TERMS OF SALE and DELIVERY

1. CONCLUSION
Our offers are always subject to change. Stock material in particular is subject to prior sale. All agreements must be made in writing. Agreements concluded with our employees who are not authorized to represent us shall only become effective if they have been confirmed by us in writing. This also applies to all amendments and additions to the contract.
The customer’s terms and conditions of business shall only apply insofar as they are consistent with our Terms and Conditions of Sale and Delivery. Otherwise, they are expressly contradicted.

2. PRICES 1 PAYMENT
The price and delivery conditions confirmed in writing shall apply to deliveries ex warehouse or ex our works. Subsequent calculations permitted at the time of delivery, such as alloy surcharges, shall be deemed to have been agreed unless fixed prices were expressly agreed. Our invoices are payable in cash without deduction immediately upon receipt by the customer. Bills of exchange and checks are accepted on account of performance. Bills of exchange are only accepted if discounting is possible at our bank. The withholding of payments or offsetting against disputed or not legally established claims is excluded. If the customer does not comply with our request for advance payment or provision of security in the case of S 321 BGB, we are entitled to withdraw from the contract after a reasonable grace period or to demand compensation for non-performance.

3. DELIVERY TIMES 1 FORCE MAJEURE
Agreed delivery periods are subject to correct and timely delivery to us. They shall only commence after clarification of all execution details and after provision of the documents, approvals, releases etc. to be procured by the customer.
Partial deliveries are permitted.
In the event of a delay in delivery, the customer is obliged to set a reasonable grace period, after the fruitless expiry of which he is entitled to withdraw from the contract. Liability for damages caused by delay shall be governed by Section 5 of the Terms and Conditions of Sale and Delivery. In this case, our liability is limited to 5% of the value of the delivery.
In the event of industrial disputes, in particular strikes and lockouts, as well as in the event of force majeure and other unforeseeable, exceptional circumstances for which we are not responsible, the delivery period shall be delayed to a reasonable extent. In such a case, we are also entitled to withdraw from the contract at our discretion. We are obliged to exercise our right of choice at the request of the customer. If we do not make a declaration within a reasonable period of time, the customer shall be entitled to withdraw from the contract.

4. WARRANTY FOR DEFECTS 1 LIABILITY
Defects in the deliveries, including the absence of warranted characteristics, must be reported by the customer without delay. In such a case, we are initially entitled, at our discretion, to remedy the defect by repair or replacement. If we do not remedy the defect within a reasonable period of time, the customer shall be entitled to withdraw from the contract after setting a grace period to no avail. Liability for consequential damages is excluded in this case. Otherwise, our liability is excluded, regardless of the legal grounds, in accordance with the following provisions:
In the event of a breach of a primary contractual obligation, we shall not be liable for simple negligence. In such a case, liability is limited to compensation for typical foreseeable damage. In other cases, we shall not be liable for simple negligence on the part of our vicarious agents or simple negligence on the part of our executive bodies and executive employees. If we are responsible for gross negligence on the part of our vicarious agents, liability shall be limited to compensation for typical foreseeable damage.
damage is limited.
The rights of the customer to assert claims arising from defects shall in all cases lapse 6 months from the date of the timely complaint, but at the earliest upon expiry of the warranty obligation.

5. TRANSFER OF RISK
The risk shall pass to the customer at the latest when the delivery parts are dispatched, even if partial deliveries are made or if we have assumed other services, e.g. the shipping costs or transportation and installation.
If dispatch is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for dispatch. The customer shall bear the storage costs after the transfer of risk.

6. EXTENDED RETENTION OF TITLE WITH PROCESSING CLAUSE
a.) Current account/balance clause (business obligation clause)
We reserve title to the goods until all our claims against the customer arising from the business relationship, including future claims arising from contracts concluded at the same time or later, have been settled. This also applies if individual or all claims have been included by us in a current invoice and the balance has been drawn and recognized.

b.) Extended retention of title for resale with advance assignment clause
The customer shall only be entitled to resell the reserved goods in the ordinary course of business if he hereby assigns to us all claims which accrue to him from the resale against the customer or against Ditte. If goods subject to retention of title are sold unprocessed or after processing or combination with items that are the exclusive property of the customer, the customer hereby assigns to us in full the claims arising from the resale.
If goods subject to retention of title are sold by the customer after processing/combination together with goods not belonging to us, the customer hereby assigns the claims arising from the resale in the amount of the goods subject to retention of title with all ancillary rights and priority over the rest. We accept the assignment. The customer is authorized to collect these claims even after assignment. This shall not affect our right to collect the claims ourselves, but we undertake not to collect the claims as long as the customer duly fulfills his payment and other obligations. We can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtor of the assignment.

c.) Extended retention of title with processing clause
Any treatment or processing of the reserved goods shall be carried out by the customer on our behalf without any obligations arising for us. If the reserved goods are processed, combined, mixed or blended with other goods not belonging to us, we shall be entitled to the resulting co-ownership share in the new item in the ratio of the value of the reserved goods to the other processed goods at the time of processing, combining, mixing or blending. If the customer acquires sole ownership of the new item, the contracting parties agree that the customer shall grant us co-ownership of the new item in proportion to the value of the processed or combined, mixed or blended goods subject to retention of title and shall store them for us free of charge.

d.) Check-rental clause
If, in connection with the payment of the purchase price by the customer, a bill of exchange liability is established for us, the retention of title as well as the underlying claims from deliveries of goods shall not expire before the bill of exchange has been honored by the customer as drawee.

e.) Overview clause
If the value of the existing securities exceeds the claims to be secured by more than 20 %, we shall be obliged to release such securities at the customer’s request.

7. PLACE OF PERFORMANCE AND JURISDICTION
The place of performance and jurisdiction for all rights and obligations arising from the business transactions with us, including check and bill of exchange liabilities, is Hamburg for both parties to the contract, provided that the customer is a registered trader, a legal entity under public law or a special fund under public law. However, we are also entitled to take legal action against the customer at his place of jurisdiction at our discretion.