Heat Protection

General Conditions of Sale

§ 1 Scope of Application
1. Our general terms of sale apply exclusively. Conflicting terms and conditions of buyer or those deviating from our terms of sale are not recognized by us unless we have consented to them in writing. Our terms of sale also apply when we deliver unconditionally to buyer with the knowledge of the conflicting or deviating terms and conditions of buyer.
These conditions apply to all current and future contracts with companies, legal entities under public law and special funds under public law for deliveries and other services including suggestions, advice and additional services.
2. Unless otherwise provided in these general conditions of sale, the Incoterms will be interpreted according to the version valid on the day on which the order is confirmed.

§ 2 Offers and Contracts
1. Our offers are subject to change and non-binding. Unless expressly designated as binding in the confirmation of the order, documents such as drawings, technical data and descriptions in catalogues or documents forming part of the offer are, are not binding.
2. Oral agreements before or during the execution of the contract must be confirmed in writing by us, to be effective.
3. The content of the contract is exclusively our written order confirmation. Additional agreements require the written confirmation by us, to be valid.
4. F For contracts in electronic commerce, § 312e ABS. 1 S. 1 No. 1-3 German Civil Code shall not apply.

§ 3 Prices, Terms of Payment
1. Unless the order confirmation provides otherwise, our prices apply net cash "ex works". Freight costs will be invoiced separately.
2. Service charges and other operational costs will be charged according to the actual costs. This also applies to C & F, CIF and transactions free of transportation charges.
3. We reserve the right to invoice additionally any new or increased fees between contract conclusion and delivery which increase the price of goods directly or indirectly (e.g., taxes and customs duties). On request we shall provide proof of such fees.
4. Orders from outside Germany payment is considered advance payment as agreed. Invoices are payable net cash  immediately. Delivery of goods will take place in the name and for account of buyer. The risk will be transferred to the buyer at the time of loading of the goods at the latest.
5. Discount requires special written agreement.
6.  Payments shall be made exclusively to our bank account. Payments are not considered to have been made until funds are finally available in our account.
7. Our delivery obligation requires buyer‘s creditworthiness. Should any justified doubts arise in that respect even after such obligation has been assumed, we shall be entitled, to demand the provision of a security or to withdraw from our obligation to deliver without any compensation. Additionally all accounts receivable of delivered goods become immediately payable.
8. The buyer is only entitled to set-off rights if their counterclaims are determined to be valid, uncontested or recognised by us. Furthermore, the buyer is only entitled to executing his retention right insofar as his counterclaim is based on the same contractual relationship. Furthermore, we shall be entitled to prohibit the resale and the processing of the goods delivered and to demand their return or the transfer of the indirect possession of the goods delivered at the buyer’s expense.
9. Unless otherwise agreed, the buyer will be in default not later than ten days after maturity and the receipt of the invoice/payment statement or the receipt of the goods or service.
10.  If Buyer is in default, we may charge interests at the rate of 5 percentage points above the base interest rate. If we can prove higher interest damages, we are entitled to claim these interests.

§ 4 Delivery and passing of Risk
1. The risk will be transferred to the buyer at the time of loading of the goods at the latest. Goods which have not been accepted shall be stored for the account and risk of the buyer.
2. Delivery periods and dates are always only approximately. We will endeavor to comply with them.
3. Should, notwithstanding the preceding paragraph, a fixed delivery deadline have been agreed and the Seller is unable to comply with this deadline, the Buyer shall grant the Seller an extension of the deadline, normally of four weeks. If the grace period should expire without effect, the Purchaser may withdraw from the unfulfilled part of contract. If the delivery time will be extended or the seller is relieved of its obligation, the buyer may derive no claims for damages.
4. Each contract shall be subject to proper and timely delivery by our suppliers. D This only applies to cases in which the seller is not responsible for the non-delivery. The customer will be informed of the non-availability of performance without delay. 
5. Date of delivery shall be the date on which the goods leave the plant or warehouse and, if such day is not possible to determine the date on which they are made available to the buyer.
6. Compliance with our delivery commitment the timely and proper fulfillment of the obligations of the buyer.

§ 5 Liability for Defects
1. Any claim based on defects or deficiencies assume that the buyer meets the obligations of examination and reproof according  to § 377 HGB.

