General Terms and Conditions (GTC)

1. Scope of Application

These General Terms and Conditions of Sale, Delivery, and Payment (hereinafter "GTC") apply to all sales and deliveries of goods by Otto Lehmann GmbH ("Seller") to its customers. The GTC only apply if the customer is an entrepreneur within the meaning of § 14 BGB, a legal entity under public law, or a special fund under public law.

Any purchasing conditions referenced by the customer before/upon conclusion of the contract do not apply if and to the extent that they contradict these GTC. In any case, the customer's purchasing conditions only apply if the seller has expressly agreed to them; unconditional execution of the transaction does not constitute the seller's consent to the applicability of the customer's purchasing conditions.

2. Offers and Contract Conclusions

The seller's offers are non-binding and are valid for 14 days from the offer date. An order placed by the customer following the seller's offer is considered a contractual offer to the seller. A contract is only concluded upon the seller's written or email confirmation of the customer's order. This also applies if a customer's order is placed without a specific prior offer from the seller.

Information in catalogs, on websites, or other promotional materials of the seller does not constitute legally binding offers by the seller.

3. Prices and Payments

Unless otherwise agreed between the parties, the seller's current prices at the time of the customer's order apply to the seller's goods.

The prices for the seller's goods are EXW (INCOTERMS 2020) plus the applicable statutory value-added tax. They do not include packaging, transport costs, or any insurance premiums (transport insurance).

Should the seller be responsible for shipping the goods in an individual case, the applicable prices for packaging, transport, and any insurance premiums will be specified in the seller's respective offer.

Wooden or mesh box pallets are provided on loan (or in exchange) solely for shipment. Pallets and stacking racks not returned will be charged to the customer.

A cash discount will not be granted to the customer unless explicitly stated otherwise in the seller's offer or in the order confirmation by the seller.

3.6 Unless otherwise agreed, the invoice amount is due 30 days after the invoice date.

3.7 Upon expiry of the payment period according to Section 3.6 of these GTC, the customer shall be in default. During the period of default, the invoice amount shall bear interest at the applicable statutory default interest rate. The right to claim further damages due to delay remains reserved.

3.8 If, after conclusion of the contract, the customer fails to meet its payment obligations, experiences payment difficulties, has ceased payment, requests a deferral of payment, or if specific circumstances become known that reasonably call its creditworthiness into question, the seller is entitled to make its outstanding services dependent on the provision of security or, at the customer's option, on full advance payment.

3.9 The seller accepts bills of exchange and cheques only by prior agreement and only on account of performance. Bills of exchange and cheques will be credited subject to receipt with value date of the day on which the seller can finally dispose of the equivalent value. All resulting costs and expenses shall be borne by the customer.

3.10 The customer may only offset claims that are acknowledged, undisputed, or legally established, and may only assert any statutory rights of retention based solely on such claims. Furthermore, the customer may only exercise a right of retention due to counterclaims based on the same performance agreement.

4. Delivery and Default

4.1 Unless otherwise agreed, if no place is specified, the seller delivers the goods EXW (INCOTERMS 2020). The place of delivery is the seller's factory at Berliner Str. 21, 93073 Neutraubling, Germany.

4.2 If no delivery periods are agreed, the seller is obliged to deliver the goods within 90 days after the conclusion of the purchase contract. The delivery period begins at the time of contract conclusion, as described under Section 2 of these GTC. If an advance payment is agreed upon in the individual contract, the delivery period does not begin before receipt of the due advance payment.

4.3 In all cases, delivery periods shall be extended by the period during which the customer fails to fulfill its obligation to the seller, and the seller is entitled to and exercises a right of retention against the customer as a result.

4.4 The occurrence of the seller's default in delivery is determined by statutory provisions. In the event of default in delivery, the seller is not obliged to pay a contractual penalty and/or liquidated damages. The conditions according to Section 9 of these GTC apply to the seller's liability for damages due to delay.

