General Terms and Conditions of Delivery and Payment

Pickhardt & Gerlach GmbH & Co KG – An der Kormke – D-58802 Balve

Scope of Application
1.1. The following terms and conditions apply to all current and future offers made by us and contracts concluded with us. The customer’s general terms and conditions are not recognised in their entirety unless we have expressly agreed to their validity.
1.2. Our General Terms and Conditions of Delivery and Payment apply exclusively to businesses as defined in §14 BGB (German Civil Code), legal entities under public law, and special funds under public law.
1.3. The written contract, including these Terms and Conditions of Delivery and Payment, constitutes the full agreement between the parties regarding the subject matter of the contract.

Offers and Prices
2.1. Our offers are non-binding unless explicitly stated as binding or if they contain a specific acceptance period.
2.2. The documents belonging to the offer such as illustrations, samples, descriptions, drawings as well as our information on the subject of the delivery or service (e.g. weights, performance, colour specifications, load capacities, tolerances and technical data) are only approximate unless they are expressly marked by us as binding or the usability for the contractually agreed purpose requires exact conformity. They are not guaranteed characteristics, but describe or characterise the delivery or service. Customary deviations from the agreed quality are permissible. The same applies to deviations from the agreed quality which must be made due to legal regulations or which represent technical improvements, provided that they do not impair the usability for the contractually intended purpose.
2.3. Prices are quoted ex works (Incoterms® 2010) and do not include packaging, freight, postage, and value preservation. VAT at the statutory rate and any industry-standard alloy surcharges will be added.
2.4. For contracts with a term exceeding two months, we reserve the right to adjust our prices if production costs change after the conclusion of the contract, particularly due to wage agreements or material price increases from call-off orders. Anything to the contrary shall only apply if fixed prices have been expressly agreed. We shall provide evidence of the change in manufacturing costs to the customer upon request.
2.5. If the customer has to bear part of the costs for tools, the tools shall nevertheless remain our property; the customer shall not acquire any rights to the tool itself, unless otherwise contractually agreed.

Order Acceptance
3.1. A contract shall only come into existence with the issue of our written order confirmation or by delivery. Our order confirmation alone shall be decisive for the content of the contract, in particular for the scope of performance. Amendments and additions to the contract require our written confirmation.

Deliveries and Transfer of Risk
4.1. Delivery dates shall be based on the agreements made in individual cases. If a specific calendar week has been agreed as the delivery period, delivery shall be made on Friday of the relevant calendar week at the latest. Delivery periods shall commence on the date of our order confirmation, but not before all details of the order have been fully clarified and any necessary certificates have been provided by the customer. In the case of deliveries ex works, the delivery periods and dates shall be deemed to have been met if the goods leave the factory within the delivery period or on the delivery date; they shall also be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own. Agreed delivery periods shall be extended by the period by which the customer is in arrears with his obligations to us under this or other contracts. If we are in default, the customer may withdraw from the contract after the expiry of a reasonable period of grace granted to us to the extent that the goods have not been reported as ready for despatch by the expiry of the deadline. In the event of partial default, the customer shall be entitled to withdraw from the entire contract if partial fulfilment is of no interest to him.
4.2. In the event of temporary obstacles to performance due to force majeure or other unforeseeable and unavoidable events (e.g., lockouts and strikes, raw material or goods shortages, vehicle shortages, traffic disruptions, energy supply difficulties, and other disruptions beyond our control), delivery and performance periods will be extended, or delivery dates postponed, by the duration of the obstacle plus a reasonable start-up period. In such cases, we will notify the customer without delay. If contract performance becomes unreasonable for either party, they may withdraw from the contract to that extent.
4.3 If acceptance has been agreed, it can only take place in our factory after notification of readiness for dispatch. All acceptance costs shall be borne by the customer. If acceptance does not take place, does not take place on time (within 5 working days) or does not take place in full, we shall be entitled to dispatch the goods without acceptance or to store them at the customer’s expense and risk. The goods shall be deemed to have been delivered in accordance with the contract in every respect upon despatch or storage.

