General Terms and Conditions of Sale

1. Scope, form

These General Terms and Conditions of Sale and Delivery (hereinafter referred to as ‘GTC’) apply only if the customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.

The supplier does not deliver to customers who are consumers within the meaning of Section 13 BGB. These are natural persons who conclude legal transactions for purposes that are predominantly neither commercial nor their independent professional activity.

1.2

The AVB apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter referred to as ‘goods’), regardless of whether the supplier manufactures the goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTC shall apply in the version valid at the time of the customer's order or, in any case, in the version last communicated to the customer in text form as a framework agreement for similar future contracts, without the supplier having to refer to them again in each individual case.

1.3

The GTC are binding and apply exclusively if they are declared applicable in an offer or in the order confirmation. Deviating, conflicting or supplementary general terms and conditions of the customer shall only be valid if they have been expressly accepted by the supplier in writing.

1.4

Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in the supplier's order confirmations shall take precedence over these GTC. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

1.5

All agreements and legally relevant declarations of the contracting parties must be made in writing. Written form within the meaning of these GTC includes written and text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declaring party, remain unaffected.

1.6

References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

2. Offers and order placement

The supplier's offers, including the presentation and advertising of goods in the supplier's online shop, are subject to change and non-binding and do not constitute a binding offer to conclude a purchase contract. This shall also apply if the Supplier has provided the Customer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – including in electronic form – to which the Supplier reserves its property rights and copyrights.

2.2

The order signed by the customer is a binding offer to enter into a contract. The contract is deemed to have been accepted when the supplier has confirmed its acceptance in writing (e.g. by means of an order confirmation) after receipt of an order or has declared its acceptance conclusively by delivering the goods to the customer.

2.3

By sending an order via the online shop by clicking on the ‘order with obligation to pay’ button, the customer places a legally binding order.

2.4

The customer will immediately receive an email from the supplier confirming receipt of the order via the online shop. This confirmation of receipt does not constitute acceptance of the offer unless acceptance is expressly stated in the email.

2.5

Orders for deliveries are only possible for the countries listed here:

Belgium, Denmark, Germany, France, Great Britain, Italy, Luxembourg, Netherlands, Austria, Poland, Sweden, Spain, Hungary, Switzerland.

2.6

An order must be paid via PayPal or by prepayment after receipt of the order confirmation. Payment on account is only possible for registered customers with an active customer account.

2.7

The supplier owns the copyright to all images, films and texts published in the online shop or in print media (e.g. catalogues) or on social networks. Use of this content is not permitted without the express consent of the supplier.

2.8

As the customer is exclusively an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB), there is no statutory right of withdrawal.

3. Scope of delivery

3.1

The order confirmation is decisive for the scope and execution of the delivery and service. Materials or services not included therein will be charged additionally.

2 Changes or additions to the agreed scope of services by the customer require the written consent of the supplier. The supplier shall inform the customer immediately of the effects of such a change (e.g. time frame, additional costs, etc.). Changes made by the customer without the prior consent of the supplier are not binding for the supplier.

In this case, the customer shall bear all additional costs incurred as a result and any delays in delivery.

3.3

Partial delivery is permissible provided that this does not place an unreasonable burden on the customer.

3.4

We reserve the right to make technical changes to the products provided that these do not constitute a deterioration of the agreed service.

4. Delivery period / delay in delivery / obstacles to delivery

4.1

The delivery period shall commence upon acceptance of the order by the supplier and after complete clarification of all technical issues. The delivery period shall be deemed to have been met if, by the end of the delivery period, the goods have left the factory or the customer has been notified that the goods are ready for dispatch.

