Terms & Conditions

General Terms and Conditions of Styrocom GmbH

I. Scope of Applicability
1. The following terms and conditions shall exclusively govern all deliveries and other services of Styrocom GmbH; We shall not accept any existing terms and conditions of the Customer to the contrary or deviating from these terms and conditions, unless we expressly agreed their applicability in writing. These terms and conditions shall also apply if we, being aware that the Customer ’s terms and conditions are contrary to or deviate from these terms and conditions, implement the deliveries to the Customer without reservation.

2. These terms and conditions shall also apply for all future deliveries and services to the Customer even if their applicability has not been again expressly agreed or reference has been made to their applicability for subsequent deliveries.

II. Conclusion of the Contract
1. Our quotations are subject to change without notice and non-binding unless expressly agreed otherwise. The order placed by the Customer by telephone, per e-mail, per fax or per letter constitutes a binding quotation. The contract is only considered binding when we have received the order confirmation effected by telephone, per e-mail, per fax or per letter or upon delivery of the ordered goods.

2. All agreements made between us and the Customer for the purpose of effecting this contract must be made in writing.

III. Delivery Dates
1. Delivery periods and delivery dates are contingent upon the agreements of the contractual parties; binding delivery dates require special written agreement in each case.

2. Impediments to delivery and services as a consequence of force majeure or due to other circumstances beyond our control which prevent delivery (e.g. interruptions of operation, strikes, lockouts, official orders, lack of transportation, difficulties in supplying energy etc.) shall release us from adherence to the agreed delivery dates and shall entitle us to postpone the delivery or service for the duration of the impediment plus an appropriate subsequent startup time. Both contractual partners are entitled to withdraw from the contract in this event. This also applies to the occurrence of forces majeure during the delay in delivery. The Customer is not entitled to make any claims for damages due to the postponement of the delivery date. We can only claim justification to a delay in delivery and service provided we notify the Customer immediately of the impediments that have occurred.

3. We are entitled to make partial deliveries and partial performances at any time unless the partial delivery or partial service is not of interest to the Customer.

4. Special items shall only be delivered as long as there is sufficient stock. If the stock is exhausted, we shall be released from our delivery obligation and can withdraw from the contract. In this event, the Customer must be informed immediately of the non-availability of the goods. Services in lieu must be compensated without delay. The same applies in the event that goods cannot be delivered for reasons beyond our control.

IV. Risk Assumption and Acceptance
1. Unless otherwise agreed upon in the contract, the loading and shipment of the goods shall take place at the risk of the recipient. Insurances against damage in transport shall always be borne by the Customer. If there is any damage to or loss of the goods during shipment, the Customer must immediately arrange for the facts to be recorded by the carrier.

2. If an acceptance of the deliveries or services must take place, this must be carried out immediately on the acceptance date or, alternatively, after our notification of acceptance readiness. The Customer may not refuse acceptance on grounds of the presence of an insubstantial defect.

3. If the Customer refuses the acceptance of the ordered goods because of gross negligence or deliberately, we can set the Customer a grace period of eight days in writing with the declaration that we shall repudiate the fulfilment of the contract after expiry of the deadline. After unsuccessful expiry of the grace period we shall be entitled to withdraw from the contract through a written statement or to demand compensation on account of non-fulfillment. The setting of a deadline is superfluous if the defaulter wholeheartedly and definitely refuses the service, or if there are special circumstances which warrant the immediate enforcement of the claim for damages in consideration of the interests of both parties.

4. The assertion for damages to be effected in the cases falling under clause 3 amounts to 15 % of the agreed purchase price (profit margin). The assertion of a greater or lesser damage by us or the Customer is not excluded by this.

V. Prices and Terms of Payment
1. Unless explicitly otherwise agreed upon in the contract, the prices stated by us are prices in Euro. The statutory value added tax is not included in our prices. It will be specially declared on the invoice in the legally required amount on the day of invoicing.

2. In the case of freight prepaid deliveries, increases in freight rates shall be borne by the Customer.

3. Unless otherwise agreed, payment of our invoices must be made within 30 days of the date of invoicing without discount. Payments by the Customer will be credited to the respectively oldest debt first. If costs and interest have already accrued, we are entitled to credit the payment to the costs first, then to the interest and, lastly, to the main service.

4. The Customer may only set off such claims that are undisputed or have been finally and conclusively established or have been recognised by us. Moreover, the Customer is entitled to exercise a right of retention only to the extent that his counterclaim is based on the same contractual relationship.

5. If, after conclusion of the contract, we become aware that the Customer has an unfavourable credit worthiness or any financial impairment has occurred which jeopardises the claim to services in lieu, we are entitled to demand assurance subject to an appropriate deadline for the services in lieu and, in the event of refusal, to withdraw from the contract subject to crediting us for expenses incurred.

VI. Retention of Title
1. We retain title to the purchased goods until all payments vis-á-vis the Customer arising from the current business connection have been made.

