General Terms and Conditions of Odenwälder Lackfabrik GmbH

GTC

I. Scope of application
1. these General Terms and Conditions (GTC) apply to all our business relationships with our customers ("Buyer"). The GTC shall only apply if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
2. the GTC apply in particular to contracts for the sale and/or delivery of movable goods ("goods"), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC in the version valid at the time of the Buyer's order or in any case in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts, without us having to refer to them again in each individual case. 3.
3 Our GTC shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and insofar as we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we carry out the delivery to the Buyer without reservation in the knowledge of the Buyer's General Terms and Conditions.
4. individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GTC. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements. Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.

II Prices
(1) The agreed prices are ex works and are subject to the statutory value added tax applicable on the day of delivery.
2. the weights, quantities and quantities determined by us shall be decisive for the calculation if the buyer does not object immediately, but at the latest within 14 days of receipt.
3. should we generally reduce or increase our prices during the term of the contract, the changed prices shall apply to the quantities still to be purchased. In the event of a price increase, the Buyer shall be entitled to withdraw from the contract by written declaration without delay, but at the latest within four weeks of receipt of the notification of the price increase. The withdrawal shall not affect deliveries made prior to the price increase.

III Technical application advice
Insofar as we provide consultancy services, this is done to the best of our knowledge. All details and information about the suitability and application of the delivered goods do not exempt the purchaser from carrying out his own tests and trials. This applies in particular if thinners, hardeners, additional paints or other components are added that were not purchased from us.

IV. Delivery
1. the buyer must collect the goods on the agreed delivery date or, if a delivery date has not been firmly agreed, immediately after notification of availability at the place of performance in accordance with paragraph IX. 1. If the Buyer is in default with the acceptance of the goods, we shall be entitled, at our own discretion, to dispatch them at the Buyer's expense or - if not otherwise possible, if necessary also store them outdoors. In this case, we shall not be liable for the accidental destruction, loss or damage of the goods. If the goods are stored, we are entitled to invoice the goods after one week.
2. if, in deviation from paragraph 1, it has been agreed that we are obliged to ship the goods, transportation shall be at the buyer's expense and the choice of the means of transport and the transport route shall be at our discretion in the absence of special instructions. The risk shall pass at the time at which the goods are handed over by us to the carrier.
3. partial deliveries that are reasonable for the buyer are permissible.
(4) Significant, unforeseeable operational disruptions for which we are not responsible, delays in delivery or delivery failures on the part of our suppliers as well as operational interruptions due to shortages of raw materials, energy or labor, strikes, pandemics, lockouts, difficulties in procuring means of transport, traffic disruptions, acts of God and cases of force majeure affecting us and our subcontractors shall extend the delivery period by the duration of the impediment to performance, insofar as they are of significance for the ability to deliver the goods. We shall inform the Buyer immediately of the beginning and end of such hindrances. If delivery is delayed by more than one month as a result, both the buyer and we shall be entitled to withdraw from the contract with regard to the quantity affected by the delivery disruption, excluding any claims for damages. The Buyer's statutory right of withdrawal in the event of a delivery disruption due to circumstances for which we are responsible shall remain unaffected.
5. if the delivery is made in returnable containers, these must be returned empty and carriage paid within 90 days of receipt of the delivery. Loss of or damage to returnable packaging shall be borne by the Buyer if the Buyer is responsible for this. Returnable packaging may not be used for other purposes or to hold other products. They are only intended for the transportation of the delivered goods. Labels may not be removed.
6. disposable packaging will not be taken back by us, instead we will name a third party to the buyer who will recycle the packaging in accordance with the Packaging Ordinance.

V. Payment
1. the invoice amount is to be paid within 10 days of the invoice date without deduction. Timely payment shall only be deemed to have been made if we can dispose of the money with value date on the due date on the account specified by us.
2. default interest of 9% above the respective base interest rate shall be payable in the event of late payment. Both we and the buyer shall be at liberty to provide evidence of higher or lower damages caused by default.
3. the presentation of bills of exchange is not a cash payment and is only permissible with our prior consent on account of payment. Discount and bill charges shall be borne by the buyer.
4. the buyer shall only be entitled to set-off or retention rights insofar as his claim has been legally established or is undisputed.
5. non-payment of due invoices or other circumstances which indicate a significant deterioration in the buyer's financial circumstances after conclusion of the contract shall entitle the buyer to demand immediate payment of all our claims based on the same legal relationship.

