General Terms and Conditions of Dreisbach & Jungmann GmbH & Co KG

I. Validity of the conditions
Our deliveries are made exclusively on the basis of the following conditions:

1. Conflicting or differing terms of our terms and conditions of the customer are not recognized, unless we expressly agree in writing. Our terms and conditions also apply if the delivery is carried out without reservation in the knowledge of conflicting or deviating conditions of the customer.
Corresponding conditions of the customer do not obligate us, even if we do not contradict you again at the conclusion of the contract.

2. Our terms and conditions apply at the latest with the receipt of the goods as accepted. Conclusion and agreements - in particular, as far as they change our conditions become binding only by our written confirmation for us. All agreements made between us and the customer must be in writing.

3. Our terms and conditions also apply to all future business with the customer.

II. Delivery conditions

1. Offer and conclusion of contract Offer documents
a) Our offers are non-binding and non-binding on the basis of the offered or requested quantities as well as existing documents / information of the customer. When changing the task (eg changing the shape, dimensions, material, length of the profiles, etc.) the offer must be reviewed and if necessary amended. Declarations of acceptance and all orders require our written confirmation to the legal validity, which can also be made by fax. Subsidiary agreements, changes and / or additions require our written confirmation.
b) Our employees are not authorized to make verbal side agreements or verbal assurances that go beyond the content of the written contract.
c) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents. Before being passed on to third parties, the customer requires our express written consent.

2. Test material
For testing and preliminary acceptance of the system and tools from us, the purchaser must deliver in good time suitable test material in sufficient quantity for us free of charge.
Only if test material is provided in the quality and dimensional stability agreed for the production, it is ensured that parts of the same quality can be manufactured later in the production without readjusting or changing the tools.
The test material required for testing and commissioning as well as for the acceptance operation at the customer's works shall also be provided free of charge by the customer in suitable quality and in sufficient quantity for us.

3. Prices
Unless otherwise stated in the order confirmation, our prices apply without obligation "ex works" excluding packaging, transport and transport insurance. The legal value added tax is not included in our prices. It will be shown separately in the invoice at the statutory rate applicable on the day of invoicing.

4. Delivery and service time, delivery delay
a) The delivery time results from the agreements of the contracting parties.
b) The delivery period begins - assuming complete clarification of the contractual basis - with the dispatch of our order confirmation, but not before the timely and proper fulfillment of the obligations of the customer (providing the customer, if necessary, to obtain documents, permits, clearances, etc.). The beginning of the delivery period also assumes that the customer has fulfilled his payment obligations in full. The delivery period is adhered to if the readiness for shipment has been notified by the time the delivery has expired or the delivery item has left the factory.
If we are hindered in our performance by unforeseeable circumstances (such as delayed self-delivery), which we were unable to avert despite reasonable care, the delivery period will be extended accordingly.

The same applies to delivery and performance delays due to force majeure and events that make it difficult or impossible for us to manufacture or deliver - this includes strikes, lockouts, official orders, etc. - even if they occur at our suppliers or their subcontractors. Cases of this kind entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part because of the unfulfilled part. The above applies to both non-binding and bindingly agreed deadlines and dates. We will promptly notify you of any delays.
c) If the delay in delivery is based solely on a culpable breach of a non-essential contractual obligation, the claim of the purchaser for compensation shall amount to half a percent for each completed month of default, up to a maximum of 3% of the invoice value of Delayed delivery and services limited. Further claims are excluded, unless the delay is based on at least gross negligence.
d) If the entire performance before the transfer of peril finally impossible, the customer can withdraw from the contract without setting a deadline. The same applies if the delivery of a part of an order becomes impossible and the customer has a legitimate interest in the rejection of the partial delivery. If this is not the case, the customer has to pay the contract price for the partial delivery. For the rest, Section VII. 2 applies.
e) If the customer is in default of acceptance or if he violates other obligations to co-operate, we are entitled to demand compensation for the damage incurred including any additional expenses. With the arrival of the acceptance / debtor default on the part of the purchaser, the risk of accidental deterioration and accidental loss passes to this.

5. Pre-acceptance
a) Unless otherwise stated in the order confirmation, the delivery is agreed "ex works". The goods shall be deemed to have been delivered in accordance with the contract in every respect when the orderer has pre-accepted the goods or does not perform the agreed preliminary acceptance, in time or in full. The orderer may not refuse the preliminary acceptance in the event of a non-material defect.
b) The specifications of technical sizes, compositions and standards serve only the description of the goods and are not guaranteed. In addition, unless otherwise agreed, the general commercial and material-specific tolerances apply.
c) Changes in design or shape resulting from the improvement of the technology or requirements of the legislator are reserved during the delivery time unless the delivery item is significantly changed and the changes are reasonable for the purchaser.
d) Partial deliveries are permitted as far as reasonable for the customer and are calculated individually.
e) Transport and all other packaging in accordance with the packaging regulations will not be taken back. The customer is obliged to dispose of packaging at his own expense.

