GENERAL TERMS AND CONDITIONS OF SALE (AS AT 17 AUGUST 2023)

Section 1 Scope
(1)        These Terms and Conditions of Sale, Delivery and Payment (“General Terms and Conditions of Sale”, hereinafter also referred to as “GTCS”) shall apply to all contracts between C.R. Laurence of Europe GmbH (“CRL”) and the customer (“Purchaser”) for the delivery of movable goods (“Products”) in which reference is explicitly made to these GTCS. These GTCS shall continue to apply in the version provided at the time of the Purchaser’s valid order or in any event in the version most recently sent to it in text form as a framework agreement for all future contracts for the delivery of movable goods to the Purchaser by CRL, even if no explicit reference is made to them in such future contracts.
(2)        These GTCS shall apply exclusively. The Purchaser’s general terms and conditions shall not form part of the respective contract, even if CRL does not explicitly object to them or if the Purchaser explicitly refers to its general terms and conditions during the performance of the respective contract or if CRL performs a delivery to the Purchaser unconditionally in the full knowledge that the Purchaser has conflicting or deviating terms and conditions.
(3)        These GTCS shall only apply if the Purchaser is a trader (section 14 Civil Code (Bürgerliches Gesetzbuch, “BGB”)) or a legal entity under public law or special fund under public law.
(4)        Individual agreements between CRL and the Purchaser shall take precedence over these GTCS. Insofar as the statutory provisions are not directly amended or explicitly excluded in these GTCS, the statutory provisions shall apply, even if this is not specifically stated in each case below.

Section 2 Offers
(1)        Our offers are made without obligation and are not binding. The order of the Products by the Purchaser shall be deemed to be a binding contractual offer. CRL may accept orders within 14 days of receipt. If CRL does not accept it within this period, the offer is rejected. The acceptance can be declared either in text form (e.g. by confirming the order) or by delivery of the Products to the Purchaser. In the event of an acceptance by order confirmation, the scope and conditions of the delivery shall be governed solely by the content of our confirmation, which the Purchaser, for its part, must acknowledge. CRL shall not be obliged to deliver without such acknowledgement. Should the Purchaser accept the delivery, this shall be deemed to comprise an acknowledgment of the content of the order confirmation issued for the respective order. Subsidiary agreements, amendments and additions prior to or upon conclusion of the contract shall always require written confirmation by CRL; this formal requirement can only be waived in writing.
(2)        Any offer documents such as drawings, calculations, samples and other documents shall remain the property of CRL; the copyright (exploitation) rights and other intellectual property rights therein shall not pass to the Purchaser. They may not be reproduced or otherwise made available to third parties without our written permission. Following the performance of the contract, the Purchaser shall return them to us of its own accord.

Section 3 Prices
(1)        Prices stated in the order confirmation or in an offer shall be EXW (Incoterms 2020) prices excluding any applicable VAT, which shall then be charged additionally at the statutory rate, as well as packaging, customs duties in the case of export deliveries, and fees, taxes and other public charges. All payments shall fall due 30 days after receipt of an invoice complying with the legal requirements; a 2% discount shall be granted for payments made within ten days after receipt of such an invoice. In the course of an ongoing supply relationship, CRL may make a delivery in whole or in part at any time only against advance payment. CRL shall declare a reservation to this effect with the order confirmation at the latest.
(2)        CRL may only increase the agreed price by notice to the Purchaser in the event of a change in its costs for raw materials and starting materials, for components to be incorporated into the Products or for any other parts it procures from suppliers for the production of the Products which are to be delivered to the Purchaser, where such change, if taken as a basis for the price calculation upon conclusion of the contract, means that the price to be charged to the Purchaser will be increased by more than 5%. In that case, CRL may increase the prices while retaining the price calculation made upon conclusion of the contract, into which the increased costs are placed; should the costs fall, it shall reduce the prices accordingly. In the event of a price increase, CRL shall only pass on the increased costs in full and they shall not be used to increase its profit margin as calculated upon conclusion of the contract. Prior to implementing a price increase, CRL shall inform the Purchaser of such increase with two weeks’ notice. The Purchaser may then withdraw from the contract within this two-week period.
(3)        The Purchaser shall only have rights of setoff and retention if its counterclaims are final and incontestable, ready for a decision or undisputed. In case of defects in the Products, the Purchaser’s opposing rights, in particular pursuant to section 6(4), sentence 2, shall remain unaffected.