2. 14 calendar days after the arrival of the goods at the destination, the delivery is considered to be accepted as in perfect condition. We shall repair or replace, if necessary, those parts that prove to be defective within six months after commissioning, but at the latest within twelve months after the transfer of risk if the defect is proven to be caused by defective material or defective workmanship. In case of repair orders, the warranty listed above only applies to those parts  repaired by us. Replaced parts become our property..
3. The buyer shall bear the full burden of proof for all eligibility requirements,  particularly for the defect itself, for the time of detecting the defect, for the time at which it is discovered and for the fact that the defect already existed when the risk passed, rests with the buyer.
4. Complaints must be made in writing.
5. All returns must first be authorized by us in writing.
6. The expenses required for subsequent performance, in particular transport, travelling, labour and material costs, will be borne by us.
7. If the supplementary is impossible, fails, or is refused by us, the buyer may rescind the contract or reduce the remuneration (reduction of the purchase price). For minor defects, the buyer is not entitled to cancel the contract agreement.
8.  If the buyer elects to withdraw from the contract due to a defect of title, or due to a material defect after remedial action has failed, the buyer shall not be entitled to additional claims for damages for the defect. If the buyer chooses compensation after failed subsequent, the goods remain with the buyer if this is reasonable. The compensation will be limited to the difference between the purchase price and the value of the defective item.
9. We deliver our products in the ordered material quality and finish, but we can not vouch for that product will work properly within its specific purpose of use, on which we have no control. In particular, we take no liability for the achievement of certain service life of our products.
10. In particular our liability for defects may not be made in case of improper use or handling, incorrect installation or commissioning by the buyer or a third party, wear, use of unsuitable equipment or inappropriate (agreed) media, modifications or repairs without our consent, chemical or physical effects and if the buyer does not give us required time and opportunity to repair.
11. The statutory of limitation for claims of defects is limited to one year from the transfer of risk.
12. Only our product specification which has been given to the buyer shall apply as regards the quality of the goods. Public statements, promotions or advertising comments from us or the manufacturer, do not constitute an agreement on quality of the goods.
13. We do not give any guarantees in the legal sense. Manufacturing guarantees remain unaffected.
14. Any rights of recourse of the customer according to § 478 BGB remain unaffected.

§ 6 Restrictions of Liability
1. We are liable as per the legal regulations if the buyer claims for damages which rest on intent or gross negligence, including intent or gross negligence from our representatives or auxiliary personnel. Unless we are charged with a deliberate violation of the contract, the liability for damages shall be limited to the foreseeable, typically occurring damage. We shall be liable pursuant to the statutory provisions if we culpably violate an essential contractual obligation; in this case, the damages shall be limited to the foreseeable, typically occurring damage.
2. These limitations of liability do not concern any claims of the buyer from product liability and do not apply either to injury to body or health or to loss of life for which we are accountable.
3. Damage claims of the buyer, will become statutebarred one year after the commencement of the statutory limitation period. This does not apply if we can be accused of fraudulent intent or intention.

§ 7 Reservation of Title
1. Until all claims (including all unbalanced debts from the current account) which the seller is entitled to due to any legal ground against the buyer currently or in the future, the following securities are granted to the seller. The seller shall return the securities of his choice if they exceed the value of the lasting claims by 20 %.
2. The goods remain in ownership of the seller. Processing or transformation are executed always on behalf of the seller as producer, but without obligation for him. If the (co-) ownership of the seller expires by connection,it is hereby agreed that the (co-) ownership of the connected goods of the buyer becomes property of the seller in proportion of the value (value of invoice). The buyer keeps the (co-) ownership of the seller free of charge. Goods remaining in the (co-) ownership of the seller are referred in the following conditional goods.
3. The buyer is entitled to process the conditional goods in legal business dealings and to sell them as long as he is not in default. Pledge or protective conveyance are unlawful. The buyer assigns to the seller already at this point of time, securing the full extent, the claim originated in resale or another legal ground (insurance, tort) with reference to the conditional goods and its claims (including all unbalanced debts from current accounts). The buyer authorises the seller irrevocably to confiscate the claims that are ceded to the seller on the seller‘s account and made out in the buyer‘s name. This authorization can only be revoked when the buyer meets his payment obligation lawfully.
4. When a third party gets hold of the reserved goods, the buyer will refer to the ownership of the seller and inform him immediately, to assert its ownership rights. If the third party is not able to reimburse the seller the judicial or extrajudicial costs arising in this context, the buyer is liable for this.
5. Should the buyer act contrary to the contract - especially default of payment - the seller is entitled to cancel the contract and to demand the conditional goods.

§ 8 Design Change
The seller reserves the right to make changes at any time in design or material changes while maintaining quality; he is not obliged to make such changes to already delivered products. All products can be in the usual tolerances in the structure, shape, color, weight and surface finish.

§ 9 Data Protection
The customer declares his revocable consent that personal data are processed to order in accordance with the statutory provisions.

§ 10 Applicable Law
In addition to the agreement conditions, only the authoritative law of the Federal Republic of Germany applies for the legal relations of domestic parties. The application of the of the U.N. Convention on Contracts for the International Sale of Goods is excluded.

§ 11 Place of Performance and Jurisdiction
1. Place of performance of the principal performance is exclusively at the seller‘s location of business.
2. Place of performance for all other obligations is Altenholz.
3. Place of jurisdiction is Kiel. We are also entitled to sue the purchaser at its place of jurisdiction.

§ 12 Operativeness Clause
Should individual clauses of these terms and conditions entirely or partly invalid, this shall not affect the validity of the remaining clauses or other parts of such clauses. The parties shall replace an invalid provision by an operative one  which  corresponds to its commercial intent and purpose of the invalid provision.

§ 13 Applicable Version
In case of doubt, the German version of these General Conditions of Sale shall prevail.

September 2014                     Subject to be change