General Terms and Conditions

Scope

(1) These terms and conditions apply to companies, legal entities under public law and special funds under public law. These terms and conditions also apply if we do not point them out separately. Our deliveries and services are made exclusively on the basis of the following conditions. Terms and conditions of the customer are only effective if we expressly acknowledge them in writing for the respective concrete conclusion of the contract. If the order is confirmed by the customer in deviation from our terms and conditions, only our terms and conditions shall apply, even if we do not expressly object. At the latest upon receipt of our delivery service, our terms and conditions shall be deemed to have been fully accepted by the customer.

General provisions

(2) Our offers are non-binding. Orders only become binding with our order confirmation, unless there is an individual contractual regulation.

(3) The information and illustrations contained in offers, price lists, brochures, catalogues, etc. are approximate values customary in the industry, unless they have been expressly designated as binding by us.

(4) Telephone and personal information are always non-binding and legally invalid until our express written confirmation.

Long-term and call-off contracts, price adjustment

(5) In the event of unforeseen cost increases, we reserve the right to adjust prices even for existing orders.

Confidentiality

(6) Each party shall use all documents (including samples, models and data) and knowledge obtained from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as corresponding own documents and knowledge if the other party designates them as confidential or has an obvious interest in their secrecy. This obligation begins with the first receipt of the documents or knowledge and does not end after the end of the business relationship.

(7) The obligation does not apply to documents and knowledge which are generally known or which were already known to the customer upon receipt, without the customer being obliged to maintain secrecy or which are subsequently transmitted by a third party entitled to pass them on or which are developed by the receiving customer without using documents or knowledge of the other customer to be kept secret.

Drawings and descriptions

(8) If one party provides the other with drawings or technical documents relating to the goods to be delivered or their manufacture, these shall remain the property of the submitting party.

Terms of payment

(9) Unless otherwise agreed, our respective invoice is due immediately and payable without deduction.

(10) If we have indisputably delivered partially defective goods, our customer is nevertheless obliged to make payment for the defect-free part.

(11) In all other respects, the customer may only offset against legally established or undisputed counterclaims.

(12) If the payment deadline is exceeded, we shall be entitled to charge interest from the due date at the rate charged by the Bank for overdrafts, but at least 8 percentage points above the respective base interest rate of the European Central Bank. We reserve the right to assert further damages, in particular we are entitled to charge EUR 20.00 plus statutory VAT as a processing fee for each reminder.

(13) In the event of default in payment, we may, after written notification to the customer, suspend the fulfilment of our obligations until receipt of payments.

(14) Bills of exchange shall not be accepted, cheques only by agreement and only on account of performance. A guarantee for timely presentation of the cheque and for the raising of the cheque protest is excluded.

(15) If, after conclusion of the contract, it becomes apparent that our claim for payment is endangered by the customer's inability to pay, we may refuse performance and set the customer a reasonable period within which he must pay concurrently against delivery or provide security. In the event of refusal by the customer or unsuccessful expiry of the deadline, we shall be entitled to withdraw from the contract and claim damages.

Delivery

(16) Unless otherwise agreed, we deliver "ex works" Decisive for compliance with the delivery date or delivery period is the notification of readiness for dispatch or collection by us.

(17) The delivery period shall commence to be extended appropriately if the requirements of Section 51 are met. In addition, it is extended accordingly in the event of plant closures due to, for example, company holidays.

(18) Partial deliveries are permissible to a reasonable extent. They will be invoiced separately.

(19) Within a tolerance of 10 percent of the total order quantity, production-related excess or short deliveries are permissible. Depending on your scope, the total price will change.

Dispatch and transfer of risk

(20) Goods reported ready for dispatch must be taken over by the customer immediately. Otherwise, we are entitled to dispatch them at our own discretion or to store them at the expense and risk of the customer.

(21) In the absence of a special agreement, we shall choose the means of transport and the route of transport.

(22) The risk shall pass to the customer upon handover to the carrier or upon commencement of storage, but at the latest upon leaving the factory or warehouse, even if we have accepted the delivery and commissioned the carrier. We only take out transport or storage insurance for the part of the delivery route for which we are responsible.