4.5 If the seller cannot meet bindingly agreed delivery deadlines for reasons for which it is not responsible (unavailability of performance), the seller will inform the customer thereof and simultaneously communicate the prospective new delivery deadline. If the performance is still unavailable within the new delivery deadline, the seller is entitled to withdraw from the contract in whole or in part; any consideration already provided by the customer will be reimbursed by the seller without undue delay. A case of unavailability of performance in this sense is, in particular, the untimely self-delivery by the seller's suppliers, if the seller has concluded a congruent hedging transaction, neither the seller nor its supplier is at fault, or the seller is not obliged to procure in the individual case.

4.6 If the customer defaults on acceptance or violates other duties to cooperate, the seller is entitled to demand compensation for the damage incurred thereby. In the event of default on acceptance, the seller is entitled to demand liquidated damages of 0.1% of the gross invoice value of the goods per day of default on acceptance, up to a maximum of 5% of the gross invoice value of the goods. The seller remains entitled to demand compensation from the customer for any further damages. In the event of default on acceptance, the risk of loss and price, in particular the risk of accidental destruction or accidental deterioration of the purchased item, passes to the customer. The seller reserves the right to assert further contractual or statutory claims.

5. Custom-Made Products

If the contract concerns custom-made products and the buyer wishes to withdraw (cancel) from this contract without a legal claim, the buyer is obliged to pay the contractually agreed purchase price, even if the seller unconditionally agrees to the withdrawal. Custom-made products are goods manufactured according to the individual needs and wishes of the customer. The seller reserves the right to claim any further damages.

6. Force Majeure

6.1 In cases of force majeure, the seller is entitled to extend its delivery dates and deadlines, depending on the scope and duration of the force majeure event and its consequences, for the period of the impediment to performance, without the buyer being granted a right to withdraw from the contract or a claim for damages. For the period of the justified extension of delivery dates and deadlines, the seller shall not be in default. Force majeure events are unforeseeable events, as well as events which – had they been foreseeable – lie outside the seller's sphere of influence. These include, in particular, natural disasters, monetary, trade policy, or other sovereign measures, epidemics and pandemics, strikes, lockouts, significant operational disruptions (e.g., fire, machine breakdown, raw material or energy shortages or scarcity for whatever reason, including in particular due to supply bottlenecks, performance disruptions or other supply difficulties of raw material suppliers, disruptions in the packaging and dispatch process or transport bottlenecks) and obstruction of transport routes, which are not merely short-term and significantly impede or make delivery impossible.

6.2 Delivery delays and the reasons for them must be communicated to the customer without undue delay.

6.3 If the impediment due to a force majeure event lasts longer than 2 months, each party is entitled to terminate the contract extraordinarily. Payment for a partial delivery already made may not be refused due to the part of the delivery not fulfilled until the termination becomes effective. If, however, the customer has already paid the entire purchase price in advance, they are entitled to reclaim a proportionate amount of the purchase price from the seller for the unfulfilled part of the delivery. Further claims by the customer are excluded.

7. Retention of Title

7.1 All goods remain the property of the seller (retention of title) until all claims due to the seller from the customer have been fulfilled, including claims that have arisen but will become due at a later date. This also applies if payments are made on specifically designated claims. In the case of a current account, the retained title serves as security for the balance claim.

7.2 The seller may prohibit the resale of the reserved goods at any time if the customer is in default of payment obligations to him and/or has experienced payment difficulties or has become insolvent.

7.3 Insofar as the customer resells the goods subject to the contract, he is authorized to resell the reserved goods in the ordinary course of business. He hereby assigns his claims arising from the resale up to the invoice value of the reserved goods to the seller. The authorization for resale depends on the legal validity of the assignment of claims. This applies mutatis mutandis also in cases where the reserved goods are used by the customer for the performance of a contract for work or a contract for work and materials, especially for construction companies; here too, the claim arising from the contract for work or contract for work and materials up to the invoice value of the reserved goods is assigned by the customer to the seller in advance.

7.4 The customer is not entitled to transfer ownership of the reserved goods to third parties as security, to pledge them, or to carry out exchange transactions with them.