Section 4 Deliveries
(1)        Information on delivery periods shall be non-binding and provided to the best of our knowledge, unless a binding delivery date has been promised in exceptional cases. Four weeks after the non-binding delivery date has been exceeded, the Purchaser may send the Seller a request in text form to deliver within a reasonable period of time; upon receipt of the request and expiry of the set deadline, the Seller shall be in default.
(2)        CRL shall be entitled to make partial deliveries if the partial delivery is usable for the Purchaser within the scope of the contractual purpose, the delivery of the remaining Products ordered is ensured and the Purchaser does not incur considerable additional expenses or costs as a result thereof (unless the Purchaser agrees to assume such costs).
(3)        The delivery shall be subject to the proviso that CRL itself is properly, punctually and completely supplied with the raw materials, supplier products, materials or supplies which are required for the production of the Products. Any temporary or permanent failures to deliver which occur despite orders for raw materials, supplier products, materials or supplies CRL had placed with reliable suppliers prior to the conclusion of the contract shall not constitute a breach of the contract, provided that CRL has notified the Purchaser in text form of the circumstances without undue delay after becoming aware of the threat of a failure to deliver and advised the Purchaser of the expected duration of such impact on the performance of the obligation to perform. The Purchaser may withdraw from/terminate the contract without notice within a period of one week after receipt of this notification. All performances that may have been rendered up to that point shall then be reimbursed. If the Purchaser does not terminate/withdraw from the contract, the relevant performance obligations of CRL shall be suspended after the expiry of the one-week period and the delivery periods/deadlines shall be extended by the duration of the temporary impossibility. If this impossibility delays the fulfilment of the Seller’s performance obligations beyond the aforementioned extension or for an uninterrupted period of more than one month, both parties may withdraw from/terminate the contract.
(4)        If CRL is in default of delivery in accordance with the statutory provisions, which in any case requires a reminder from the Purchaser, the Purchaser may demand lump-sum compensation for its default damages. The lump-sum compensation shall amount to 0.5% of the delivery value of the delayed Products for each completed calendar week of the delay, but in total no more than 5% of the delivery value of the delayed Products. CRL shall be entitled to prove that the Purchaser did not suffer any loss or damage at all or that the loss or damage suffered was significantly less than the aforementioned lump sum.
(5)        Should the Purchaser be in default of acceptance, fail to cooperate or if CRL’s delivery is delayed for other reasons for which the Purchaser is responsible, CRL may demand compensation for the resulting loss or damage, including additional expenses such as storage costs, for example. For this case, CRL has calculated a lump sum compensation of EUR 100 per calendar day, commencing with the delivery deadline or – in the absence of a delivery deadline – with the notification of readiness for dispatch. The proof of higher loss or damage and the statutory claims of CRL, in particular compensation for additional expenses, reasonable compensation or termination), shall remain unaffected. However, the lump sum shall be credited against any further monetary claims. The Purchaser may provide proof that CRL has not suffered any loss or damage at all or significantly less than the aforementioned lump sum.

Section 5 Shipping and transfer of risk
(1)        Incoterms 2020 EXW shall apply to the shipment and the assumption of risk.
(2)        Transport and sales packaging within the meaning of the Packaging Ordinance (Verpackungsverordnung, “VerpackV”) shall taken back at CRL’s warehouse. CRL shall not bear any costs incurred by the Purchaser for the return transport or the Purchaser’s own disposal of the transport and sales packaging.

