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    • General Terms and Conditions (GTC)

    Sales are restricted to B2B transactions—specifically to business owners, commercial enterprises, self-employed professionals, and public institutions—and exclude private end consumers as defined in Section 13 of the German Civil Code (BGB).

    Section 13 of the German Civil Code (BGB): Consumers

    A consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither attributable to their commercial nor to their self-employed professional activities.

    Section 14 of the German Civil Code (BGB): Traders

    (1) A trader is a natural or legal person, or a partnership with legal capacity, who, when entering into a legal transaction, is acting in the course of their trade or self-employed professional activity.

    (2) A partnership with legal capacity is a partnership endowed with the capacity to acquire rights and incur liabilities.

    If a consumer fraudulently claims to be an trader at the time of contract conclusion, despite actually acting for private purposes, they cannot invoke consumer protection regulations, in accordance with the principle of good faith (Section 242 BGB) (Judgment of the Federal Court of Justice [BGH] dated December 22, 2004, Case No. VIII ZR 91/04).

    Companiesas defined in Section 14 BGB have no right of withdrawal or return under this contract unless expressly agreed otherwise in writing.

    The risk of accidental loss or accidental deterioration of the goods passes to the buyer upon handover of the goods to the freight forwarder, carrier, or other person designated to carry out the shipment.

    1. General Provisions

    Our terms and conditions apply to all current and future transactions between us and the buyer, even if we do not object to deviating purchasing terms or counter-confirmations, which we hereby expressly reject. They are deemed agreed upon no later than the time the buyer accepts the goods or services. Any deviations require our written confirmation for each individual contract. Statutory warranty rights apply to all goods.

    2. Offers, Contracts

    Offers are non-binding. Our samples and other specifications regarding the nature of the goods serve only as non-binding guidelines unless expressly guaranteed. Agreed delivery periods commence on the day the binding order is received.

    3. Prices

    Unless a price has been agreed upon in writing as a fixed price, we are entitled to charge the list prices applicable on the day of delivery. If payment in a foreign currency is agreed upon, the seller bears the exchange rate risk from the time the contract is concluded.

    4. Delivery, Transfer of Risk

    We are entitled to make partial deliveries. If the order quantity specified by the seller cannot be fulfilled using standard packaging units, we are entitled to deviate from the order quantity. Deviations in dimensions, weight, and quality are permissible within the scope of customary practice. Deliveries—including those made carriage paid—are at the buyer’s risk. Risk passes to the buyer no later than the moment the goods are loaded onto the means of transport. Goods not accepted are stored at the buyer’s expense and risk. If this causes the buyer to exceed their credit limit, we are released from our delivery obligation.

    5. Shipment, Shipping Costs

    Shipment is at the buyer’s expense. In the absence of specific instructions, we determine the mode and route of transport acting on the buyer’s behalf. We arrange insurance coverage only upon the buyer’s instruction and at their expense.

    6. Packaging

    If we are required by law, ordinance, or official regulation to take back packaging, the buyer shall bear the associated costs.

    For B2B deliveries to other EU countries, the legal obligation under Extended Producer Responsibility (EPR) passes to the commercial recipient based in the destination country. This recipient then becomes the legal distributor.

    7. Acceptance

    If the buyer is in default regarding the acceptance of the goods, we are entitled to withdraw from the contract or to claim damages for non-performance. Goods may only be returned subject to prior written agreement.

    8. Delivery Quantity

    The delivery quantity is conclusively established by the signature of the buyer—or a person authorized by them—on the delivery note. Discrepancies in quantity that are visible must be reported to us and the carrier in writing immediately upon receipt of the goods; discrepancies that are not immediately apparent must be reported within four days of receipt. Claims made thereafter are excluded. Acceptance of the goods by a freight forwarder or carrier serves as proof of the quantity, as well as the integrity of the packaging and the loading process.

    9. Delivery Disruptions

    Circumstances and events beyond our control that prevent or significantly hinder delivery shall release us from our delivery obligation for the duration of their impact. This applies in particular to government interventions, as well as cases where our upstream suppliers are wholly or partially released from their delivery obligations or where normal procurement or transport options are no longer available. In such cases, we are entitled to deliver after a corresponding delay, including a reasonable ramp-up period. Alternatively, at our discretion, we may withdraw from the contract—either immediately or at a later date—in whole or in part. The buyer may withdraw from the contract if, upon request, we fail to declare whether we intend to withdraw or to deliver within a reasonable period. If, in the cases described in Paragraph 1, the quantities of goods available to us are insufficient to satisfy all buyers, we are entitled to apply pro-rata reductions to all delivery obligations; beyond this, we are released from delivery obligations.

    10. Complaints

    The buyer must inspect the goods immediately upon receipt and notify us without delay if a defect becomes apparent. Failure to provide such notification, or the consumption, mixing, or resale of the goods by the buyer, shall be deemed unconditional acceptance. A complaint regarding a delivery does not entitle the buyer to refuse further deliveries under the same or any other contract. Claims based on defects are excluded if the buyer has failed to preserve rights of recourse against third parties (e.g., official railway damage reports, certificates of shortage). Our measures taken to mitigate damage do not constitute an acknowledgment of defects. Engaging in discussions regarding a complaint does not constitute a waiver of our right to object that the complaint was untimely, factually unfounded, or otherwise insufficient. The provisions of this Section 10 also apply to incorrect deliveries. 11. Standard and Scope of Liability

    In the event of a breach of contractual obligations, we shall be liable only for willful misconduct and gross negligence; within this scope, our liability for vicarious agents is otherwise limited to liability for their careful selection and any necessary supervision. In the event of delay or impossibility of performance, we are liable only for the reimbursement of additional expenses incurred for a cover purchase. Under no circumstances shall we be liable for compensation for indirect consequential damages. Any claims arising under the Product Liability Act are not limited or excluded by the foregoing provisions.