VI Retention of title
1. we reserve title to the delivery item until the purchase price has been paid in full. The delivered goods shall remain our property until all claims arising from the current business relationship with the buyer have been settled. The retention of title shall remain in force even if some of our claims have been included in current accounts and the balance has been struck and recognized. Purchase price claims shall not be deemed extinguished despite payment as long as a liability under a bill of exchange assumed by us in this context - such as in the context of a check/bill of exchange procedure - continues to exist.
2. the buyer shall process or mix the goods on our behalf without this giving rise to any liability on our part. In the event of processing or mixing with other items not belonging to us, the buyer hereby transfers to us co-ownership of the new item in the ratio of the value of the reserved goods to the other processed items to secure our claims, with the proviso that the buyer shall keep the new item in safe custody for us.
3. the buyer is entitled to dispose of the products in the ordinary course of business as long as he fulfills his obligations arising from the business relationship with us in good time.
4. the purchaser hereby assigns to us by way of security any claims arising from the sale of goods to which we are entitled to ownership rights to the extent of our ownership share in the goods sold. If the buyer combines or mixes the delivered goods with a main item of a third party against payment, he hereby assigns to us as security his claims for remuneration against the third party up to the amount of the invoice value of the delivered goods. We accept these assignments.
5. at our request, the buyer shall provide us with all necessary information about the inventory of the goods in our ownership and about the claims assigned to us, as well as inform his customers of the assignment.
6. the buyer is obliged to store the goods subject to retention of title carefully and to insure them at his own expense against loss and damage. He hereby assigns his claims from the insurance contracts to us in advance. We accept this assignment.
7. if the value of the securities exceeds our claims by more than 20%, we shall release securities of our choice at the buyer's request.
8. the buyer's right to dispose of the products subject to our retention of title and to collect the claims assigned to us shall expire as soon as he ceases payment and/or suffers financial collapse. If these conditions occur, we shall be entitled to demand the immediate provisional surrender of all goods subject to our retention of title, excluding the right of retention, without setting a grace period or exercising the right of withdrawal.
9. if the retention of title is not effective under the law of the country in which the delivered goods are located, the buyer must provide equivalent security at our request. If he does not comply with this request, we can demand immediate payment of all outstanding invoices regardless of agreed payment terms.

VII Claims for defects
1. the buyer must inspect the goods for defects immediately upon receipt.
2. obvious defects must be reported in writing immediately, but at the latest within 14 days of receipt. Hidden defects must be reported within 14 days of their discovery at the latest. The notification must be made in writing and must precisely describe the nature and extent of the defect.
3. in the event of properly raised and justified notices of defects, we shall be entitled, at our discretion, to remedy the defect or make a replacement delivery. In the event of rectification of defects, we shall bear all expenses necessary for this purpose, insofar as these are not increased by the fact that the purchased item has been moved to a location other than the place of performance. If we are not prepared or not in a position to remedy the defect or make a replacement delivery or if this is delayed beyond a reasonable period for reasons for which we are responsible or if the remedy of the defect or replacement delivery otherwise fails, the purchaser shall be entitled, at his discretion, to demand rescission of the contract or a corresponding reduction in the purchase price. 4.
4. all claims for defects shall become statute-barred 12 months after receipt of the goods by the buyer, unless the delivered goods have been used for a building in accordance with their normal use and have caused its defectiveness.
5. in the event of recourse by the entrepreneur (§ 478 BGB), we are entitled to refuse the buyer's rights of recourse with the exception of claims for redelivery of the goods and reimbursement of expenses, provided that we grant the buyer equivalent compensation for the exclusion of his rights. Claims of the buyer for damages are excluded without compensation being granted.

VIII. Liability
1. unless otherwise agreed, all further claims for compensation by the buyer against us and our employees, workers, staff, representatives and vicarious agents are excluded, in particular a claim for compensation for damage that has not occurred to the delivered goods themselves.
2. the limitations and exclusions of liability contained in these terms of delivery and payment shall not apply in cases of intent, gross negligence, injury to life, body and health, or as a result of an assumed guarantee of quality or durability or in accordance with the provisions of the Product Liability Act, where liability on our part is mandatory. The same applies in the event of a breach of duty on our part which jeopardizes the achievement of the purpose of the contract, whereby liability is limited to compensation for typical, foreseeable damages.

IX. Choice of law, place of jurisdiction, miscellaneous
(1) These General Terms and Conditions of Sale and the contractual relationship between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
2. if the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Bad König. The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB. However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Sale or an overriding individual agreement or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
(3) The place of performance for all obligations arising from the business relationship or from the individual contract shall be our respective place of dispatch, for payment our registered office.
(4) Should any provision of these GTC be or become invalid, or should the contract contain a loophole, this shall not affect the validity of the remaining provisions.