1. Scope
a. All current and future deliveries and other services that will be carried out through Kippes GmbH or Ernst Kippes Export GmbH&CoKG (referred to in the following as the contractor) for the buyer or ordering party (referred to in the following as the buyer) are based exclusively by the general terms and conditions.
b. To the extent that the general terms and conditions of the contract do not contain a rule, the provisions of law apply.
c. All different terms and conditions of the buyer are herewith explicitly rejected. Rules that deviate from these general terms and conditions of the contractor, will only be legally binding, if they are confirmed expressly in writing by the contractor.

2. Offers and Sales
a. The prices of the contractor are based on today’s cost situation and are understood to be plus the VAT in force at the time of delivery.
b. The offers of the contractor are non-binding. The contractor is entitled, if there is a change in the basis of calculations, especially the material or wage costs, to adjust the prices to the changed conditions after issuing the offer.

3. Date of Delivery
a. The contractor will keep the delivery time open for every order to the extent possible. It is entitled to withdraw from the contract in the event of a delay in delivery.
b. Partial shipments are permissible.
c. All claims for compensation for damages from the buyer due to a delayed delivery are excluded if the contractor and his temporary employees are found to have acted neither with intentional malice nor with gross negligence. The buyer’s right to withdrawal or cancellation is not restricted.

4. No Assurance of Properties
The contractor does not give assurance of any properties of the good.

5. Complaints of Defect
a. Complaints of defect must be submitted in writing by the buyer within 8 days on receipt of the goods at the intended destination.
b. Defects which cannot be detected even on careful inspection within 8 days must be reported in a complaint of defect after discovery without culpable delay.
c. In the case of a proper complaint of defect, the contractor is entitled at its discretion to either repair or to provide a replacement shipment. All claims from the buyer going beyond this, such as that of conversion, reduction in value, compensation for damages, contractual penalties or similar claims are excluded on the first defective shipment.
d. In the event of a properly reported defect the contractor can also withdraw from the contract.
e. The buyer has the right to conversion or reduction in value, if the replacement shipment or the repair is defective and it is subject of a properly filed complaint.
f. The good may not be further worked or processed after the defect is discovered. The good must be stored properly by the buyer so that damages of all kinds, especially the formation of corrosion, etc. are excluded. Defect goods are to be kept ready for inspection at the very site where the defect is discovered and in the condition in which the defect was detected. On request from the contractor, the complete good that is subject of the buyer‘s complaint is to be delivered at its cost to the contractor’s business premises for the purposes of inspection and repair.
g. Through the negotiations concerning complaints, the contractor does not waive the objection that the complaint of defect is delayed, incomplete or not properly given.
h. The complaint of defect will expire at the latest 1 month after the written rejection of this complaint of defect by the contractor, if the contractor refers to this legal consequence in the rejection.
i. The provisions above also apply if the delivery deviates from the type or quantity of the order.
j. The warranty for material defects is one year after delivery of the good.
k. Any wear and tear on the good that arises from use of the good does not constitute a defect and does not entitle anyone to bring warranty claims.