7.5 The customer is entitled to collect claims arising from resale until revocation by the seller, which may be made at any time and also verbally. Upon request, the customer is obliged to notify the third-party debtor of the assignment to the seller and to inform the seller about this notification, as well as to send the necessary information and documents for the collection of the assigned claims with this notification. The seller must be informed immediately by the customer of any seizure or other impairment by third parties.

7.6 The seller is particularly entitled to take back the reserved goods if the customer has exceeded the payment term granted to him, or has not settled other liabilities owed to the seller in due time, or is in default, or fails to comply with its obligations under these terms and conditions.

7.7 If the customer includes its claims arising from a resale of such reserved goods, for which the seller holds a simple, extended, or prolonged retention of title, in a current account relationship, the customer hereby assigns the current account claim to the seller up to the value of the reserved goods. After balancing, the recognized balance takes its place, which is deemed assigned up to the amount that constitutes the original current account claim.

7.8 The seller is obliged, upon the customer's request, to release the securities to which it is entitled, to the extent that the realized value of its securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at the seller's discretion.

8. Warranty and Duty to Give Notice of Defects

8.1 The customer must inspect the delivered goods immediately after delivery in accordance with the provisions of Section 377 HGB. Obvious defects must be reported immediately. The date of receipt of this notice by the seller is decisive. Defects that cannot be discovered even with the most careful inspection within this period must be reported immediately after discovery. If notice is not given in due time, the customer is precluded from asserting warranty claims, unless the respective defect was fraudulently concealed by the seller. The customer bears the burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect, and for the timeliness of the notice of defect.

8.2 For every notice of defect, the seller has the right to inspect and examine the complained-about item. For this purpose, the customer will grant the seller the necessary time and opportunity. The seller may also demand that the customer return the complained-about goods to the seller at the seller's expense.

8.3 The goods delivered by the seller are free from defects if, at the time of transfer of risk, they comply with the subjective requirements (Section 434 (2) BGB) and the assembly requirements (Section 434 (4) BGB). However, it is not a prerequisite for the goods to be free from defects that they comply with the objective requirements of Section 434 (3), provided and to the extent that the customer and the seller have made an agreement regarding the subjective requirements of the goods.

8.4 Minor deviations or changes or tolerances within the scope of DIN standards constitute only an insignificant deviation from the agreed quality and thus no defects. In particular, minor color deviations of the delivered goods from illustrations in brochures or any product samples provided to the customer before the conclusion of the contract do not constitute a defect.

8.5 Information in catalogs, information material provided to the customer, or on the seller's website, as well as product descriptions, do not under any circumstances constitute guarantees for a specific quality or durability of the delivered item; such quality or durability guarantees must be expressly agreed upon in writing.

8.6 Natural wear and tear or damage occurring after the transfer of risk due to faulty or negligent handling, unsuitable operating materials, defective installation and assembly work by the customer, unsuitable subsoil, or due to special influences not stipulated in the contract, also do not constitute a defect. If the customer or third parties carry out improper modifications or repair work, no claims for defects shall exist for these or the resulting consequences.

8.7 Subsequent performance shall be carried out, at the seller's discretion, by repair or replacement delivery.

8.8 The customer must make the goods available for the purpose of subsequent performance and grant the seller the necessary reasonable time and opportunity for subsequent performance.

8.9 Insofar as the seller is obliged for the purpose of subsequent performance to remove the defective goods and install the repaired or replaced goods, the seller is entitled, at its discretion, to carry out the removal and installation itself or to have it carried out by agents. If the removal and installation are carried out by the customer, the seller will only reimburse the necessary and proven costs. The customer shall provide the necessary information for this. If the buyer commissions a third party for the removal and installation of the complained-about goods, they are obliged to keep the costs as low as possible and, if possible, to use their own labor at their own expense.

8.10 If the customer asserts a defect even though no defect exists, the seller is entitled to reimbursement of the internal and external expenses incurred. These expenses amount to EUR 50.00, unless the customer proves lower expenses.