2. The Customer is obligated to treat the purchased goods with care.

3. With levy of executions or any other intervention by a third party, the Customer must notify us immediately so that we can raise the grievance in accordance with Section 717 of the Zivilprozessordnung (ZPO, Code of Civil Procedure). To the extent that the third party is unable to reimburse us for in and out of court fees of a legal action taken in accordance with Section 717 of the Zivilprozessordnung (ZPO, Code of Civil Procedure), the Customer shall be held liable to us for the loss suffered.

4. The Customer shall be entitled to dispose of the purchased goods in the customary course of business. As of this point, however, he shall relinquish to us all claims in the amount of the value of the final invoice (including sales tax) of our claim arising from the resale vis-á-vis his acceptor or third party, and in fact independent of whether the purchased item has been resold without or after processing. The Customer remains authorised to collect outstanding payments even after the transfer. Our authority to collect outstanding payments ourselves shall remain unaffected by this. We shall not use our authority, however, to collect outstanding payments as long as the Customer complies with his payment obligations from the revenues received, is not in default of payment and, in particular, has not filed an application for enacting bankruptcy or settlement or insolvency proceedings or suspension of payment are present. In the latter event, we may demand that the Customer disclose the assigned claims and their respective debtors, provide all information required for collecting said outstanding payments, hand over the pertinent documentation and inform the debtors (third parties) of the assignment.

5. The processing or alteration of the purchased goods is always undertaken by the Customer on our behalf, however without any liability for us.

6. In case of the delivered item being processed and combined with other goods not belonging to us, we shall become joint owner of the new object proportional to the relation between the value of the purchased item and the value of the other processed goods at the point in time of the processing. The same shall apply to the item resulting from the processing as to the delivered purchased goods subject to proviso. If the purchased item is inseparably mixed with other objects not associated with us, we shall become joint owner of the new item proportional to the relation between the value of the purchased item and the value of the other mixed objects at the time of the mixing. If mixing occurs in such a way that the item of the Customer can be regarded as the main item, it shall be deemed as agreed that the Customer transfers proportional joint ownership to us. The Customer will safekeep the resulting sole ownership or joint ownership for us free of charge.

7. Should the realisable value of our securities exceed the claims to be secured by more than 10 %, we shall, upon request by the Customer, release securities to such an extent. The choice of the securities to be released is at our own discretion.

8. Should the Customer act contrary to the terms of the contract, particularly in case of default of payment, the Supplier shall be entitled to withdraw from the contract and to reclaim the proviso item(s).

VII. Warranty
1. The Customer is obliged to inspect the item delivered immediately upon receipt for any damage in transport and to point these out to the deliverer (shipper/freight carrier).

2. The statutory warranty rights of the Customer require that the latter has duly and properly met the obligations for which he is responsible under Sections 377 and 378 of the Handelsgesetzbuch (HBG, Commercial Code). Obvious defects must be contested in writing within two weeks of delivery.

3. If defects of the purchased goods are present that are our responsibility, we are entitled to remedy the defect or to deliver a replacement at our own discretion. In the case of remedying the defect, we shall bear all expenses involved in remedying the defect and, in particular, for transport, route, work and material costs insofar as these are not increased by the purchased item having been placed at another location than the place of fulfilment.

4. Conditions of the delivery object or such damages that arise after the passing of risk as a consequence of improper handling, storage or usage do not constitute material defects. Assurances of condition and other assurances must be put in writing. Dimensions, weight specifications and configuration specifications etc., drawings and other technical specifications, including those in brochures, correspondence, quotations, order confirmations and invoices do not constitute condition assurances and are subject to change.

5. We shall be held liable in accordance with the statutory regulations if the Customer asserts claims for damage arising from intentional or gross negligence, including intentional or gross negligence in the performance of our representatives or obligation. As long as we are not blamed for any intentional contractual infringement, we shall be held liable only for the typical, reasonably foreseeable damage.

6. We shall be held liable in accordance with the statutory regulations in the case of culpable infringement of a substantial contractual obligation. In this case, however, the claim for damages is limited to the foreseeable, typically occurring damage.

7. Otherwise the claim for damages is excluded. In particular, from that point of view, we shall not be held liable for damages due to defects not having occurred on the item of delivery itself.

8. The mandatory contractual obligations of the Product Liability Act remain unaffected by this.

VIII. Place of Performance and Place of Jurisdiction, Severability Clause
1. The laws of the Federal Republic of Germany shall apply to these terms and conditions and the entire legal relationships between us and the Customer. The stipulations of the UN Convention on Contracts for the International Sale of Goods (CISG) are not applicable.

2. Insofar as the Customer is a businessman, a legal person or special funds under public law, Schweinfurt shall be the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.

3. Should any provision of these terms and conditions or a provision with regard to special agreements be or become completely or partially ineffective, the validity of the remaining provisions of this contract shall not be affected thereby.

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