4.4 The risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier, at the latest when they leave the factory.

Payment
5.1. Unless otherwise stated in our order confirmation, payment must be made net within 14 days of the invoice date.
5.2 We accept discountable, properly issued bills of exchange on account of payment if this has been expressly agreed. Bills of exchange and cheques shall be credited subject to receipt less expenses with value date of the day on which we can dispose of the equivalent value.

5.3 If the customer is in default of payment, we shall be entitled to charge interest at the respective interest rate of our principal bank for overdraft facilities, but at least 8% above the base interest rate of the Deutsche Bundesbank. We reserve the right to assert further claims for damages caused by default.

5.4 All our claims shall become due immediately, irrespective of the term of any accepted and credited bills of exchange, if the terms of payment are not complied with or if we become aware of circumstances which are likely to reduce the creditworthiness of the customer. We shall then also be entitled to perform outstanding deliveries and services only against advance payment and to withdraw from the contract after a reasonable period of grace or to claim damages for non-performance. We may also prohibit the further processing or treatment of the delivered goods and demand their return or the transfer of indirect possession of the delivered goods at the customer’s expense and revoke the collection authorisation in accordance with clause 7.8. The customer hereby authorises us to enter his premises in the aforementioned cases and to remove the delivered goods. We are entitled to the usual type and scope of securities for our claims, even if they are conditional or limited in time. The withholding of payments or offsetting shall not be permitted – unless offset against an undisputed or legally established claim.

Consignment Stock
6.1 If delivery to a consignment warehouse has been agreed, the customer shall call off the goods from the consignment warehouse. The consignment warehouse manager is obliged to inform us monthly about withdrawals from the warehouse.

Retention of Title
7.1 All goods delivered by us shall remain our property (goods subject to retention of title) until all claims arising from the business relationship, in particular also the respective balance claims to which we are entitled, irrespective of the legal grounds.

7.2 The handling and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB, without any obligation on our part. The processed goods shall be deemed to be reserved goods within the meaning of clause 7.1. In the event of processing, combining and mixing of the reserved goods with other goods by the Buyer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires as a result of combining or mixing, the buyer hereby transfers to us the ownership rights to which he is entitled to the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall store them for us free of charge. The resulting co-ownership rights shall be deemed to be reserved goods within the meaning of clause 7.1.
7.3 If we carry out contract work for the customer (e.g. refining or cutting the material supplied by the customer), the customer hereby assigns to us co-ownership of the material owned by him and to be processed by us, granting us co-ownership, unless we have already become the owner or co-owner in accordance with clause 7.2. We shall acquire co-ownership in the ratio of our invoice value to the market value of the processed material. The transfer of ownership shall take place upon completion of the processing. This co-ownership share of the material shall also be deemed to be reserved goods within the meaning of Clauses 8.1 and 7.2 and the following conditions. If we have not become co-owner of the processed material, the customer shall nevertheless assign to us his claim from the resale of this material in accordance with Clauses 7.5 to 7.7 in the amount of our invoice value.

7.4 The customer may only sell the goods subject to retention of title in the ordinary course of business, at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with clauses 7.5 and 7.7. The customer is not authorised to dispose of the reserved goods in any other way.
7.5 The customer’s claims arising from the resale of the reserved goods are hereby assigned to us. They shall serve as security to the same extent as the reserved goods.

7.6 If the reserved goods are sold by the customer together with other goods not sold or delivered by us, the assignment of the claim from the resale shall only apply to the amount of our invoice value of the reserved goods sold or delivered in the contract business. In the case of the sale of goods in which we have co-ownership shares in accordance with paragraph 8, the assignment of the claim shall apply in the amount of these co-ownership shares.
7.7 If the reserved goods are used by the customer to fulfil a contract for work and services or a contract for work and materials, paragraphs 4 and 8 shall apply accordingly to the claim arising from this contract.