6. Packaging, shipping and transfer of risk
a) The goods are always sold unpacked. The costs of transport and packaging as well as sufficient insurance of the goods against damage caused by fire, water, breakage and theft shall be borne by the customer, even if we organize and commission packaging and transport of the goods in individual cases.
b) With the handover to the person carrying out the transport (eg freight forwarder, carrier), the risk - including a seizure - shall in any case be transferred to the purchaser irrespective of whether the shipment is made from the place of performance or who bears the freight charges. This also applies if the transport is carried out by us. If the goods are ready for despatch and the shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the purchaser upon receipt of the notification of readiness for shipment. In particular, a transfer of risk occurs from notification of readiness for dispatch, provided that the shipment is delayed at the request of the customer.

7. Assembly and commissioning
Insofar as an assembly and commissioning has been agreed upon on site by the purchaser in written form, our general terms and conditions of assembly in Germany apply to this partial service.

III. terms of payment
1. Unless otherwise stated in the order confirmation, the payment must be made immediately after invoicing without deductions. If the target is exceeded or other cases of default, interest is charged in the amount of the credit costs incurred by us, but at least 5% pa above the respective base lending rate acc. Discount Transition Act. Further claims arising from default of payment shall remain unaffected, as shall the right of the customer to prove that no or substantially less damage occurred.
2. We are entitled, despite contrary provisions of the purchaser, first to offset payments against their older debts. We will inform the customer about the type of settlement. If costs and interest have already arisen, we are entitled to offset the payment first against the costs, then against the interest and finally against the main service.
3. If our company becomes aware of circumstances that call into question the creditworthiness of the customer - eg. Non-payment of a check, suspension of payments, etc. - we are entitled to the entire remaining debt due, even if it has accepted checks or bills. In this case, we are also entitled to demand advance payments or security deposit.
4. Set-off rights are only available to the customer if his counterclaims have been legally established or are undisputed. Furthermore, he is entitled to exercise his right of retention to the extent that his counterclaim is based on the same contractual relationship.

IV. Information and Privacy
1. The customer is obliged to provide all information necessary for carrying out the business. In doing so, he has to take extreme care to ensure the accuracy and completeness of his information. We are entitled to accept the information unchecked. For any damage caused to us due to incorrect or incomplete information, the purchaser shall be liable.
2. It is pointed out that the data of the customer received in the framework or in connection with the business connection - regardless of whether it is communicated by him or by third parties - are recorded, processed and protected in accordance with the statutory provisions (Federal Data Protection Act).

V. Retention of title
1. Until the payment of all claims (including all balance claims from current account), which are due to us for any legal reason against the purchaser now or in the future, our property remains reserved, even if payments are made on specially designated claims.

For current accounts, the reserved property is considered a security for our balance claim. The purchaser is obliged to store the goods subject to retention of title separately from the other goods, to insure them against fire, water, breakage and theft and to label them at our request.
2. The working and processing as well as the transformation of the reserved goods happens on our behalf - thus for us as a manufacturer -, without resulting liabilities for us. Should the customer nevertheless acquire ownership, it is already agreed that at the time of origin of the ownership, the co-ownership share passes to us, which corresponds to the ratio of the goods subject to retention of title (gross invoice value) to the value of the processed goods, and the orderer stores the goods for us free of charge , § 947 sentence 1
BGB remains reserved.
3. The processed goods serve as our security in the amount of the gross invoice value of the reserved goods. Incidentally, the same applies to the new object arising from the processing as to the reserved goods. It is considered reserved goods within the meaning of these regulations.
4. For the processing and / or sale of our reservation property the orderer is entitled only in the normal business transaction, to its normal business conditions and, as long as he is not in default. For the rest, he must ensure that the receivable from the resale passes to us. He is not entitled to other dispositions concerning the reserved goods. The claims of the customer from a resale of the reserved goods are already assigned to us, irrespective of whether the
Retained goods without or after processing and whether they are sold to one or more buyers.
The assigned claim serves as a security in the amount of the gross value of the respective reserved goods sold. If the reserved goods are sold by the customer together with other goods not belonging to us or after processing, the assignment of the claim from the resale shall only be deemed to have been made in the amount of the gross invoice value of the reserved goods. The same applies to claims
of the customer due to loss or damage of the reserved goods. The orderer assigns to us also the demands to secure our claims against him, which by connection of the purchase thing with a
Land grown up against a third party.
5. The customer is only entitled to collect the claim assigned to us as long as he fulfills the obligations incumbent upon us. Our authority to collect the claim itself remains unaffected. A pledge or assignment of the goods as well as a further assignment of the claim assigned to us are excluded. At our request, the purchaser will name the third-party debtors, show them the assignment and provide us with the information necessary to assert the claim. In the case of access by third parties to the reserved goods, in particular seizures, the purchaser will point out our ownership and inform us immediately so that we can enforce our property rights. Insofar as the third party is not in a position to reimburse the court or out-of-court costs incurred by us in this connection, the customer is liable for this. This applies in particular to the costs of an intervention claim.
In the event of breach of contract by the purchaser - in particular default of payment - we shall be entitled to take back the reserved goods or, if necessary, to demand assignment of the purchaser's claims for surrender against third parties. In the withdrawal as well as in the seizure of the reserved goods by us no withdrawal from the contract. After the return of the goods, we are entitled to their utilization, and the proceeds of the sale - less reasonable costs of utilization - are to be offset against the liabilities of the customer.
6. If the value of the existing securities exceeds our claim by more than 20%, we are obliged to release securities of our choice at the request of the customer.
7. The application for the opening of insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.