6. Reservation of title

a. The good remains the property of the contractor until the payment is paid in full. The ownership of the good first transfer to the buyer once he fulfils all claims arising from the business relationship including those already existing and complaints that arise in the future.
b. The good delivered under reservation of title must be marked identifiably and must be stored separately from the products of other manufacturers. It may neither be alienated nor subjected to any lien, to the extent that nothing else proceeds from the next Point 6c).
c. The buyer is only entitled to re-sale the purchased item in a regular business transaction.
d. Any working or processing of the good under reservation of title will be undertaken by the buyer on behalf of the contractor without this generating any obligations for the contractor. The contractor is to be viewed as the manufacturer of the good under reservation of title in the sense of § 950 BGB in the event of any working or processing of that good. The contractor reserves the ownership to the products at all times during any working or processing.
e. In this processing, mixing or mingling of the good under reservation of title with other goods no belonging to the contractor, the contractor obtains a share of co-ownership in the new item in proportion to the calculated value of the good under reservation of title to the other goods that are processed, combined, mixed or mingled.
f. The buyer herewith assigns all of its current and future claims that arise from the re-sale of the good under reservation of title, in the amount of the calculated value of the good under the reservation of title to the contractor. The assignment also encompasses securitizing rights and secondary claims, such as for example from enrichment or compensation for damages. The contractor accepts this assignment.
g. When re-selling goods that have been processed, combined, mixed or mingled and to which the contractor holds a proportional ownership to the object under reservation of title, the buyer assigns his claims from the re-sale including the security rights and the secondary claims in the amount of the calculated value of the goods delivered by the contractor. The contractor accepts this assignment.
h. The contractor is obligated to release the claims assigned as securities on request of the buyer, if their total value exceeds 20% of the contractor’s open claims.
i. The buyer is entitled in the framework of regular business transaction to collect the claims assigned to the contractor. The contractor is entitled to disclose the assignment of claims if the buyer does not fulfil them properly, comes into default of payment or the buyer’s creditworthiness comes into question. The authorization to collect expires at the latest if and when the buyer is compelled to submit a petition for bankruptcy.
j. The buyer must provide the contractor free of charge with all information and documents required for collecting claims and bill them accordingly. Additional claims on the part of the contractor against the buyer are not excluded.

7. Packaging
a. The packaging will be separately billed and not recovered.
b. The costs for the disposal of packaging materials will not be assumed by the contractor.
c. In the case of delivery of steel strapping, the packing material and the pallets will be
weighed with the items and included in the delivery price (gross for net).

8. Shipping
a. Delivery is made at risk of the buyer.
b. The hazards especially with respect to the loss of goods, damage to the goods, deterioration of the goods, a delay in transport or similar disruptions are all transferred to the carrier with the hand-over of the good, but at the latest once the good leaves the manufacturer’s works, if “free– to destination” or similar price agreements are made.
c. The costs of shipment will be borne by the buyer.
d. If the good is not immediately picked up by the buyer, after the contractor has notified that it is ready for dispatch, the contractor can store the good at cost and risk to the buyer. The contractor is also entitled to notify of pending self-sale. Addition claims on the part of the contractor are not excluded.

9. Liability
a. The contractor is only liable for damages that it or its temporary employees culpable cause through intentional action or gross negligence. It is liable not for any subsequent damages, especially interruption of production or loss ofproduction at the buyer’s.
b. In the case of subcontracting refinement the contractor is not liable for damages which is caused by the product to be refined or further processed. The buyer for his part will secure the proper condition required for the subcontracting or refinement of the product.
c. The contractor and buyer agree in the event that parts of the limitation of liability should not prove enforceable, that in case of disagreement a limitation of liability appropriate in good faith will be determined by court.

10. Terms of Payment
a. The purchase price is payable immediately.
b. If payment is made within 8 days of billing, the contractor will grant a 2% discount off of the net price.
c. No discount will be granted to billed amounts less than EUR 25.00. No discount is permitted for repairs, hourly work and freight costs.
d. If the payment is made later than 30 days after the billing date, default interest will be charged in the amount of 8% above the base lending rate. The contractor reserves the right to assert additional damages, especially higher interest penalties.
e. The payment must be made in cash or by electronic funds transfer to an account held by the contractor. The acceptance of bills of exchange is only permitted on prior consultation and written consent. To the extent that checks or bills of exchange are accepted as an exception, they are only effective for the sake of fulfilment.
f. If the buyer’s creditworthiness declines, delivery will only proceed on a pre-payment basis even for orders that are already being processed.
g. The contractor is entitled to withdraw from the contract if the buyer fails to meet his payment obligations properly or the contractor becomes aware of circumstances that compromise the buyer’s creditworthiness.

11. Force Majeure
Events of a force majeure nature, for example strikes, disruptions in sub-suppliers or similar conditions entitle the contractor either to suspend delivery for the duration of the hindering event plus a reasonable run-up time or to completely withdraw from the contract with respect to the part of the contract that was not delivered.

12. Place of Fufilment and Court of Jurisdiction
a. For all rights and obligations deriving from this contract, Cologne – Germany – will be the place of fulfilment and the court of jurisdiction for both parties.
b. German law applies exclusively for both domestic and foreign orders.