Section 6 Claims for defects
The Purchaser shall have the statutory claims for defects, modified as follows: EU
(1)        No claims exist for defects caused by improper use, natural wear-and-tear, improperly executed alterations or repairs and/or mistakes made by the Purchaser or a third party when assembling the Products.
(2)        The Purchaser’s rights relating to defects are subject to the Purchaser having verified the Products delivered and having notified CRL of apparent defects in writing without undue delay and within 5 working days of receiving the Products concerned. Should the Products delivered be building materials or other goods to be fitted or otherwise further processed, they must in each and every case be inspected immediately before they are processed. CRL must be notified of latent defects without undue delay and within 5 working days of such defects having been discovered. The Purchaser must document the defects in detail when notifying CRL. Should the Purchaser fail to duly inspect the Products and/or make due notification of the defects, CRL shall not be liable for defects for which no notice was given, or not in due time or form. For Products to be fitted, mounted or installed, this also applies where the defect only became apparent after the relevant processing because one of these duties was breached; in this case, the Purchaser shall have no claims, in particular, to a refund of the relevant costs (“Removal and Installation Costs”).
(3)        Where Products have defects, CRL may opt to effect subsequent performance either by remedying the defect or by delivering Products free of defects. When remedying defects or delivering replacement Products, CRL is obliged to cover all expenses needed for subsequent performance, in particular the costs of transportation, road tolls, work and materials, unless these costs have been increased because the object of purchase has been moved to a place other than the place of performance.
(4)        CRL shall be entitled to make the subsequent performance owed dependent on the Purchaser paying the purchase price due. The Purchaser has the right, however, to retain a reasonable part of the purchase price proportionate to the defect.
(5)        The Purchaser shall give CRL the time and opportunity to effect the subsequent performance owed; in particular, it shall hand over the Products that are the subject of the complaint for the purpose of inspection. Should the Product be replaced, the Purchaser shall return the defective to CRL at the latter’s request in accordance with the statutory provisions; the Purchaser may not, however, demand that CRL take the defective Product back. Subsequent performance does not include dismantling, removing or de-installing the defective item, nor does it include fitting, mounting or installing a defect-free item if CRL was not originally obliged to render these services; any Purchaser claims to a refund of the relevant costs (“Removal and Installation Costs”) remain unaffected by this.
(6)        If the Purchaser claims there is a defect but no such defect actually exists, CRL may claim back from the Purchaser the costs of the unjustified request to remedy the defect if the Purchaser knew or could have recognized that no defect actually exists.
(7)        If a defect actually exists, CRL shall refund the expenses needed for inspection of Products and subsequent performance, in particular costs of transportation, road tolls, work and materials as well any Removal and Installation Costs subject to the statutory provisions and these GTCS, unless these costs have been increased because the object of purchase has been moved to a place other than the place of performance.
(8)        Any Purchaser claims to reimbursement of expenses under section 445a(1), BGB are excluded, except where the last contract in the supply chain constitutes sale of consumer goods (sections 478 and 474 BGB) or a consumer contract on the supply of digital products (section 445c, sentence 2, 327(5), 327u BGB).

Section 7 Liability; rescission
(1)        CRL shall be liable for compensation or reimbursement of expenses in accordance with the statutory provisions

–            for loss or damage arising from an intentional or grossly negligent breach of duty on the part of CRL, its legal representatives or vicarious agents,

–            for personal injury (to life, limb or health) culpably caused by CRL, its legal representatives or vicarious agents,

–            for culpable breaches of material contractual duties. Material contractual duties are duties that must be met if the purpose of the contract is to be achieved, such that the contracting partner may therefore rely on strict compliance with them. For breach of material contractual duties through simple negligence, however, liability is limited to typical loss or damage that could be expected at the time the contract was concluded;

–            for fraudulently concealed defects,

–            for Purchaser claims under the Product Liability Act (Produkthaftungsgesetz, “ProdHaftG”),

–            for loss or damage resulting from a breach of a warranty issued by CRL.

In all other cases not covered by the paragraphs above, CRL’s liability for loss, damage or reimbursement of expenses is wholly excluded, except where mandatory liability exists that cannot be waived.
(2)        Section 7(1) does not affect how the burden of proof is allocated under statutory law.
(3)        The restrictions to liability stipulated in section 7(1) also apply to third parties as well as where persons whose culpability CRL is legally obliged to cover commit breaches of duty, including in their favour.

