General terms and conditions of delivery and payment of BAB ENGINEERING UND ANLAGENKENNZEICHNUNG GMBH

1. Validity of our delivery and payment conditions

All deliveries, services and offers to our customers are made exclusively on the basis of these terms and conditions. These terms and conditions are deemed to have been accepted at the latest when the order is placed or the delivery is accepted. Deviations from these terms and conditions are only effective to our detriment if we confirm them in writing. Any differing purchasing conditions of our customers are hereby rejected. They will not be accepted even if we do not expressly object to them after receiving them. The contracts are concluded in accordance with the applicable German law and supplemented by the following provisions.

2. Offers and conclusion of contract

Contracts and other agreements, in particular oral side agreements and assurances, only become binding for us upon our written confirmation. The content of our confirmation is the only authoritative document. Drawings, illustrations, dimensions, weights and other performance data that can be found in our brochures or other documents, as well as information provided by the customer, are only binding if they are expressly agreed in writing; minor deviations remain reserved. We are entitled to partial deliveries.

3. Documents provided

We reserve ownership and copyright to all documents provided to the customer in connection with the order – including in electronic form – such as samples, layouts, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent. If a contract with the customer is not concluded, these documents must be returned to us immediately. The potential customer will bear the costs of return shipment.

4. Data protection

Bitte beachten Sie unsere Datenschutzerklärung, die Sie auf unserer Webseite (www.bab-eng.com) in unserem Downloadbereich finden.

5. Prices

All prices in our offers and price lists are exclusive of VAT and are subject to change. Our prices are based on current raw material and material prices, wages, taxes, etc. If our cost factors increase, we are entitled to increase the confirmed price accordingly. The minimum order value for orders or individual calls is 50€.Invoice values are ex works, packaging free (except for special packaging). For orders or calls below the above values, we are entitled to charge a minimum order surcharge of €15. The packaging and shipping costs are specified in the contract.

6. Payment date

Our invoices for goods are payable within 14 days of the invoice date without deduction. Cheques will only be credited subject to cashing. Bills of exchange will not be accepted.

7. Default in payment

The customer is in default upon expiry of the due date. After a delay of more than 30 days, all outstanding invoices, including those not yet due or deferred, become due. In addition, if the delay is more than 30 days, we are entitled to ? to require the Customer to instruct its buyers to pay the amounts to be collected to a bank designated by us; ? to charge interest at the rate charged by commercial banks for open current account loans, but at least 5% above the current discount rate of the Deutsche Bundesbank; ? to impose a delivery ban and, in the case of partial deliveries, to refuse delivery of the remaining quantities; ? to request that the customer submit a current interim balance sheet. ? To issue attachment and confiscation orders. Payments are always used to settle the oldest debt items due, plus any accrued late payment interest and any costs.

8. Delivery and performance time

Delivery dates and delivery periods are only binding if they are confirmed by us in writing. This also applies to orders via remote data transmission. The delivery period begins on the day the order is received and ends on the day (delivery date) on which the goods leave us or the delivery plant or are made available for collection. If the buyer requests changes to the order after the order has been placed – which is subject to our consent – the delivery period begins again with our confirmation of the change request. Delayed delivery is excluded if shipping is impossible through no fault of our own. If a binding delivery period or a binding delivery date is not met, the customer can only withdraw from the contract after unsuccessfully setting a written or reasonable grace period if the customer is not interested in fulfilling the contract and we are responsible for the failure to deliver; we do not accept contractual penalties. The delivery periods and dates shall be extended – without prejudice to our rights arising from the customer’s default – by the period by which the customer is in default with its obligations to us. Events of force majeure entitle us to postpone delivery for the duration of the hindrance or to withdraw from the contract in whole or in part due to the part not yet fulfilled. All circumstances that make delivery significantly more difficult or impossible, such as currency or trade policy or other sovereign measures, strikes, lockouts, operational disruptions (e.g. fire, power shortages) and obstruction of traffic routes, are equivalent to force majeure, regardless of whether these circumstances occur at our company, the supplier or a subcontractor. Partial deliveries are permitted.

9. Transfer of risk

When goods are delivered, the risk is transferred to the customer as soon as the goods have been handed over to the person carrying out the transport and have left our warehouse for dispatch. The choice of shipping route and method is left to us. The freight will be calculated according to the freight rates valid on the day of calculation. Any increase in freight costs due to subsequent changes in the type of transport, the route of transport, the destination or similar circumstances affecting the freight costs must be borne by the customer. If we act as a freight forwarder, the General German Freight Forwarders’ Conditions (ADSp) in the currently valid version shall apply in relation to the customer.

10. Warranty

The goods must be inspected immediately after arrival at the destination and handled with the care of a prudent businessman. Any complaints must be made within 8 days of receipt of the goods. Hidden defects that cannot be found after immediate inspection may only be claimed if the notification of defects is received by us within 3 months after the goods have left our warehouse. The quality of the goods is governed by German standards and, if specific to the goods, foreign standards as well as some standards of our supplier and its sub-suppliers. Justified complaints about defects oblige us exclusively to remedy the defect, provide replacement services at our discretion or to withdraw from the contract. We are not liable for damage caused by incorrect information provided by the customer, inadequate maintenance and care, operation contrary to instructions or the use of spare parts from other manufacturers. Further claims by the customer, in particular liability for consequential damage, are excluded in all cases. Under no circumstances, even in the case of justified complaints about defects, does the customer have a right of retention on payments due. The customer is only entitled to offset undisputed or legally established claims. If the delivery items complained about are put into use, the warranty claim is void. We shall only be liable to the customer for damages – regardless of the legal basis – if we or our vicarious agents have acted intentionally or with gross negligence. Liability for warranties of quality will only be assumed if we expressly declare this.

11. Retention of title

All delivered goods remain our property (reserved goods) until all claims have been settled, regardless of the legal basis, including future or conditional claims, including those arising from contracts concluded at the same time or later. In the case of a current invoice, the existing property is considered to be security for our balance claim. In terms of value, we base this on the respective invoice value plus a security surcharge of 20%. However, the security surcharge is not taken into account to the extent that it conflicts with the rights of third parties. The customer hereby transfers the expectant right of ownership or ownership of all goods that are delivered directly to our customer by contract suppliers (drop shipment) as security until our claims have been paid in full. The same applies to goods from contract suppliers that are not secured by effective retention of title. The handover is replaced by the customer storing the goods for us free of charge with the care of a prudent businessman. If we expressly declare this in writing. We are entitled to satisfy ourselves from the returned reserved goods by selling them privately. Preliminary attachment or transfer of ownership of the reserved goods or the assigned claims is not permitted. We must be notified immediately of attachments, stating the name of the attaching creditor.

12. Breach of contract

If the customer acts in breach of contract – in particular if payment is delayed – we are entitled to take back the reserved goods at the customer’s expense and to sell them elsewhere. We will deduct at least 25% of the invoice value from the takeover credit note as costs for the return and the sale proceeds. We are entitled to claim higher damages with individual evidence instead of the flat-rate deduction. The customer hereby assigns to us his claims for return against third parties. The return or seizure of the reserved goods by us does not constitute a withdrawal from the contract.

13. Place of performance, jurisdiction and applicable law

For all rights and obligations arising from the contract, Bocholt shall be the place of performance for delivery, service and payment for both parties. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship (including for bills of exchange, checks and other document proceedings) is Bocholt. The law of the Federal Republic of Germany applies to these business relationships and all legal relationships between us and the customer. Bocholt, 01.09.2021