8.11 If subsequent performance fails, the customer can generally, at their discretion, demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal). However, in the case of only a minor breach of contract, particularly with only minor defects, the customer has no right of rescission.

8.12 Claims for damages by the customer against the seller due to a defect are excluded. This does not apply in cases of fraudulent concealment of the defect, non-compliance with a quality guarantee, injury to life, body, health, or freedom, and in cases of intentional or grossly negligent breach of duty by the seller, as well as in the cases of Section 9, insofar as these are not already covered by Section 8.12.

8.13 Unless otherwise agreed, warranty claims for defects by the Customer against the Seller shall become time-barred one year after the date of delivery of the goods. This does not apply in cases of fraudulent concealment by the Seller or if the Seller has assumed a guarantee for the quality of the goods. The provisions of Section 9.1 of these GTC apply to the limitation of claims for damages due to defects. If the Seller has fulfilled its obligation for subsequent performance by replacement delivery or rectification, the limitation period shall only recommence insofar as it relates to the same defect or the rectified part of the complained goods. However, the limitation period shall not recommence if the Seller expressly reserves the right to perform subsequent performance only out of goodwill, to avoid disputes, or in the interest of maintaining the business relationship.

9. General Limitation of Liability and Statute of Limitations

9.1 Unless otherwise stipulated in Section 8 of these GTC, the Seller shall be liable for damages due to the breach of contractual or non-contractual obligations only in cases of intent and gross negligence. Liability for slight negligence is excluded, unless the damage is based on
- injury to life, limb, or health, defects of the goods,
- liability for personal injury and property damage under the Product Liability Act,
- defects fraudulently concealed, or if the Seller has assumed a guarantee for the quality of the item, or
- the breach of essential contractual obligations. An essential contractual obligation is an obligation whose fulfillment is essential for the proper execution of the contract and on whose observance the Customer regularly relies and may rely. In these cases, the Seller's liability for property and financial damages is limited to the contract-typical, reasonably foreseeable damage.

9.2 The limitations of liability according to Section 9 of these GTC also apply in favor of the Seller's legal representatives, employees, sub-suppliers, and vicarious agents in the event of their direct claim by the Customer.

9.3 Unless otherwise stipulated in Sections 9.1 and 8.13 of these GTC, all claims of the Customer against the Seller, regardless of their legal basis, shall become time-barred within one year from the statutory commencement of the limitation period.

10. Confidentiality

10.1 The Customer is obliged to treat all documents and information received in connection with the contract concluded with it and not generally accessible (hereinafter referred to as "confidential information") as strictly confidential and to keep all physical and electronic documents and materials containing confidential information separate from other documents, materials and records, and to protect them against unauthorized access. The Customer is not entitled to make the confidential information accessible to third parties without the prior written consent of the Seller.

10.2 The Customer is obliged to immediately inform the Seller of any actual or threatened unauthorized use of confidential information and to take all reasonable measures to prevent or terminate such use.

10.3 Upon a factually justified request from the Seller, the Customer shall, in compliance with data protection regulations, provide a list of those persons to whom the confidential information has been disclosed in breach of contract.

10.4 Should the Customer be or become obliged to disclose confidential information due to a legal obligation or an official or judicial order, the Customer shall immediately inform the Seller thereof upon becoming aware of the disclosure obligation and shall jointly determine with the Seller whether and, if applicable, how the disclosure obligation can be averted. Any disclosure shall be limited to the necessary minimum and coordinated with the Seller in a timely manner.

10.5 The Seller remains the owner of all rights to its confidential information. The disclosure of confidential information does not imply the granting of licenses or other rights of use thereto, regardless of their content and scope.

10.6 Should the Customer culpably violate its obligation under Section 10.1 of these GTC, the Customer undertakes to pay the Seller a contractual penalty for each individual case, waiving the right to claim a continuing offense, the amount of which can be determined by the Seller at its reasonable discretion. The Customer may have the amount of the contractual penalty reviewed by a court for its appropriateness.