(23) Unloading is always the responsibility of the customer and takes place at his risk and expense.

Delay in delivery

(24) Agreed delivery periods shall be extended accordingly due to plant closures due to public holidays or company holidays.

(25) If the delivery is delayed due to a circumstance listed in Section 24 or due to an act or omission of the customer, an extension of the delivery period appropriate to the circumstances shall be granted.

(26) The customer is only entitled to withdraw from the contract if we are responsible for the non-compliance with the delivery date and he has set us a reasonable grace period without success.

Ownership

(27) We reserve title to all delivered goods until the final fulfilment of all claims arising from the business relationship with the customer. Even if payments are made for specially designated claims, our property shall not be lost in this respect either.

(28) The customer is entitled to sell these goods in the ordinary course of business as long as he fulfils his obligations arising from the business relationship with us in good time. However, he may neither pledge the reserved goods nor assign them as security. He is obliged to secure our rights in the case of credited resale of the reserved goods.

(29) In the event of breaches of duty by the customer, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the goods after the unsuccessful expiry of a reasonable deadline set for the customer; the statutory provisions on the dispensability of setting a deadline remain unaffected. The customer is obliged to surrender the goods. We are entitled to withdraw from the contract if an application is made for the opening of insolvency proceedings against the assets of the customer.

(30) Any treatment or processing of the reserved goods shall always be carried out by the customer on our behalf. If the reserved goods are processed or inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of the reserved goods to the other processed or mixed objects at the time of processing or mixing. If our goods are combined with other movable objects to form a uniform object or inseparably mixed and the other object is to be regarded as the main object, the customer shall transfer proportionate co-ownership to us, insofar as the main object belongs to him. The customer shall keep the property or co-ownership in safe custody for us free of charge. In all other respects, the same shall apply to the item resulting from processing or combining or mixing as to the reserved goods.

(31) The customer hereby assigns to us as security all claims and rights arising from the sale of goods to which we are entitled to ownership rights. We hereby accept the assignment.

(32) The customer must inform us immediately of any enforcement measures by third parties against the reserved goods, the claims assigned to us or other securities, handing over the documents necessary for an intervention. This also applies to impairments of any other kind.

(33) If the value of the existing securities exceeds the secured claims by a total of more than 20 percent, we are obliged to release securities of our choice at the customer's request.

(34) Only returns accepted by us in advance with a minimum discount of 20 percent on the purchase price will be granted.

Notice of defects/material defects

(35) The quality of the goods is based exclusively on our information in our catalogues or in the offer or on the technical specifications expressly agreed in writing with the customer in individual cases. If we have to deliver according to drawings, specifications, samples, etc. of our customer, the customer assumes the risk of suitability for the intended purpose. Decisive for the contractual condition of the goods is the time of transfer of risk in accordance with clause 22.

(36) The customer or, in the case of third-party deliveries, its customers must inspect our goods for their correctness and suitability immediately after their arrival, even in the case of delivery according to samples, and to complain in writing and specifically about any bad, incorrect or excessive/short quantity delivery immediately – non-obvious defects immediately after becoming aware of them. In the event of poor or incorrect delivery, treatment and processing as well as resale must be refrained from immediately. At the latest after expiry of two weeks, in the case of obvious defects from receipt of the goods, in the case of non-obvious defects from their knowledge, the goods shall be deemed approved, provided that the written and concrete notice of defects has not been received by us by then.

(37) If a formal acceptance of the goods or an initial sample inspection has been agreed, the complaint of defects which the customer could have discovered with careful acceptance or initial sample inspection is excluded.

(38) We shall not be liable for material defects caused by unsuitable or improper transport, improper storage, use, faulty assembly or commissioning by the customer or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the customer or third parties without our consent. The same applies to defects that only insignificantly reduce the value or suitability of the goods.

