General Conditions of Sale and Delivery of Gröditzer Kurbelwelle Wildau GmbH

1. These General Terms and Conditions of Sale and Delivery (hereinafter the Terms and Conditions) solely apply to all sales and deliveries of goods, accessories and spare parts (hereinafter referred to as “Goods”) of Gröditzer Kurbelwelle Wildau GmbH (hereinafter referred to as “GKW”). Any contradictory and/or supplementary general terms and conditions of the Purchaser shall not apply to GKW. This also applies if GKW does not explicitly contradict the terms and conditions or fulfils its contractual terms and conditions without reservation.
2. The written document which includes these Terms and Conditions contains all the contractual provisions entered into with the Purchaser. There are no ancillary agreements.
3. These Terms and Conditions also apply to any future transactions with the Purchaser.

1. All quotations given by GKW are non-binding. They merely represent a request to the Purchaser to submit their offer.
2. Public statements by GKW, the manufacturer of the delivered Goods or their employees, especially in advertising or in the labelling, do not represent descriptions of the properties of the Goods or a guarantee of the same.

The prices given in the order confirmation are binding for a period of four weeks from the time the contract is concluded. All prices are net, to which VAT will be added. If cost increases for which GKW is not responsible, for example increases in material and wage costs, public charges or other costs, occur four weeks after the order confirmation and before delivery, GKW is entitled to adjust the prices accordingly. On request, GKW will verify these cost increases to the Purchaser.

1. Where the contract provides for payment by means of a commercial letter of credit, GKW is under no circumstances obliged to fulfil the contract before receiving this commercial letter of credit.
2. The Purchaser shall pay the purchase price within 30 days of the delivery, after which time they are in arrears in accordance with Art. 286 Para. 2 No. 2 BGB [German Civil Code]. The legal consequences are determined according to Art. 288 BGB. GKW is entitled to wholly or partly refuse performance until the due sums or a security payment have been received.
3. If GKW is liable to perform in advance and after the contract has been signed the Purchaser’s assets worsen considerably, which puts payment of the purchase price at risk, in particular if the Purchaser cancels payments or an application is made for the opening of bankruptcy proceedings involving the Purchaser’s assets, GKW is entitled to refuse delivery until the purchase price has been paid or a security payment made. GKW is entitled to withdraw from the contract if the Purchaser fails to pay the purchase price or to make a security payment within a reasonable period.
4. The Purchaser is only entitled to offset or retain sums if their counterclaims have been legally and unappealably determined or are undisputed.
5. The Purchaser is not entitled to assign rights or claims arising out of this contract to third parties without the prior consent of GKW.
6. If the Purchaser is in arrears with a payment, all other accounts receivable shall be due for immediate payment, without requiring a notice of default to be issued.
7. For deliveries and services to Purchasers abroad, it is deemed to be explicitly agreed that all costs incurred by the supplier for the prosecution of an action in the case of the Purchaser’s payment arrears, both in court and out of court, shall be borne by the Purchaser.

1. Time details, in particular delivery dates given by GKW, are only binding when they are explicitly agreed by GKW as being binding. GKW is in no way whatsoever obliged to meet confirmed delivery dates, provided that information, participation or conclusive product requirements to be supplied by the Purchaser in order for the Goods to be shipped or delivered are not received until after the order confirmation has been sent.
2. The delivery periods shall be extended by a reasonable period in cases in which hindrances to delivery exist for which GKW is not responsible. In particular, this shall apply in case of disruptions to the power supply or transport services, imposition of an embargo, operational disruptions, industrial dispute or late or cancelled delivery to GKW. If it becomes impossible for GKW to fulfil the contract for the aforementioned reasons, the respective order shall be deemed to have been cancelled. GKW shall immediately notify the Purchaser of any such hindrances to delivery.
3. GKW is entitled to make part deliveries.
4. If the Purchaser delays in accepting the contractual performance, – notwithstanding all other claims – GKW shall have the right to store the Goods at the Purchaser’s risk and to have any additional costs incurred due to the delayed acceptance (e.g. storage costs/interest) reimbursed by the Purchaser.
5. Should the Purchaser fail to accept the delivery despite a reasonable extension period being set, GKW is entitled to sell the Goods elsewhere and to invoice the Purchaser for 50% of the purchase price as a minimum loss, provided that the Purchaser does not prove that the actual loss was considerably less.