4.2

If, for reasons for which the supplier is not responsible, the supplier receives deliveries or services from its sub-suppliers or subcontractors despite proper congruent procurement, i.e. despite a contractual agreement with the subcontractor prior to conclusion of the contract with the customer, with which the quantity, quality and performance period, or if events of force majeure occur, i.e. impediments to performance for which the Supplier is not responsible and which are not only temporary and last for more than 14 calendar days, the Supplier shall inform the Customer in writing in good time and at the same time notify the Customer of the expected new delivery date. In this case, the supplier shall be entitled to postpone the delivery or service for the duration of the hindrance or to withdraw from the contract in whole or in part due to the unfulfilled part, provided that the supplier has fulfilled its above obligation to inform and the supplier is not obliged to procure the goods or services in the individual case; the supplier shall immediately reimburse any consideration already paid by the customer. Cases of force majeure include, in particular, or are equivalent to: war, civil war, acts of terrorism, natural disasters, currency and trade restrictions, embargoes, sanctions, pandemics, strikes, lockouts, government and official interventions, energy and raw material shortages, transport bottlenecks through no fault of the supplier, operational hindrances through no fault of the supplier, e.g. due to fire, water and machine damage, and all other hindrances which, when viewed objectively, were not caused by the supplier.

4.3

If the customer is in default of acceptance, fails to cooperate or delays the supplier's delivery for other reasons for which the customer is responsible, or if shipment is delayed at the customer's request, the supplier reserves the right to charge the customer for the costs incurred for storing the goods, starting from the delivery date or, in the absence of a delivery date – upon notification that the goods are ready for dispatch. The supplier shall remain entitled to prove that it has incurred higher damages and to assert any statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination); however, the lump sum shall be offset against any further monetary claims. The customer shall be entitled to prove that the supplier has incurred no damage at all or only significantly less damage than the above lump sum.

4.4

The occurrence of a delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the customer is required.

5. Delivery, transfer of risk, transport and insurance

5.1

Delivery shall be made ex works (Incoterms® 2020 of the ICC), which shall also be the place of performance for the delivery and any subsequent performance. At the request and expense of the customer, the goods shall be shipped to another destination (sale by delivery). Unless otherwise agreed, the supplier shall be entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) itself.

5.2

The products shall be carefully packaged by the supplier. The packaging shall be charged to the customer at cost. Special requests regarding shipping and insurance must be communicated to the supplier in good time. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover, even if partial deliveries are made or the supplier has assumed other services, e.g. assumption of shipping costs, delivery or assembly. In the case of sale by delivery, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day of notification of readiness for dispatch. Complaints in connection with transport must be addressed by the customer to the last carrier immediately upon receipt of the delivery or the freight documents.

5.3

Insurance against damage of any kind is the responsibility of the customer. Even if it is to be taken out by the supplier, it shall be at the expense of the customer.

6. Inspection and acceptance of delivery

6.1

The customer must inspect the delivery immediately upon receipt of the shipment. If a defect is found, it must be reported to the supplier immediately and in detail.

6.2

The complaint period is one week from receipt of the delivery by the customer; the date of receipt of the written complaint by the supplier is decisive. If the defect only becomes apparent later, notification must be made in writing immediately after discovery of the defect. If the customer fails to carry out the proper inspection and/or notification of defects, the supplier's liability for the unreported defect is excluded.

The customer's warranty rights shall lapse if it fails to fulfil its obligations under Sections 6.1 and 6.2.

The customer shall return the goods complained about to the supplier in their original or equivalent proper packaging, carriage paid and at the customer's risk.

7. Prices and assembly costs

7.1

Unless otherwise agreed in individual cases, the prices of the supplier valid at the time of conclusion of the contract shall apply, ex works, plus statutory value added tax (excluding packaging, transport, insurance, assembly, installation and commissioning).

7.2

After conclusion of the contract, the supplier shall be entitled to adjust the prices to be paid by the customer on the basis of the respective contract at its reasonable discretion in line with the development of the costs relevant for the price calculation. A price increase may be considered and a price reduction shall be made if, for example, the costs for the procurement of energy or raw materials increase or decrease or other changes in the energy or legal framework conditions lead to a changed cost situation and the supplier is not responsible for this. Increases in a cost type, e.g. the procurement costs of electricity and gas, may only be used to increase prices to the extent that they are not offset by any decreases in costs in other areas, such as the procurement costs of raw materials. In the event of cost reductions, e.g. in the procurement costs of energy, the supplier shall reduce its prices to the extent that these cost reductions are not wholly or partially offset by increases in other areas. When exercising its reasonable discretion, the supplier shall choose the respective dates of a price change in such a way that cost reductions are not taken into account to a lesser extent than cost increases, i.e. cost reductions shall have at least the same effect on prices as cost increases.