Section 8 Customer support
(1)        Insofar as CRL employees provide general technical support for Product use, this support shall be according to the respective state of the art. Qualified CRL employees or CRL’s authorised partners shall provide this support, complying with the principles of due professionalism. CRL shall be responsible for selecting the employees and partners for this purpose.
(2)        Support shall constitute a service; CRL bears no obligation that the support be successful. Support shall not relieve the Purchaser of its duty to itself inspect the Products as to whether they are suitable for the procedures and purposes envisaged. CRL assumes no warranty or liability for the Products or services delivered being suitable for the Purchaser’s purposes.

Section 9 Statute of limitations
(1)        For Products not normally used for structures and which have caused such structure to be defective, the limitation period for material and legal defects is one year from the date of the item’s delivery. If the defective Product(s) concerned are items normally used for structures and which have caused such structure to be defective, the limitation period is five years from the date of delivery. This shall not affect any special statutory rules on limitation (in particular sections 438(1), no. 1, (3), 444, 445b BGB).
(2)        If acceptance has been agreed, the limitation period shall begin upon acceptance.
(3)        The limitation periods above also apply to the Purchaser’s contractual and non-contractual claims for damages owing to any defect in the Product concerned, unless using the standard statutory limitation period under sections 195 and 199 BGB would result in a shorter limitation period in that particular case. Purchaser’s claims for damages under section 7 shall become time-barred solely according to the statutory limitation periods.

Section 10 Retention of title
(1)        Until all of CRL’s claims against the Purchaser arising from their business relationship have been settled in full, CRL shall retain title to the Products delivered. In this respect, the legal basis for CRL’s claims against the Purchaser is irrelevant. For the purposes hereof, “claims” shall also include amounts outstanding based on a negative current account balance.
(2)        The Purchaser is obliged to treat the Products with due care. In particular, it is obliged to sufficiently insure them against damage from fire, water or theft, at its own expense, such as to cover their replacement as new goods, for as long as CRL retains title to them. Insofar as servicing or inspection work become necessary, the Purchaser shall perform such work in due time at its own expense for as long as CRL retains title to the Products.
(3)        In the event of attachment or other intervention by third parties such as measures for compulsory enforcement to the possible detriment of CRL’s rights (in particular retention of title), the Purchaser shall alert the relevant third party to CRL’s title to the Products and notify CRL in writing without undue delay. If the third party is unable to reimburse CRL for the judicial and extrajudicial costs of an action pursuant to section 771 Code of Civil Procedure, the Purchaser shall be liable for the loss sustained by CRL as a result.
(4)        Where Products to which CRL retains title are processed or reconfigured, this shall in all cases be on CRL’s behalf as manufacturer. CRL shall then directly acquire title to the item processed or reconfigured without CRL incurring obligations from this. Should the Product to which CRL retains title be processed together with other items that are not CRL’s property, CRL shall acquire joint title to the new item in proportion of the invoice value of the Products to which CRL retains title to the invoice value of the other goods used at the time they were processed. CRL transfers this joint title to the Purchaser here and now, subject to the condition precedent of full payment pursuant to section 10(1). The same shall apply to CRL’s joint title to the item produced as a result of processing as applies to the Products delivered to which CRL retains title.
(5)        Where the Purchaser connects and/or mixes Products to which CRL retains title with other goods such that CRL loses title to the Products, CRL shall acquire joint title to the new item in proportion of the invoice value of the Products connected and/or mixed to the invoice value of the other goods at the time they were connected and/or mixed with the Products to which CRL retained title. CRL transfers this joint title to the Purchaser here and now, subject to the condition precedent of full payment pursuant to section 10(1). The same shall apply to CRL’s joint title to the item produced as a result of connecting or mixing as applies to the Products delivered to which CRL retains title.
(6)        To secure CRL’s claims against the Purchaser, the Purchaser shall also assign to CRL any Purchaser’s claims against a third party because the object of purchase was connected to real property.
(7)        The Purchaser may only sell the Products to which CRL retains title in the course of due and proper business using its terms and conditions of business and as long as it is not in default of payment vis-à-vis CRL. Such sale is subject to the requirement that the claims from the resale pass to CRL pursuant to the following paragraphs. The Purchaser shall not be entitled to dispose of the Products to which CRL retains title in any other way. In particular, the Purchaser shall not be entitled to pledge the Products to which CRL retains title, to transfer them as security, or dispose of them in any other way that puts CRL’s ownership of the Products at risk.
(8)        The Purchaser’s claims from the resale of the Products to which CRL retains title shall be assigned here and now to CRL in the amount of the invoice value of the Products to which CRL retains title. Where CRL has joint title to an item resulting from processing, connecting or mixing, such claims shall be pro rata according to CRL’s share in the joint title. They shall serve as security in the same scope as the Products to which CRL retains title. If the Purchaser sells the Products to which CRL retains title together with other goods not sold by CRL, the assignment of the claim from the resale shall only apply in the amount of the respectively sold Products’ resale value.
(9)        The Purchaser shall be entitled to collect on the claim from the resale until CRL revokes this entitlement. Such revocation is permissible at any time. This shall not affect CRL’s right to itself collect on the claim. However, CRL undertakes not to collect on the claim as long as the Purchaser complies with its obligations to make payments from the proceeds it receives, does not fall into default of payment, and in particular no application has been filed for settlement or insolvency proceedings and payments have not ceased. At CRL’s request, the Purchaser is obliged to immediately notify its customers that the claims have been assigned to CRL (unless CRL does this itself) and to provide CRL with the information and documents needed to collect on the claim. The Purchaser is only entitled to assign the claims – including selling the claim to factoring banks – with CRL’s prior written permission.
(10)     In the event that the Purchaser acts in contravention of the contract, in particular if it falls into default of payment, CRL shall be entitled to withdraw from the contract in accordance with the statutory provisions, irrespective of any other rights that may exist. In this case, the Purchaser shall grant CRL or its agents immediate access to and surrender the Products to which CRL retains title. The Purchaser shall bear the costs of transportation incurred by CRL or its agents taking the Products back. After taking back the Products, CRL is authorised to liquidate them. The revenue thus generated shall be offset against the Purchaser’s liabilities, deducting reasonable costs for liquidation.
(11)     If the total realizable value of collateral exceeds 110% of the secured claim for more than a merely temporary period, CRL shall be obliged at the Purchaser’s request to release collateral as selected by CRL.

