Article 1 Scope

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1. These General Terms and Conditions of Sale (“Terms of Sale”) apply to all of our business relations with our

customers (“Buyer”). The company Dipl.-Ing. K. Weinhold GmbH & Co. KG, Kreitzweg 8 + 43, 41472 Neuss,

(“Weinhold”) sells exclusively on the basis of these Terms of Sale. Our Terms of Sale also apply to all subsequent

transactions, where this does not need to be expressly mentioned or agreed upon at the time of

their conclusion.

 

2. Our Terms of Sale only apply if the Buyer is an entrepreneur (Sec. 14 of the BGB [German Civil Code]), a

legal person under public law or a special fund under public law.

 

3. These Terms of Sale apply exclusively. Any terms and conditions of the Buyer, which the Buyer referred to in

their offer or their acceptance, shall only apply to the contractual relationship if Weinhold has expressly

agreed to their applicability, in writing. This requirement of consent applies in any case, for example even

if Weinhold performs the delivery to the Buyer unconditionally in full awareness of the Buyer’s terms and conditions.

 

Article 2 Conclusion of contract

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1. All offers of Weinhold are subject to change and are non-binding, unless they are expressly identified as being

binding or contain a specific acceptance period.

 

2. The Buyer’s purchase order for the goods will be considered a binding contract offer. Unless otherwise

stated in the purchase order, Weinhold shall be entitled to accept this offer for a contract within 14 days of its

receipt.

 

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Article 3 Delivery and delivery period

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1. Unless otherwise agreed, in writing, between Weinhold and the Buyer, the following shall apply: Weinhold shall deliver the goods at the registered office of Weinhold Kreitzweg 8 + 43, 41472 Neuss, ex works (Incoterms®

2020), insofar as the destination of the goods is located in Germany. Otherwise, the delivery shall be

made FCA (Incoterms® 2020) at the registered office of Weinhold. In the latter case, the delivery by Weinhold

shall be deemed completed as soon as the goods have been loaded onto the means of transport provided

by the Buyer. In both cases, Article 8(1) shall remain unchanged as regards packaging costs.

 

2. Deadlines and dates for deliveries and services promised by us shall always be regarded as approximations,

unless a fixed deadline or a fixed date is expressly assured or agreed.

 

3. Weinhold is entitled to make partial deliveries and early deliveries if the partial delivery can be used by the

Buyer within the scope of the contractually specified intended purpose, if the delivery of the remaining ordered

goods is ensured and the Buyer does not incur any significant additional efforts or costs.

 

4. If the ordered goods are purchased, in whole or in part, from pre-suppliers under a congruent hedging transaction, Weinhold shall only be obliged to deliver under the condition of complete, correct and timely delivery to themselves, unless the non-delivery or delay is attributable to Weinhold.

 

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Article 4 Place of performance, transfer of risk, insurance, storage costs

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1. Place of performance for all obligations arising from the contractual relationship shall be at the registered

office of Weinhold.

 

2. The performance of the transport, the transfer of risk regarding accidental loss and accidental damage of

the goods as well as the assumption of the insurance costs shall be carried out in accordance with the Incoterms

used in the order confirmation. Unless otherwise specified, the risks shall be transferred to the Buyer at

the latest when the delivery item is handed over (where the start of the loading process is decisive) to

the forwarding agent, carrier or any third party appointed to carry out the shipment.

 

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Article 5 Delay in acceptance

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The Buyer will be deemed to be in default of acceptance if they fail to accept the service that was

properly offered to them. If the Buyer is in default of acceptance, Weinhold shall only be responsible for wilful

intent and gross negligence during such delay of acceptance. Furthermore, the risk of any accidental loss

or accidental deterioration of the goods shall pass to the Buyer at the time of their delay in acceptance.

 

 

Article 6 Warranty

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1. The rights of the Buyer in the event of material defects or defects of title shall be governed by the statutory

provisions unless otherwise provided below.

 

2. Weinhold will not be obliged to inform the Buyer of technical changes to the goods, if these result only in

an equivalent or higher quality, but do not cause any material defect. Rather, the Buyer is responsible for

checking the quality and suitability of the goods for the processing and application intended by them before

using the goods.

 

3. A precondition for any claims for defects on the part of the Buyer is that the Buyer has complied with their

statutory obligations to inspect and notify (Sections 377, 381 of the HGB [German Commercial Code]). Any inspection shall in any case be performed before the installation. If a defect is found during delivery, inspection

or at any time thereafter, Weinhold shall notify the defect, in writing, without delay and not later than

within 8 calendar days.

 

4. In the case of goods intended for installation, the obligation to notify shall also apply if the defect was established resulting from the breach of one of those obligations only after their installation. In this case, the Buyer will not be entitled to any compensation for the costs of removal and installation.