7.3

In the case of sale by delivery (Section 5.1 of these GTC), the customer shall bear the transport costs ex works and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the customer.

7.4

Assembly costs shall be invoiced separately. Any necessary tools and auxiliary personnel shall be made available to the supplier's fitters free of charge. If a cost estimate is provided, the supplier shall not be liable for the prices quoted in the estimate.

Terms

8.1

However, even within the framework of an ongoing business relationship, the supplier is entitled at any time to make a delivery in whole or in part only against advance payment. The supplier shall declare a corresponding reservation at the latest with the order confirmation.

8.2

Payments shall be made without deduction of expenses, taxes and fees of any kind.

8.3

In the event of default of payment by the customer, the supplier reserves the right, in addition to its statutory claims, to immediately suspend planned deliveries and to change the terms of payment.

The customer shall only be entitled to set-off or retention rights to the extent that its claim has been legally established or is undisputed.

If, after conclusion of the contract, it becomes apparent (e.g. through an application for the opening of insolvency proceedings) that the Supplier's claim to the purchase price is at risk due to the Customer's inability to pay, the Supplier shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (Section 321 of the German Civil Code (BGB)). In the case of contracts for the manufacture of non-fungible items (custom-made products), the supplier may declare its withdrawal immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

9. Retention of title

9.1

The supplier retains title to the goods sold until all its current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full. This retention of title secures all claims which the supplier acquires against the customer in connection with the delivery, e.g. due to repairs, assembly, spare parts delivery or other services, even if these arise subsequently.

9.2

The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. The customer must notify the supplier immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. seizures) have access to the goods belonging to the supplier.

9.3

During the period of retention of title, the customer is obliged to take all measures necessary to protect the supplier's property and to inform the supplier immediately of any damage. Furthermore, the customer shall repair any damage at its own expense in a proper and professional manner.

9.4

In the event of breach of contract by the customer, in particular non-payment of the purchase price due, the supplier shall be entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal. The supplier is instead entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the customer fails to pay the purchase price due, the supplier may only assert these rights if the supplier has previously set the customer a reasonable deadline for payment without success or if such a deadline is not required by law.

9.5

Until further notice, the customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business in accordance with c). In this case, the following provisions shall apply in addition.

a) The retention of title extends to the full value of the products created by processing, mixing or combining the Supplier's goods, whereby the Supplier shall be deemed the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, the latter's ownership rights remain in force, the Supplier shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

b) The customer hereby assigns to the supplier as security all claims against third parties arising from the resale of the goods or the product, either in full or in the amount of the supplier's possible co-ownership share in accordance with the above paragraph. The supplier accepts the assignment. The obligations of the customer specified in Section 9.2 shall also apply with regard to the assigned claims.

c) The customer shall remain authorised to collect the claim alongside the supplier. The supplier undertakes not to collect the claim as long as the customer meets its payment obligations to the supplier, there is no deficiency in its ability to pay and the supplier does not assert its retention of title by exercising a right in accordance with Section 9.4. If this is the case, however, the supplier may demand that the customer informs the supplier of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, the supplier shall also be entitled to revoke the purchaser's authority to resell and process the goods subject to retention of title.

d) If the realisable value of the securities exceeds the supplier's claims by more than 10%, the supplier shall release securities of its choice at the purchaser's request.

9.6

The customer undertakes, for its part, to retain title to the purchased item if its customer does not pay in full at the latest upon delivery of the delivery item.

10. Warranty and claims for defects

10.

The supplier guarantees that the products it delivers are free from manufacturing and material defects. The statutory provisions shall apply to the rights of the purchaser in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below.

10.2

The basis for liability for defects is primarily the agreement made regarding the quality and intended use of the goods (including accessories and instructions). The product descriptions designated as such, which were provided to the customer prior to their order or included in the contract in the same way as these GTC, shall be deemed to be an agreement on the quality of the goods. Guaranteed characteristics are only those that are expressly designated as such in the order confirmation or instructions for use. The guarantee shall apply at the latest until the expiry of the warranty period. If the quality has not been agreed, the statutory provisions shall apply to determine whether or not a defect exists (Section 434 (3) of the German Civil Code (BGB)). Public statements made by the supplier or on its behalf, in particular in advertising or on the label of the goods, shall take precedence over statements made by other third parties.

