Terms and conditions of sale and delivery

TERMS AND CONDITIONS OF SALE AND DELIVERY

Status: 1 March 2024

I. Conclusion and content of the contract

The following terms and conditions apply solely to our deliveries and other legal transactions; all agreements, supplements, assurances and ancillary agreements, including those made by our representatives and other employees, including those made verbally or by telegraph, require our written confirmation to be legally valid. We do not accept the Purchaser's terms of purchase and payment. The Purchaser accepts our terms and conditions of sale and delivery, even if they differ from the Purchaser's usual terms and conditions of purchase and payment.
Complaints about confirmations must be made in writing without delay, but no later than within one week.
The invalidity of individual contractual provisions shall not affect the validity of a contract.

II. Offer

Our offers are always non-binding and subject to confirmation, unless they are explicitly designated as binding. In this case, we are only bound to the offer for one month from the date of the offer, unless a different period is expressly stated in the offer. We are not bound by obvious mistakes, typographical or arithmetical errors.
All information such as dimensions, weights, illustrations, descriptions, assembly sketches and drawings in sample books, price lists and other printed material are approximate, but only determined as best as possible and are not binding for us. The same applies to information from the plants. Models and drawings remain our property.

III. Prices

Prices are exclusive of VAT.
Confirmed prices are only valid upon acceptance of the confirmed quantities.
In the event of price or cost increases of any kind between order confirmation and delivery, we are entitled to make an appropriate price adjustment.

IV. Delivery

Delivery shall be at the Purchaser’s expense and risk, even if free delivery has been agreed. If free delivery has been agreed, the risk passes when the vehicle arrives at ground level at the delivery address or at the location that can reasonably be reached with the vehicle. We reserve the right to choose the transport route and means of transport.
Partial deliveries are permitted; they are regarded as independent deliveries.
The Purchaser must issue a shipping order in good time after the purchase has been concluded. If the Purchaser does not accept the goods on time or fails to meet call-off dates, we are entitled to execute the due deliveries in whole or in part at their own expense and risk or to store the goods and invoice them as delivered, to withdraw from the contract in whole or in part or ultimately to claim damages for non-performance. Even in the event of withdrawal, we are entitled to claim damages for non-performance of at least 25% of the purchase price, whereby we reserve the right to prove higher damages.
In the event of operational disruptions due to fire, strike, lockout, shutdown, governmental action, shortage of supplies or force majeure, which prevent or impede delivery, we shall be entitled to withdraw from the contract in whole or in part or to postpone delivery for a reasonable period of time without any obligation to pay damages. Non-compliance with delivery deadlines shall not release the Purchaser from its obligation to accept the goods. Claims for damages, replacement or withdrawal from the contract due to non-compliance with delivery deadlines by the Purchaser are excluded.
The goods are transported packed in accordance with industry standards. The packaging is charged at cost price. The return and reimbursement of packaging material shall only take place on the basis of special agreements.
Insurance against transport damage, transport losses and breakage will only be provided at the express request of the Purchaser at their expense and for their account.

V. Warranty

Complaints regarding the scope, quantity, weight, dimensions, strength and type of delivery must be made immediately, at the latest within 3 days of arrival and before use of the goods.
Complaints about partial deliveries do not give the right to refuse fulfilment of the entire contract.
Claims for defects must be received by us in writing and specified within 7 days of the arrival of the goods. Claims for hidden defects must be made immediately after discovery, but no later than 2 months after receipt of the goods.
In the event of defects in the delivered goods, we have the option of reducing the price or eliminating the defects or providing a defect-free replacement. We are entitled to make a replacement delivery even if the delivery cannot be made immediately. The earliest possible delivery date shall apply to the replacement obligation. We are obliged to procure the replacement goods elsewhere. Any further claims by the Purchaser, on whatever legal basis, including but not limited to cancellation and damages, are excluded. Our warranty obligation is excluded in its entirety if the goods are explicitly sold as of inferior quality, if the processing or use of the goods has already begun, if the Purchaser himself or through third parties has attempted or carried out repairs on our goods. The same applies to goods sold by the Purchaser before or after the notification of defects. In the event of manufacturing defects, our warranty is limited to the warranty obligation of our suppliers.
Colour matching of matching furnishings is not guaranteed.
Negotiating complaints does not waive our right to object that there is no defect, that we are not obliged to act, or that the complaint was not made in good time or was insufficient.

VI. Return

Goods delivered by us will only be taken back with our consent if they are in perfect condition and are returned freight paid. Returned goods will be credited minus 10% for pro rata expenses. The return of custom-made products or goods specially procured at the customer’s request is excluded.

VII. Payment

Unless otherwise agreed, our deliveries are payable immediately, no later than 30 days after the invoice date. Payment must be made free of expense.
After the due date, i.e. no later than 30 days after the invoice date, the claim is subject to interest at 5% above the current base interest rate of the ECB. Further claims for damages due to delay remain unaffected. In particular, we can withdraw from
all contracts without a grace period or claim damages for non-performance, assert our retention of title, take possession of delivered goods, demand securities, disclaim any securities provided and declare all outstanding payments due and payable. In the event of default, the goods delivered by us must be stored separately and made recognisable as our property.
The day the payment is credited to our account is considered the day the payment is received. Bills of exchange and cheques are only accepted subject to correct redemption. Bills of exchange are only accepted as a precaution. This does not entail a deferral of the claim. If the discounting of a bill of exchange is rejected by our bank account, cash payment must be made immediately. Discount charges, bill of exchange charges and collection fees are borne by the Purchaser.
Incoming payments are first applied to interest and costs and then to the oldest outstanding receivables. The Purchaser’s right of determination is excluded.
The obligation to pay also exists if the Purchaser makes complaints, in particular claims for defects. The warranty obligation in accordance with V. assumes that the Purchaser has paid on the due date. Offsetting and assertion of a lien or right of retention are excluded.
Our representatives are only authorised to accept payments with express written collection authority, which must be checked in every case. The authority to collect is the same if our representative presents an invoice duly acknowledged by us for the individual case.
Changes in ownership, corporate form or other circumstances affecting the economic situation as well as changes in address must be notified to us immediately in writing. Such changes in the customer's person or economic circumstances entitle us, at our discretion,
to claim payments or security for due or deferred claims from all existing contracts; this also applies to accepted bills of exchange, to refuse to fulfil existing contracts until advance payment or security has been provided, or to withdraw from the contract or to demand compensation for non-performance.
We have the same rights if the Purchaser breaches our contractual terms.