Differences in dimensions, weight and quality are permitted according to the DIN or the applicable practice. The weights shall be determined on GKW’s calibrated scales and are decisive for the invoicing. The weight shall be verified by submission of the weighing certificate. Provided that individual weighing is not the usual practice, the total weight of the delivery is decisive. Differences between the actual and computed individual weights shall be proportionally divided between them.

1. GKW reserves the right to choose the packaging. Where usual practice, GKW shall deliver the Goods packaged and protected against rust.
2. The costs of packaging shall be borne by the Purchaser. The packaging will not be taken back.

All deliveries shall be made ex works (EXW), 15745 Wildau, Schmiedestraße pursuant to INCOTERMS 2000.

1. In the event that there is a material defect in the Goods delivered, GKW will either eliminate the defect or deliver Goods free of defects at its own option (subsequent performance). If the subsequent performance fails or is unacceptable for the Purchaser, the Purchaser can lower the purchase price or withdraw from the Agreement. The Purchaser has no further entitlements other than those contained in Article 10 (Liability). The entitlement of the Purchaser under Art. 478, 479 BGB is not affected.
2. The period of warranty is 24 months from the time of delivery. 

1. GKW is liable for damages only if
   (a) liability is mandatory under applicable law, e.g. pursuant to the ProdHaftG or in cases of injury to life, body or health.
   (b) GKW has assumed a warranty,
   (c) GKW has culpably violated an essential contractual obligation (cardinal obligation), or if (d) the damage is due to grossly negligent or wilful behaviour on the part of GKW.
2. In all other cases liability for damages on the part of GKW is ruled out, regardless of the legal position. In particular, GKW is not liable for indirect damage, lost profit or other financial losses of the Purchaser.
3. In any case liability is limited to those damages that GKW could reasonably be expected to foresee or have foreseen at the time of conclusion of the Agreement given the circumstances and facts available to it. This limitation of liability does not apply in the case of Para (1), subparagraphs (a) and (b) of Clause 10 of these Terms and Conditions (Liability) or in cases of wilful damage.
4. The exclusion and/or limitation of liability pursuant to the preceding paragraphs also applies to the personal liability of employees and vicarious agents of GKW. 

Notwithstanding Article 10 (Liability), GKW is not responsible or liable for any disruption or delay in the fulfilment of any part of this Agreement that is due to events for which GKW is not responsible, including strikes or labour disputes. In the event that such events continue for more than 30 days either party is entitled to withdraw from the Agreement with immediate effect by declaring its withdrawal to the other party, without anyone having a claim to compensation for any damage or loss that may ensue.

1. In the event that the Goods have been manufactured in accordance with drawings, designs, labels, brands or other specifications of the Purchaser, the Purchaser undertakes to keep GKW free from any liability for violation of industrial property rights such as patents, design patents or copyrights to which GKW is exposed because the Goods correspond to the specifications.
2. In the event of transport damage the Purchaser shall immediately have the facts of the case established by the competent authorities.