10.3

In the case of goods with digital elements or other digital content, the supplier shall only be obliged to provide and, if necessary, update the digital content if this is expressly stated in a quality agreement in accordance with Section 10.2. The supplier shall not assume any liability for public statements made by the manufacturer of the digital elements or content or by other third parties in this respect.

10.4

The supplier shall not be liable for defects of which the customer is aware at the time of conclusion of the contract or of which it is not aware due to gross negligence (§ 442 BGB). Furthermore, the customer's claims for defects presuppose that it has fulfilled its statutory obligations to inspect and notify (§§ 377, 381 HGB). If the customer fails to carry out the proper inspection and/or notification of defects, the supplier's liability for defects that are not reported or not reported in time or not reported properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for installation, assembly or fitting, this shall also apply if the defect only became apparent after processing as a result of a breach of one of these obligations; in this case, the customer shall have no claims for reimbursement of corresponding costs (‘removal and installation costs’).

10.5

In the event of material defects, the supplier shall be entitled, at its discretion, to subsequent performance by remedying the defect (repair) or by replacement delivery. The supplier shall be granted a reasonable period of at least 20 working days for repair. Insofar as this is reasonable for the customer, the supplier shall be entitled to make several attempts at repair. In the event of a replacement delivery, the customer shall return the defective item to the supplier at the supplier's request in accordance with the statutory provisions; however, the customer shall not be entitled to a right of return. Subsequent performance shall not include the removal, dismantling or uninstallation of the defective item or the installation, fitting or assembly of a non-defective item if the supplier was not originally obliged to provide these services; Claims by the customer for reimbursement of corresponding costs (‘removal and installation costs’) shall remain unaffected. If the type of subsequent performance chosen by the supplier is unreasonable for the customer in individual cases, the customer may reject it. The supplier's right to refuse subsequent performance under the statutory conditions shall remain unaffected.

The above provisions shall also apply insofar as the supplier has undertaken to perform work within the meaning of § 631 et seq. BGB towards the customer.

10.6

The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any removal and installation costs, shall be borne or reimbursed by the supplier in accordance with the statutory provisions and these GTC if a defect actually exists. Otherwise, the supplier may demand reimbursement from the customer for the costs incurred as a result of the unjustified request to remedy the defect if the customer knew or was negligent in not knowing that there was in fact no defect.

10.7

If the customer chooses to withdraw from the contract due to a defect after subsequent performance has failed, it shall not be entitled to any additional claims for damages due to the defect. Section 325 of the German Civil Code (BGB) is waived in this respect. However, there shall be no right of withdrawal in the case of an insignificant defect.

10.8

The warranty shall expire prematurely if the customer or third parties make improper modifications or repairs, fail to follow the supplier's operating or maintenance instructions, or if the customer, in the event of a defect, does not immediately take all appropriate measures to minimise damage and give the supplier the opportunity to remedy the defect.

10.9

The warranty period is one year from delivery of the item.

All cases of breach of contract and their legal consequences, as well as all claims of the customer, regardless of their legal basis, are conclusively settled in these terms and conditions. In particular, all claims for damages, reduction, cancellation of the contract or withdrawal from the contract that are not expressly mentioned are excluded. Liability for consequential damage is excluded, unless mandatory product liability provisions prevent this.

11. Other liability

11.1

Unless otherwise specified in these GTC, including the following provisions, the supplier shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.

11.2

The supplier shall be liable for damages – regardless of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, the supplier shall be liable, subject to statutory limitations of liability (e.g. diligence in its own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, limb or health,

b) for damage resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely); in this case, however, the supplier's liability shall be limited to compensation for the foreseeable, typically occurring damage.

11.3

The limitations of liability resulting from Section 11.2 shall also apply to third parties and to breaches of duty by persons (including for their benefit) for whose fault the supplier is responsible in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee has been given for the quality of the goods and for claims of the customer under the Product Liability Act.