    12. Terms of Payment

    a) Our invoices are payable net cash—without deduction of early payment discounts—immediately upon receipt of the goods.

    b) Bills of exchange and checks do not constitute cash payment; if we agree to accept them, they are accepted only on account of performance, subject to the possibility of discounting and against reimbursement of all associated costs. We are under no obligation to present bills of exchange or checks in a timely manner.

    c) Counterclaims entitle the buyer to set-off only if they are undisputed or have been established by a final, non-appealable court judgment. Any right of retention regarding the purchase price is excluded.

    d) Our employees are not authorized to accept payments or make other dispositions without written authorization.

    e) We are entitled to assign our receivables arising from deliveries and services for financing purposes.

    13. Default in Payment, Doubts Regarding Creditworthiness

    a) In the event of default in payment—which occurs without the need for a formal reminder—we may charge default interest at customary banking rates and assert claims for further damages, e.g., in the form of a credit surcharge. All granted rebates, early payment discounts, or other allowances shall become void. Furthermore, we may withhold or refuse further deliveries under this or other contracts—either in whole or in part—and demand immediate payment for all deliveries, payment in advance, and, in the event of fault, compensation for non-performance. We are also entitled to exercise the aforementioned rights if circumstances become known regarding the buyer, its shareholders, or companies within its group that cast doubt on its creditworthiness. If such circumstances apply to a party to a bill of exchange, we may demand immediate cash payment.

    b.) For deliveries and services provided abroad, it is expressly agreed that all costs associated with legal enforcement in the event of a payment default—whether judicial or extrajudicial—shall be borne by the customer.

    14. Retention of Title, Securities

    a.) Secured Claims, Release in Case of Over-collateralization

    The following securities are granted until full payment of all claims—including balance claims—to which we are entitled against the Buyer and companies within its group, regardless of the legal grounds. If the total value of these securities exceeds the claims by more than 20%, we are obliged, at the Buyer’s request, to release securities of our choice to that extent.

    b.) Retention of Title, Processing, Mixing, and Combining

    The goods remain our property until full payment of all claims existing pursuant to No. 14a. Any processing or transformation is always carried out on our behalf—excluding the acquisition of ownership by the processor under Section 950 of the German Civil Code (BGB)—but without imposing any obligation upon us. If the goods are mixed, combined, or processed with other items, the Buyer hereby assigns to us its rights of ownership or co-ownership and possession regarding the new aggregate item—unless we have already become co-owners of the new item based on the ratio of the value of the goods subject to retention of title (acquisition costs) to that of the other goods at the time of mixing, combining, or processing—and agrees to hold the item in safe custody for us. Pledging or transferring our property or co-ownership interest by way of security is prohibited.

    c.) Right of Sale

    Provided the Buyer is a merchant, it is authorized to sell our property in the ordinary course of business; this authorization expires if the Buyer is in default or agrees with its customers that the claim is non-assignable. d.) Extended Retention of Title

    In the event that the Buyer sells our goods (whether processed, combined, or mixed), the Buyer hereby assigns to us in advance all claims arising therefrom against its customers—including any portion attributable to remuneration for labor—together with all ancillary rights, particularly security interests. If the Buyer sells our goods after processing, combining, or mixing them with goods not owned by us, we shall act as joint creditors (trustees) alongside any other co-entitled parties; alternatively, the Buyer’s claim against its customer is assigned to us in proportion to the ratio of the sales value of the goods subject to retention of title supplied by us to the value of the goods sold by the Buyer. The assignment to us always applies to the realizable portion of the claim. Upon our request, the Buyer shall disclose the assignment and provide us with the necessary information and documentation. Furthermore, the Buyer hereby assigns to us future claims arising from damage to the goods supplied by us. The Buyer is entitled, subject to revocation, to collect the assigned claims itself, provided it is not in default; assignment to third parties is not permitted.

    e.) Enforcement of Retention of Title, Third-Party Claims, Claims to Possession

    We may store, mark, or collect our goods separately at the Buyer’s expense and prohibit any disposition of the goods. If we take back the goods based on the retention of title, this does not constitute a withdrawal from the contract, and the Buyer is obliged to return the goods at its own expense; the Buyer is liable for any depreciation in value, our costs of repossession (minimum 10% of the price), and lost profit. The Buyer waives any claims based on possession. f.) Right to security, prohibition on disposal

    We are entitled to demand security of our choice (specifically including land charges) and the augmentation thereof at any time to ensure the proper fulfillment of the Seller’s obligations; we are authorized to claim and realize assets belonging to the Buyer that are under our actual control as security or collateral. The Buyer may only assign, pledge, or otherwise dispose of claims held against us with our consent.

    15. Place of performance, place of jurisdiction, governing law

    The place of performance for all deliveries, including carriage-paid deliveries, is the dispatching plant or warehouse. The place of performance for the Buyer’s obligations and the place of jurisdiction shall be, at our discretion, either our registered office or the Local Court (*Amtsgericht*) or Regional Court (*Landgericht*) of Krefeld. However, we reserve the right to bring legal action at the Buyer’s registered office or before any other competent court. In the event that we assign the claims, the assignee shall also have the right to choose between these venues. The contract is governed exclusively by the law of the Federal Republic of Germany, as applicable to domestic transactions between domestic parties.

    16. Intellectual property rights

    We shall not be liable to the Buyer for damages if the distribution or use of the goods supplied by us infringes upon the intellectual property rights of third parties.

    17. Data processing

    We store personal data concerning the Buyer using automated data processing systems.