1. GKW retains the title to the Goods delivered (Reserved-title Goods) until such time as all present and future claims arising out of the business dealings with the Purchaser have been settled.
2. Processing is always done for GKW as the manufacturer but without obligations for GKW. In the event that the title of GKW expires as a result of processing etc. GKW shall acquire a title to the integrative object equal to the proportion of the value of the objects supplied to the value of the other objects processed at the time of processing. In the event that the Purchaser acquires sole title through combination or amalgamation, he shall transfer a share of the title to GKW equal to the proportion of the value of the objects supplied to the value of the other objects combined or amalgamated with them at the time of combination or amalgamation. The Purchaser shall keep the (joint) property for the GKW. If the Goods are in the hands of a third party, the Purchaser shall at this time transfer the claim to immediate return of that third party to GKW. GKW hereby accepts that transfer. GKW’s (joint) title acquired under these rules passes to the Purchaser under the same conditions as the Goods delivered by GKW.
3. The Purchaser is entitled to dispose of the Reserved-title Goods in the ordinary course of business. The Purchaser shall at this time transfer to GKW all present and future payments accruing to it from the resale of the Goods to the amount of the invoice total (including VAT). GKW hereby accepts that transfer. The Purchaser remains entitled to collect the payments even after the transfer has taken place. This does not affect the power of GKW to collect the payments itself. GKW is obliged not to collect the payments as long as the Purchaser honours its payment obligations from the agreed proceeds, is not in default of payment and in particular as long as no application for bankruptcy proceedings has been made and payments have not been suspended.
4. The Purchaser is prohibited from utilising the Reserved-title Goods in any other way. In particular, the Purchaser is not entitled to reassign as security or to pawn the Reserved-title Goods. The claims transferred to GKW may be pawned or reassigned to third parties as security only with the prior consent of GKW.
5. The Purchaser shall inform GKW without delay of the intervention of third parties or attachment by third parties in respect of the Reserved-title Goods. The costs entailed in protection the rights of GKW shall be borne by the Purchaser as long as they cannot be reclaimed from the third party.
6. In the event that the Purchaser breaches an essential contractual obligation and in particular in the event that the Purchaser is in default of payment the GKW is entitled to reclaim the Reserved-title Goods at the Purchaser’s expense or to demand the transfer of any rights to the property of the Purchaser from third parties. GKW is further entitled to revoke the right of the Purchaser to resale and to revoke any direct debit authorisation that may exist, to collect the accounts payable and to utilise, exploit or resell the Reserved-title Goods. In the event that GKW reclaims or resells the Reserved-title Goods this shall not be construed as withdrawal from the Agreement. GKW can offset the proceeds from exploitation of the Reserved-title Goods against unpaid accounts. The Purchaser is liable for the loss of value if the proceeds from exploitation are less than the purchase price.
7. In the event that the value of the securities exceeds the claims secured by more than 50%, GKW is obliged to release the securities at GKW’s option on the request of the Purchaser.
8. In as much as GKW is entitled to redeem the Reserved-title Goods, the Purchaser shall irrevocably grant GKW access to its business premises during customary office hours and tolerate the removal.
9. GKW is entitled to transfer its claims to deliveries and performances for funding purposes. 

1. We have the right to set off all the claims against the Purchaser to which we are entitled against all claims against us to which the Purchaser is entitled.
2. In addition we have the right to set off all claims against the Purchaser to which we are entitled against all claims to which the Purchaser, with whatever legal justification, is entitled against enterprises in which the Georgsmarienhütte Holding GmbH directly or indirectly holds a majority share.
3. Enterprises in which the Georgsmarienhütte Holding GmbH directly or indirectly holds a majority share are in particular Georgsmarienhütte GmbH, Rohstoff Recycling Osnabrück GmbH etc. The current list of enterprises can be consulted on the Internet under www.georgsmarienhuette-holding.de. The Purchaser can obtain information about the enterprises included at any time on request.

In the event that an Purchaser residing outside the Federal Republic of Germany (out-of-territory customer) or their agent picks up Goods and transports or forwards them outside the territory the Purchaser shall provide GKW with the export certificate required for tax purposes. In the event that this certificate is not produced the Purchaser shall pay the applicable VAT rate for deliveries inside the Federal Republic of Germany from the invoice total.

1. The Agreement is subject to the law of the Federal Republic of Germany. The uniform CISG (United Nations Convention on Contracts for the International Sale of Goods) is not applicable.
2. The exclusive legal venue for all disputes arising from this Agreement or in connection with this Agreement is Potsdam. Notwithstanding the above legal venue Agreement, GKW can also sue the Purchaser at their place of business.