 

5. If the delivered item is defective and if the subsequent performance cannot be refused according to the statutory provisions, Weinhold many initially choose whether their supplementary performance will be made

by eliminiation of the defect or by delivery of a defectfree item. However, if either only such a subsequent

performance or a replacement delivery is reasonable for the Buyer in individual cases, the latter can choose

the type of subsequent performance.

 

6. If a reasonable period of time to be set by the Buyer for subsequent performance has expired unsuccessfully

or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or

reduce the purchase price in accordance with the statutory provisions, unless there is only an insignificant

defect.

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7. The Buyer’s claims for reimbursement of expenses in accordance with Sec. 445a(1) BGB are excluded, unless

the last contract in the supply chain is a purchase of consumer goods (Sections 478, 474 of the BGB).

 

8. Claims for warranty become time-barred 1 year after delivery of the goods, where the provisions on the statute of limitations of Sec. 439(1) no. 1, no. 2, (3) of the BGB (rights in rem third parties, use for a construction

work, bad faith) and Sections 445, 445b of the BGB (recourse claims of the seller) shall remain in full force

and effect.

 

9. Claims of the Buyer for damages or compensation for futile expenses will only exist n accordance with

Article 7, even in the event of defects of the goods. Article 7 Limitations of liability

1. Weinhold will be liable,

• to the extent that liability is mandatory, e.g. in accordance with the Product Liability Act;

• in cases of intent and gross negligence;

• for injury to life, limb and health;

• insofar as Weinhold fraudulently concealed a defect or assumed a guarantee for the quality of the goods; and

• for breach of essential contractual obligations (obligations the fulfilment of which makes the proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely, such as e.g. a delivery free of significant defects, timely delivery, etc.). However, the compensation for the infringement of essential contractual obligations is limited to the foreseeable damage typical for the

contract, unless in cases of intent or gross negligence or liability for injury to life, body and health.

 

In addition, claims for damages on the part of the Buyer for whatever legal reason, in particular for the infringement of obligations arising from the contractual relationship and from tort, are excluded.

 

2. The limitations of liability arising from the provisions above will also apply in the case of infringements of

duty by persons that are attributable to Weinhold according to statutory provisions.

 

3. The above statements will apply, mutatis mutandis, to claims for compensation of expenses of the Buyer and

in the event of an infringement of obligations during contract negotiations.

 

Article 8 Prices, terms of payment and default of payment

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1. Orders for which no fixed prices are agreed expressly, will be calculated at the list prices prevailing on the

date of delivery, plus statutory value added tax. The Buyer will also bear the costs of packaging, which

will be charged to them separately. Any bank charges for international transfers, customs duties, fees, taxes and other public charges will also be borne by the Buyer.

 

2. Any changes occurring in the agreed foreign currency or the exchange rate to the euro which arise after the

completion of the sale (date of order confirmation) will be borne by the Buyer.

 

3. The invoice will be issued on the date of delivery or provision and will be due immediately. No discount will

be accepted.

 

4. Payments made after their maturity will bear a simple interest of 5 percent p.a., if the Buyer is a merchant as

per the German Commercial Code.

 

5. The Buyer will only be entitled to rights of set-off or retention against undisputed or legally enforceable

claims; in the event of defects in delivery, the Buyer’s counter-rights will remain in full force and effect.

 

6. The place of performance for payment of the purchase price will be at the registered office of Weinhold. The

payment will be deemed to have been made when the amount has been credited to the account. Payment

costs – also in the form of public-law levies – will be borne by the Buyer.

 

7. Weinhold reserves the right to demand, in its order confirmation, a hedging of the order amount by prepayment.

 

8. If it becomes apparent after conclusion of the contract (e.g. by a request for the initiation of insolvency proceedings) that the right to the purchase price is endangered by the Buyer’s inability to perform, Weinhold will

be entitled to refuse performance and – if necessary after setting a deadline – to cancel the contract.

 

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Article 9 Retention of title

1. Weinhold retains ownership of the sold goods until the full payment of all present and future claims arising

from the sales contract and from an ongoing business relationship (secured claims).

 

2. The goods subject to retention of title may not bepledged to third parties or transferred as security before

the secured claims have been paid, in full. The Buyer shall immediately inform Weinhold, in writing, if

a request for the initiation of insolvency proceedings is made or insofar as third parties access the goods

owned by us (e.g. seizure).

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3. If the Buyer’s conduct is in violation of the contract, in particular in the event of non-payment of the due purchase price, Weinhold shall be entitled to cancel the contract in accordance with the statutory provisions

or/and demand the surrender of the goods on the grounds of the retention of title.