(39) Claims for material defects shall become statute-barred 12 months after delivery. This does not apply if the law prescribes longer periods, in particular for defects in a building and in a product that has been used for a building in accordance with its usual use and has caused its defectiveness.

(40) We shall be given the opportunity to determine the defect complained of. Rejected goods must be returned to us immediately upon request; we assume the transport costs if the notice of defects is justified. If the customer does not comply with these obligations or makes changes to the goods already complained of without our consent, he loses any claims for material defects.

(41) In the event of a justified, timely notification of defects, we shall, at our discretion, repair the rejected goods or deliver a faultless replacement.

(42) If we do not fulfil these obligations or do not fulfil them within a reasonable period of time in accordance with the contract, the customer may set us a final deadline in writing within which we must fulfil our obligations. After unsuccessful expiry of this period, the customer may demand a reduction in the price, withdraw from the contract or have the necessary rectification carried out himself or by a third party at our expense and risk. A reimbursement of costs is excluded if the expenses increase because the goods have been taken to another location after our delivery, unless this corresponds to the intended use of the goods.

(43) Statutory recourse claims of the customer against us exist only insofar as the customer has not made any agreements with his customer that go beyond the statutory claims for defects. Section 37, last sentence, shall also apply mutatis mutandis to the scope of the right of recourse.

Other claims, liability

(44) Unless otherwise stated below, other and further claims of the customer against us are excluded. This applies in particular to claims for damages due to breach of obligations arising from the contractual obligation and from tort. We are therefore not liable for damage that has not occurred to the delivered goods themselves. Above all, we are not liable for loss of profit or other financial losses of the customer.

(45) The above limitations of liability shall not apply in the event of intent, gross negligence on the part of our legal representatives or executive employees or culpable breach of essential contractual obligations. In the event of culpable breach of essential contractual obligations, we shall only be liable – except in cases of intent or gross negligence on the part of our legal representatives or executive employees – for the reasonably foreseeable damage typical for the contract.

(46) Furthermore, the limitation of liability does not apply in cases in which liability is assumed under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the delivered goods. It also does not apply in the event of injury to life, limb or health and in the absence of warranted characteristics, if and to the extent that the purpose of the assurance was precisely to protect the customer against damage that did not occur to the delivered goods themselves.

(47) We assume no liability for verbal, in particular telephone, information or calculation results of the online design software, as this information is always non-binding and legally ineffective. We assume any liability whatsoever for planning, consulting, processing and other information only and exclusively if we have communicated our written proposals to the customer at the customer's written request in a binding manner and in relation to a specific project known to us. Nevertheless, the customer is obliged to examine our proposals himself or through suitable experts, including our goods, for suitability for the specific purpose intended by him.

(48) Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, employees, legal representatives and vicarious agents.

(49) The statutory provisions on the burden of proof remain unaffected by this.

Prescription

(50) All claims arising from delivery and performance shall become statute-barred 12 months after the invoice date.

Force majeure

(51) Force majeure, industrial disputes, riots, official measures, failure to supply our suppliers and other unforeseeable, unavoidable and serious events release us from our performance obligations for the duration of the disruption and to the extent of its effect. This also applies if these events occur at a time when we are in default, unless we caused the delay intentionally or through gross negligence. We are obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt the mutual obligations to the changed circumstances in good faith.

Industrial property rights/intellectual property

(52) SPAX International GmbH & Co. KG (hereinafter referred to as "SPAX") is a company of the ALTENLOH, BRINCK & CO Group. "SPAX" or the ALTENLOH, BRINCK & CO Group has industrial property rights as well as rights of use and use of copyrights in Germany and abroad (hereinafter referred to as "industrial property rights"), which relate to fasteners, in particular screws, bits and tool accessories (hereinafter referred to as "contractual objects"). An overview of the industrial property rights can be viewed on request during normal business hours of "SPAX".

(53) "SPAX" grants the customer registered in writing a free, always freely revocable, simple non-exclusive right, limited to the respective specified project, to use industrial property rights in Germany exclusively in presentation and advertising for the purpose of commercial resale of contractual objects, in particular in its own catalogues or on its own website.