Section 11 Data protection
Insofar as personal data from or in connection with this contract is stored by CRL and/or the Purchaser for data processing, the statutory data protection provisions as amended from time to time shall apply. The data shall not be passed on to third parties.

Section 12 Final provisions
(1)        The Purchaser’s legally relevant declarations and notices in connection with this contract (such as setting deadlines, giving notice of defects, withdrawing from the contract or reducing prices) shall be made in writing. Within these GTCS’ meaning, writing shall include both written and text form (i.e. with or without a handwritten signature). Statutory formal requirements and further proof, in particular in the case of doubt about the legitimacy of the declaring party, shall remain unaffected.
(2)        The legal relationship between CRL and the Purchaser shall be governed by the laws of the Federal Republic of Germany, excluding any conflict of laws rules and international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(3)        If the Purchaser is a businessman within the meaning of the German Commercial Code, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction – including international jurisdiction – for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Heilbronn. However, CRL shall also be entitled in all cases to bring an action at the place of performance for delivery pursuant to these GTCS or an overriding individual agreement, or at the general place of jurisdiction of the Purchaser. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
(4)        The place of performance for delivery and payment shall always be D-74360 Ilsfeld.
(5)        If any provisions of this contract are invalid or unenforceable, or become invalid or unenforceable after the conclusion of the contract, the validity of the other provisions thereof shall remain unaffected.
(6)        Any amendments or additions to the contract, which includes these GTCS, and to the GTCS must be made in writing. This shall also apply to the rescission of or addition to this written form requirement.
(7)        Only the German language version of these GTCS shall be legally binding. The English language version shall be for convenience and information purposes only.