 

4. The Buyer shall be entitled, until any withdrawal in accordance with item (c) below, to continue selling and/or

processing the goods subject to retention of title in their proper course of business. In this case, the following

provisions shall apply as a supplement.

a. The retention of title extends to the products resulting from the processing, mixing or combination of the

goods at their full value, where Weinhold will be regarded as the producer. If, in the case of processing,

mixing or combination with goods of third parties, their right of ownership remains, Weinhold will acquire a coownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the

resulting product will be under the same conditions as to the goods delivered under retention of title.

b. The Buyer assigns to Weinhold for security the claims against third parties arising from the resale of the

goods or the product, in accordance with the preceding 3 paragraph, in total or in the amount of any co-ownership share of Weinhold. Weinhold accepts the assignment. The obligations of the Buyer referred to in paragraph 2 shall also apply in consideration of the assigned claims.

c. The Buyer shall, in addition to Weinhold, remain authorised to collect the claim. Weinhold undertakes not

to collect the claim as long as the Buyer fulfils their payment obligations to Weinhold, insofar as there is no

defect in their capacity and Weinhold does not assert the retention of title by exercising a right in accordance

with paragraph 3. However, if this is the case, Weinhold may demand that the Buyer disclose the assigned

claims and their debtors, provide all information required for collection, hand over the associated documents

and inform the debtors (third parties) of the assignment.In addition, Weinhold will, in this case, be entitled to revoke the Buyer’s authorisation to continue selling and processing the goods subject to retention of title.

d. If the realisable value of the securities exceeds Weinhold’s claims by more than 10%, Weinhold will release

the securities at the Buyer’s request according to Weinhold’s choice.

 

 

Article 10 Force majeure, strike and lockout

 

If Weinhold is prevented from fulfilling their obligations due to the occurrence of unforeseeable exceptional circumstances which, despite the reasonable care required by the circumstances of the case, cannot be

avoided – regardless of whether such occur at the plant of Weinhold or of their subcontractors – e.g. operational

disturbances, administrative interventions, delays in the delivery of essential raw materials and building materials, the delivery period will be extended to an appropriate extent, unless the delivery or performance become impossible. If the delivery or performance is rendered impossible due to the above-mentioned circumstances, Weinhold shall be released from their delivery obligation. Even in case of strike and lockout the delivery period will be extended to an appropriate extent, if the deliveryor service does not become impossible. If the delivery or service becomes impossible, Weinhold will be released from the delivery obligation. If the delivery period is extended in the cases mentioned above or if Weinhold is released from the delivery obligation, any claims for damages and rights of withdrawal of the Buyer derived therefrom shall cease to exist.

If the aforementioned circumstances occur on the part of the Buyer, the same legal consequences also apply

to their obligation of acceptance.

 

 

Article 11 Confidentiality, rights of use

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1. All information, drawings and other data provided by Weinhold to the Buyer, in writing or orally, are business

secrets which shall be kept in confidence. They may not be disclosed to third parties, unless they are generally

or otherwise lawfully known to the trusted party or the Buyer is obliged to disclose the confidential information

by virtue of the decree or order of a competent court or a competent authority. They may only be disclosed

to employees of the Buyer if and to the extent that is necessary for the fulfilment of the contract.

 

2. If the Buyer is forced to disclose confidential information, they will inform Weinhold, in writing, of the required

disclosure immediately after receipt of the decree or order. Otherwise, Sec. 5 of the GeschGehgG

[German Act for the Protection of Business Secrets] shall remain in full force and effect.

 

3. The Buyer shall comply with any and all requirements for the protection of intellectual property and the applicable data protection law.

 

4. Offers, plans, drafts, drawings, production and assembly documents of Weinhold shall remain the property of

Weinhold, including all rights, even if they have been handed over to the Buyer. The Buyer undertakes to refrain

from any other exploitation in all forms, in particular the reproduction and distribution, the making of changes, the passing on to third parties or the direct or indirect reproduction. Any transfer of rights of use, regardless

of whether or not industrial property rights or copyrights exist, requires the express written agreement.

 

5. All designs, visualisations and pure drawings are subject to the Copyright Act and are protected as personal

intellectual creations. The provisions of the Copyright Act also apply if the level of creation required under Sec. 2 of the UrhG has not been reached in the individual case. Weinhold is, therefore entitled, in particular, to the claims under copyright pursuant to Sections 97 et seq. of the UrhG.

 

 

Article 12 Choice of law, place of jurisdiction, miscellaneous

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1. The contractual relationship with the Buyer and these Terms of Sale, including their origination and interpretation, shall be governed by the substantive law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

 

2. The exclusive – also international – place of jurisdiction for all disputes arising from or in connection with the

contractual relationship, including all disputes concerning its existence, its validity or its termination, shall be

Düsseldorf, if the Buyer is a merchant within the meaning of the German Commercial Code. The same applies

if the Buyer is an entrepreneur within the meaning of Sec. 14 of the BGB. However, by way of derogation

from the above provision, Weinhold will be entitled to sue the Buyer before the ordinary courts at their registered office in individual cases.

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3. Should individual provisions of these Terms of Sale be ineffective, the remaining provisions shall remain in full

force and effect. The ineffective provision shall be replaced by the provision customary in the industry in

such cases, and the corresponding statutory provision in the absence of a provision customary in the industry.

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Status: March 2024