7.8 The customer shall be entitled to collect claims from the sale in accordance with clauses 7.4 and 7.7 until our cancellation, which is permissible at any time. We shall only make use of the right of cancellation in the cases specified in Clause 5.4. At our request, he shall be obliged to inform his customers immediately of the assignment to us – unless we do so ourselves – and to provide us with the information and documents required for collection.

7.9 If the value of the existing securities exceeds the secured claims by more than 20% in total, we shall be obliged to release securities of our choice at the customer’s request. The customer must inform us immediately of any seizure or other impairment by third parties.

Defects and Liability
We shall be liable for defects in the goods, including the absence of warranted characteristics, in accordance with the following provisions.

8.1 Decisive for the contractual condition of the goods is the time of handover of the goods to the forwarding agent or carrier, at the latest the time of leaving the factory.

8.2 After the customer has carried out an agreed acceptance of the goods, the notification of defects that would have been detectable during the agreed acceptance is excluded.

8.3 Notification of defects by the customer must be received by us in writing or by telex no later than 8 days after receipt of the goods at the place of destination, but shall not entitle the customer to withhold the invoice amounts. In the event of defects, processing and treatment must be stopped immediately.

8.4 In the event of justified, immediate notification of defects, we shall take back defective goods and deliver flawless goods in their place; instead, we shall be entitled to replace or repair the reduced value.

8.5 The Buyer shall be entitled to withdraw from the contract within the framework of the statutory provisions if a reasonable deadline set for rectification or replacement delivery due to a defect has expired without result.
8.6 If the buyer does not give us the opportunity to convince ourselves of the defect, in particular if he does not immediately make the rejected goods or samples thereof available upon request, claims for defects shall lapse.

8.7 Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. Further claims are, as far as legally permissible, excluded; this applies in particular to claims for compensation for damage that has not occurred to the goods themselves.

8.8 The above conditions shall also apply to the delivery of goods other than those in accordance with the contract.
8.9 If the countries in which the customer will resell our products have different, in particular stricter product liability or product safety regulations compared to German law, the customer must inform us of this when placing the order. In this case, we shall be entitled to withdraw from the contract within one month. If the customer fails to provide this information, we may withdraw from the contract within one month of learning of the relevant legal situation. In the latter case, the customer shall be obliged to indemnify us against third-party claims which exceed our obligation to perform in a comparable product liability case in Germany. This shall also apply if we adhere to the contract.

Miscellaneous
9.1. Continuous delivery
In the case of contracts with continuous delivery, the specifications for approximately equal monthly quantities must be submitted to us. If specifications are not provided in good time, we shall be entitled to withdraw from the part of the contract that is still outstanding and to demand compensation after setting a grace period to no avail.

9.2 Partial delivery

We are entitled to make partial deliveries after we have given the customer the opportunity to comment. The customer shall not bear the additional costs incurred by us if we are responsible for their occurrence. The price remains unaffected. Each partial delivery shall be deemed an independent transaction.

9.3 Proof of export

If the customer collects goods not destined for the territory of the Federal Republic of Germany, the customer must provide us with the export certificate required for tax purposes. Otherwise, the customer shall pay us an amount equal to the VAT rate applicable to domestic deliveries from the invoice amount.

Final Provisions
10.1 This contract shall be governed by German law. The UN Convention on Contracts for the International Sale of Goods shall not apply.

10.2 The place of fulfilment for all obligations of both parties to the contract is Balve, Germany.

10.3 If the customer is a merchant or a legal entity under public law, the place of jurisdiction for all legal disputes arising in connection with this contract shall be determined by our registered office. We may also – at our discretion – sue the customer at his registered office.

10.4 The invalidity of individual provisions of this contract shall not affect the validity of the remaining provisions and the existence of the contract. The invalid provision shall be replaced by a provision that comes as close as possible to the economic content of the invalid provision. The same applies in the event of a loophole.

Version: January 2024