11.4

The customer may only withdraw from the contract or terminate it due to a breach of duty that does not constitute a defect if the supplier is responsible for the breach of duty. The customer's right to terminate the contract at will (in particular in accordance with Sections 650 and 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

11.5

The supplier accepts no responsibility for the use of its products in connection with devices, processes or systems protected by patent law. Responsibility for the application lies with the customer or the end user.

11.6

The customer indemnifies the supplier against all claims asserted on the basis of the use of the products in connection with devices, processes or systems protected by patent law. This includes, in particular, but is not limited to, claims for damages, injunctive relief and licence claims.

11.7

The Supplier shall not provide any advice regarding the usability of its products in connection with existing patents or property rights. It is the responsibility of the Purchaser to ensure that no third-party rights, in particular patents, trademarks or designs, are infringed before using the Supplier's products.

11.8

Where applicable, all information contained in the product documentation, packaging or other accompanying materials regarding areas of application and possible uses shall not be construed as legal advice. They are for general information purposes only and do not constitute a recommendation for a specific use, in particular with regard to the patented use of devices, processes or systems for load securing.

12. Export control/re-export clauses

12.1

The customer undertakes to comply with all relevant national and international export control regulations.

12.2

Based on the provisions of Art. 12g of Regulation (EU) No. 833/2014 and Art. 8g of Regulation (EU) No. 765/2006, the customer undertakes to comply with the following re-export clauses:

a) The customer shall not sell, export or re-export, either directly or indirectly, to the Russian Federation / Belarus or for use in the Russian Federation / Belarus for use in the Russian Federation / Belarus.

b) The customer shall use its best endeavours to ensure that the purpose of paragraph 12.2a) is not frustrated by third parties in the further commercial chain, including possible resellers.

c) The customer shall establish and maintain an appropriate monitoring mechanism to detect any conduct by third parties in the further distribution chain, including possible resellers, that would frustrate the purpose of paragraph 12.2a).

d) Any breach of paragraphs 12.2a), 12.2b) or 12.2c) shall constitute a material breach of an essential element of these General Terms and Conditions of Delivery and Sale (GTCS), and the Supplier shall be entitled to demand appropriate remedial measures, including, but not limited to:

(i) termination of the agreements concerned; and

(ii) a contractual penalty to be determined in accordance with Hamburg custom.

e) The customer shall inform the supplier immediately of any problems in applying paragraphs 12.2a), 12.2b) or 12.2c), including any relevant activities of third parties that could frustrate the purpose of paragraph 12.2a). The customer shall provide the supplier with information on compliance with the obligations under paragraphs 12.2a), 12.2b) and 12.2c) within two weeks of being requested to do so by the supplier.

12.3

The products supplied by the Supplier for load securing (e.g. lashing equipment, securing systems, aids and accessories) are generally intended for civilian use. However, in individual cases, they may be subject to the provisions of the EU Dual-Use Regulation (Regulation (EU) 2021/821) and, where applicable, national and international export control regulations. Accordingly, the customer undertakes:

a) to independently check whether a licence is required prior to any export, transfer or re-export of the delivered products and, if necessary, to obtain the relevant licences from the competent authorities. An authorisation requirement may exist in particular if products are to be used in security-related or military areas or if the end recipient is based in a sanctioned country, and

b) to inform the supplier immediately in the event of planned special uses or end uses (e.g. military, security authorities or outside the EU).

12.4

The customer shall indemnify the supplier against all claims resulting from a breach of export regulations by the customer and shall reimburse the supplier for all damages and expenses incurred as a result.

12.

The Supplier's obligation to deliver is subject to the proviso that the delivery does not conflict with any national or international foreign trade regulations.

13. Confidentiality

The Purchaser and the Supplier undertake to maintain confidentiality, in particular with regard to confidential information arising from Section 2 No. 1 of the German Trade Secrets Act (GeschGehG).

14.

This contract is governed by German law. The application of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG), is excluded.

15.

The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the supplier.

However, the supplier is also entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the general place of jurisdiction of the customer. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, remain unaffected.

16. Severability clause

Should individual provisions or parts of these provisions be or become invalid, void or unenforceable, the remaining provisions shall remain valid and the invalid provisions shall be replaced either by the statutory provision or (in the absence of such a statutory provision) by a provision which the contracting parties would have reasonably agreed upon in good faith if they had been aware of the invalidity.