned. SWG’s authority to collect the claims itself is not prejudiced thereby. SWG has an obligation not to collect the claims itself for as long as the customer meets its payment obligations from the agreed proceeds, is not in default on payment and, in particular, no application for the instigation of insolvency proceedings has been filed and payments have not been discontinued.
4. The customer is not permitted to use the Reserved Goods in any other way. In particular, said customer is not authorised to assign the Reserved Goods as security or to pledge them. The claims assigned to SWG may only be pledged or assigned to third parties as security subject to SWG’s prior consent.
5. The customer must notify SWG immediately in writing of any intervention with the Reserved Goods by third parties or any attachment of the same by third parties. The costs necessarily incurred for protection of SWG’s rights must be paid by the customer, insofar as they cannot be reclaimed from third parties.
6. If the customer breaches a major contractual obligation, in particular if it defaults on payment, SWG has the right to repossess the Reserved Goods at the expense of the customer or to require the assignment of rights held by the customer in relation to third parties. In addition, SWG is entitled to revoke the customer’s right to resale and any collection authority, to collect the claims itself and to use, exploit or resell the Reserved Goods. If SWG repossesses the Reserved Goods or sells them, this is not deemed to be rescission of the contract. SWG can offset the proceeds of sale of the Reserved Goods against the outstanding claims. The customer is liable for the loss if the sale proceeds are less than the purchase price.
7. If the value of existing security exceeds the secured claims by a total of more than 50%, SWG must release security – at its discretion – upon request by the customer.
8. Insofar as SWG is entitled to repossess the Reserved Goods, the customer must irrevocably grant SWG and its representatives admission to its business premises during customary business hours and must permit repossession.
9. SWG has the right to assign for financing purposes the claims it holds as a result of deliveries and services.

If a customer with its seat of business outside the Federal Republic of Germany (international customer) or its authorised representative collects Goods and transports or sends them abroad, said customer must supply SWG with the export certificate required for tax purposes. If this certificate is not provided, the customer must pay value-added tax on the invoiced amount at the rate applicable for deliveries within the Federal Republic of Germany.

1. The contractual relationship is governed by the law of the Federal Republic of Germany. Standard UN law (United Nations Convention on Contracts for the International Sale of Goods) does not apply.
2. The exclusive legal venue for all disputes resulting from this contract or in association with the same is Riesa. Irrespective of the above agreement on the legal venue, SWG can also sue the customer at its seat of business.