VIII. Retention of ownership

The goods delivered by us as part of the business relationship remain our property until all claims have been paid in full, in the case of payment by cheque or bill of exchange until they have been settled. In the case of a current invoice, the reserved property shall be deemed to be security for our balance claims.
The Purchaser is authorised to handle or process the goods. In this case, we are the manufacturer within the meaning of Section 950 of the German Civil Code (BGB) in such a way that we acquire ownership of the intermediate or finished products and the Purchaser is only the custodian of the goods to be processed for us. The Purchaser must indemnify us from any liabilities arising from this. If mixing with other items occurs as a result of processing or otherwise, the resulting co-ownership passes to us with the same conditions. The Purchaser shall submit a corresponding declaration of assignment upon conclusion of this Agreement.
We hereby accept the assignment. The Purchaser may resell the delivered goods and the objects resulting from their processing in the proper course of business. The Purchaser is obliged to impose our retention of title on its customers. The Purchaser is not authorised to assign, pledge or transfer security without our written consent. Any existing, imminent or completed impairment of our rights, in particular if claims of any kind are asserted by third parties, as well as global assignments, attachments, etc., must be disclosed by the Purchaser or notified in writing without delay. In the event of seizures, the Purchaser must simultaneously send us a copy of the seizure report and an affidavit stating that our retention of title to the seized property still exists.
If the Purchaser sells the goods delivered by us, he or she hereby assigns to us all claims arising from the sale against his or her purchasers with all ancillary rights and securities until full repayment of all our claims. We accept the assignment. If the value of the assignments and security granted to us exceeds our receivables by more than 20% in total, we shall release corresponding security at our discretion at the request of the Purchaser. At our request, the Purchaser is obliged to inform its purchasers of the assignment and to provide us with the information and documents required to assert our rights against the purchasers. We are also entitled to notify our Purchaser's purchasers of the assignment. This shall also be deemed a revocation of the collection authorisation to be dealt with in the following.
The Purchaser is authorised to collect the assigned claim on our behalf, but only for as long as he or she fulfils their payment obligation to us in accordance with the contract. We may revoke the Purchaser’s authorisation to collect the claim. The contributions collected must be stored separately and transferred to us immediately. Intervention costs shall be borne by the Purchaser.
If we take back the goods due to the retention of title or for other reasons, the Purchaser is obliged to return them free of expense; he or she is liable for any depreciation. We are entitled to charge 10% of the value of the goods as pro rata expenses. During business hours, we or our authorised representatives have access to the goods delivered under retention of title at any time. We are entitled to collect these goods if we exercise of our retention of title.
The Purchaser assures that he or she has not yet disposed of these rights from the retention of title in any other way.

IX. EU sanctions

(1) The recipient/contracting partner of Conmetall Meister GmbH undertakes not to sell, export or re-export delivered goods, insofar as they are subject to the regulation of Article 12g of Regulation (EU) 833/2014, directly or indirectly to the Russian Federation / Belarus or for use in the Russian Federation / Belarus.
(2) The recipient/contracting party shall make every effort to ensure that the regulation of paragraph (1) is not thwarted by third parties in the further trade chain, in particular
not through potential resellers.
(3) The recipient/contracting party must set up and maintain an appropriate monitoring mechanism to prevent circumvention of the regulation pursuant to paragraph (1) by third parties in the further trade chain or by potential resellers.
(4) Any breach of the above paragraphs (1), (2) and (3) constitutes a material breach of contract and entitles Conmetall Meister GmbH to terminate the supply relationship with immediate effect and to cancel orders already agreed without delay.
In addition, the recipient/contracting partner must indemnify Conmetall Meister GmbH against all costs, claims of third parties and other disadvantages (e.g. fines) due to the breach of an obligation pursuant to the preceding paragraphs (1), (2) or (3). This does not apply if the recipient/contracting partner is not responsible for this breach of duty.
Furthermore, Conmetall Meister GmbH is entitled to demand a contractual penalty of 5% of the sales price of the goods sold contrary to the provisions of this regulation from the recipient/contracting partner.
Any further claims for damages remain unaffected by this.
(5) The recipient/contracting partner is obliged to inform Conmetall Meister GmbH of all violations of the provisions of paragraphs (1), (2) or (3).
The recipient/contracting party shall provide all information on compliance with the obligations pursuant to paragraphs (1), (2) and (3) within two weeks upon request.
Conmetall Meister GmbH shall inform the competent authority of all violations of the provisions of the above paragraphs (1), (2) and (3).

X. Place of fulfilment

The place of fulfilment for delivery is the respective shipping location of the goods; the place of fulfilment for all
obligations of the Purchaser are the registered office of our company. The place of jurisdiction for all actions relating to a bill of exchange or cheque, irrespective of the amount in dispute, shall be the local court having jurisdiction over the registered office of our company, or, at our discretion, the regional court having jurisdiction over the registered office of our company. This applies in any case insofar as claims are asserted in the dunning procedure.