(54) The granting of sub-licences to third parties and the transfer of the rights of use granted to third parties is prohibited. In particular, the registered customer is prohibited from passing on image files and other files provided by "SPAX" to third parties. If the registered customer intends to have advertising material created by a third party, the third party must register separately in writing with "SPAX". The scope and existence of the right of use exceptionally granted to the third party for advertising purposes of the registered customer depend on the scope and existence of the right of use of the registered customer. The registered customer is liable to "SPAX" for ensuring that the third party exercises the rights of use granted to him exclusively to the extent granted.

(55) The registered customer assures to use industrial property rights exclusively in the presentation methods specified by "SPAX". He will always point out that these are industrial property rights, in particular trademarks and copyrights, of "SPAX". The notification must be made exclusively in the manner specified and used by "SPAX" itself. In particular, contractual objects shall be offered, advertised and distributed exclusively in commercially available packaging and not individually. Illustrations must be accompanied by a reference to the source. They may not be provided with your own logo, watermark, lettering or in any other way that does not comply with the "SPAX" requirements. In particular, the customer must refrain from anything in his advertising that could cause third parties to erroneously assume that the customer belongs to the ABC or "SPAX" group of companies. If the customer is unsure about the method of use, he will ask "SPAX" of his own accord.

(56) The registered customer will only advertise original products of "SPAX" with industrial property rights. He shall prove to "SPAX" without being requested to do so immediately by submitting suitable documents that the contractual objects advertised and distributed by him are original "SPAX" goods. Proof that contractual objects are purchased from a wholesaler licensed by "SPAX" is sufficient for this purpose.

(57) The customer shall inform "SPAX" immediately if he becomes aware of the registration or use of industrial property rights by third parties or if third parties use images that may be confused with the industrial property rights. In the event of infringements of industrial property rights by third parties, "SPAX" will freely decide to take the necessary measures to enforce its industrial property rights. The customer is not entitled to bring infringement actions in his own name. If the existence of industrial property rights is challenged by third parties by way of cancellation actions or cancellation requests, it is the free decision of "SPAX" to defend itself against them if necessary.

(58) "SPAX" guarantees that industrial property rights are registered in the relevant register of intellectual property rights, in particular the trade mark register, at the time of conclusion of the contract and that "SPAX" is the owner of the rights of use and use in respect of the copyrights for the images. "SPAX" is always free to decide whether industrial property rights are maintained during the term of this contract or not.

(59) "SPAX" does not guarantee that the registration and/or use of industrial property rights or copyrights will not infringe the rights of third parties. At the time of conclusion of the contract, "SPAX" is not aware of any rights of third parties that conflict with the registration and/or use of industrial property rights and copyrights. The customer shall indemnify "SPAX" against any claims of third parties that – regardless of the legal basis – are brought to the customer in connection with contractual objects and industrial property rights, unless intent or gross negligence is given.

(60) The customer warrants that any Internet platform operated by him, via which he advertises, offers and sells contractual objects, complies at all times with all applicable legal provisions of his country of domicile and, if this deviates, the state from which he places the order with "SPAX". In any case, the indemnities against "SPAX" as described in the previous Section 59 shall also apply here in the same way and to the same extent. The customer shall neither attack industrial property rights itself nor support attacks by third parties. This provision does not apply in countries where it violates applicable law.

Place of performance, place of jurisdiction and applicable law

(61) Unless otherwise stated in the order confirmation, our registered office is the place of performance.

(62) For all legal disputes, including documentary proceedings, the place of jurisdiction is the seat of the defendant.

(63) The law of the Federal Republic of Germany shall apply exclusively to the contractual relationship. The application of the United Nations Convention of 11 April 1980 on Contracts for the Sale of Goods (CISG – "Vienna Sales Convention") is excluded.

Severability clause

(64) The agreements made in this Agreement are understood by both parties. If a disposition conflicts with existing law, it is agreed that the clause will be replaced by one that comes closest to the intention and meets the legal requirements.

As of January 2022