VI. warranty
For deficiencies in delivery, we provide the following to the exclusion of further claims - subject to Section VII - as follows:
1. Recognizable defects of the goods are to be reported immediately upon their arrival at the place of destination and before their processing. The duty of inspection of the purchaser extends to the entire delivery. The customer must accept the goods regardless of any defects and store them properly. Defects that can not be detected immediately even after the most careful inspection must be reported immediately after the discovery with immediate cessation of working or processing. The purchaser must complain about the defects in writing and specifying the alleged individual defects and, upon request, promptly provide us with samples of the goods complained about and allow the inspection.
2. In the case of proven defect, we provide repair or, with the consent of the purchaser, the replacement of the inferior value or deliver goods free of defects against return of the complained. In order to carry out all improvements and replacement deliveries which appear necessary to us, the purchaser shall, after agreement with the supplier, give us the necessary time and opportunity; otherwise we are exempt from liability for the resulting consequences. In case of failed rectification or replacement, the purchaser has the right to reduce the purchase price or cancel the purchase. Unless we are charged with intentional breach of contract, the liability for damages is limited to foreseeable, typically occurring damage.
3. The above provisions also apply to the delivery of goods other than those conforming to the contract.
4. If our operating or maintenance instructions are not followed, changes made to the products or used consumables that do not meet the original specifications, then no warranty, if the purchaser has a substantiated substantiated allegation that only one of these circumstances has caused the defect not refuted. The warranty is also excluded in case of operating errors, force majeure, overuse and contamination, chemical and / or atmospheric influences as well as non-compliance with prescribed maintenance and care intervals. In addition, the right to a warranty expires even if the purchaser is not carried out by us on the part of work authorized by us on the goods or this work is provided by third parties, without our prior written consent.
5. If the purchaser has forwarded the goods to third parties prior to the notification of defects, any warranty claims at the customer's place of business must be fulfilled.
6. Warranty claims directed against us are only available to the immediate customer and are not assignable.

VII. Total liability
1. If the delivery item can not be used by the customer as a result of negligent or incorrect execution of proposals and consultations made before or after conclusion of the contract or breach of other contractual secondary obligations - in particular instructions for operation and maintenance of the delivery item - the orderer shall apply to the exclusion of further claims of the customer, the provisions of sections VII 2 and VI accordingly.
2. We are liable - for whatever legal reason - only for damages that have not arisen on the delivery item itself
a) in the case of intent,
(b) gross negligence on the part of the owner (s) or executives,
c) culpable injury to life, body, health,
d) in the case of defects which we have fraudulently concealed or whose absence we have guaranteed
e) in case of defects of the delivery item, as far as according to the Product Liability Act for personal injury or property damage to privately used objects is liable.


In the event of culpable breach of essential contractual obligations, the supplier shall also be liable for gross negligence of non-executive employees and for slight negligence, in the latter case limited to the contractually typical, reasonably foreseeable damage. Further claims are excluded.

VIII. Statute of limitations
All claims of the customer - for whatever legal reason - expire in 12 months. For claims for damages according to Section VII 2
a) - e) the statutory periods apply. They also apply to defects in a structure or to delivery items that have been used for a structure in accordance with their customary use and have caused its defectiveness.

IX. use of software
If software is included in the scope of delivery, the purchaser is granted a non-exclusive right to use the supplied software including its documentation. It is left for use on the intended delivery item. Use of the software on more than one system is prohibited.
The purchaser may reproduce, revise, translate or convert the software from the object code to the source code only to the extent permitted by law. The purchaser undertakes not to remove manufacturer information - in particular copyright notices - or to modify it without the prior express consent of the supplier.
All other rights to the software and the documentation including the copies remain with the supplier or the software supplier. Sublicensing is not permitted.

X. Place of Performance and Jurisdiction
1. Place of performance for both parts is our place of business.
2. If the customer is a merchant, a legal entity under public law or a special fund under public law, then the place of jurisdiction Lüdenscheid shall be agreed for all claims arising from the business relationship; We reserve the right, at our discretion, to sue the purchaser at his general place of jurisdiction and to call the District Court, regardless of the amount in dispute. The same place of jurisdiction applies if the customer does not have a general place of jurisdiction in Germany, relocates his domicile or habitual residence from the country of domicile after conclusion of the contract or his domicile or habitual residence at the time the complaint is not known.
3. The contractual relationship is subject to the domestic law of the Federal Republic of Germany to the exclusion of the UN Sales Convention.

XI. Severability clause
Should a provision in these terms and conditions or a provision in the context of other agreements be or become ineffective, this shall not affect the validity of all other provisions or agreements.


As of 30.08.2014