10.7 In the event of permanent alternative use of the Confidential Information, the contractual penalty according to Section 10.6 shall be forfeited for each commenced week of the infringement.

10.8 The Seller's right to assert additional claims for damages against the Customer remains unaffected by the provisions of this Section 10. The contractual penalty shall not be offset against any claim for damages.

11. Place of Performance, Jurisdiction, Applicable Law

11.1 The place of performance for all deliveries and services of the parties shall be Neutraubling.

11.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the legal relationship between the Seller and the Buyer shall be Regensburg.

11.3 The legal relationship between the Seller and the Customer shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

12. Final Provisions

12.1 Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. If individual provisions should be invalid, the parties undertake to negotiate and agree on provisions that come closest to the economic purpose of the contract while adequately safeguarding the interests of both parties.

12.2 Amendments and additions to these GTC require written form. Individual agreements made with the customer in individual cases (including collateral agreements, additions, and amendments) shall in any case take precedence over these GTC. Individual agreements made orally between the parties in individual cases (including collateral agreements, additions, and amendments) must be put in writing upon request.

1. Acceptance of Delivery Terms

All offers not expressly designated as binding are subject to change. All agreements – including for future deliveries and services – are exclusively based on the following terms and conditions; deviating terms and conditions of the purchaser apply only insofar as the supplier has expressly agreed to them in writing.

2. Order Placement

2.1 The decisive standard for hot-dip galvanizing is DIN EN ISO 1461 in its version valid at the time of contract conclusion, without requirements for post-treatment (DIN symbol: t Zn o); for the duplex system, DIN 12944 in its valid version additionally applies. Additional services must be specifically agreed upon and remunerated. If other technical regulations are to be included in the contract, this requires an explicit agreement.

2.2 All agreements only become binding upon written confirmation by the supplier. The same applies to additions, amendments, and collateral agreements.

2.3 The purchaser is responsible for the accuracy and completeness of the documents to be supplied by them and the information provided.

2.4 The specifications and performance descriptions in the documents belonging to the supplier's offer are industry-standard approximate values, unless they are expressly designated as binding in the order confirmation. The conformity of materials and semi-finished products provided by the purchaser with contractual specifications or submitted drawings and samples will only be checked by the supplier based on explicit agreements.

3. Delivery

3.1 Delivery times are approximate only, unless a specific delivery date has been confirmed in writing. Delivery periods begin on the day of delivery, but not before all execution details have been clarified and all other conditions to be created by the purchaser for the proper execution of the contract have been fulfilled. They are deemed to have been met if the goods have left the factory at the agreed time or, if dispatch is impossible, the purchaser has been notified of readiness for dispatch. The latter applies accordingly. They are also deemed to have been met if delivery is delayed for reasons for which the purchaser is responsible.

3.2 In the event of subsequent changes to the contract by the purchaser that affect the delivery period, the delivery period may be extended to a reasonable extent.

3.3 The delivery period shall be reasonably extended in the event of unforeseeable extraordinary occurrences that the supplier could not avert despite exercising the care reasonable under the circumstances of the individual case. These include, in particular, official interventions, operational disruptions, industrial disputes, and delays in the supply of raw materials and auxiliary materials. If delivery or performance becomes impossible due to the aforementioned events, the supplier shall be released from the delivery obligation without the purchaser being able to claim damages. If the delivery delay lasts longer than 2 weeks, the purchaser is entitled to withdraw from the contract. If the aforementioned obstacles occur on the part of the purchaser, the above legal consequences shall apply mutatis mutandis to their acceptance obligation. The contracting parties are obliged to immediately inform the other party of the beginning and end of obstacles of the aforementioned kind.

3.4 In the event of a delivery delay not based on reasons according to clause 3.2 or clause 3.3, the purchaser must set the supplier a reasonable grace period of at least 2 weeks.

3.5 If the supplier is culpably in default, the purchaser may, provided they credibly demonstrate that they have suffered damage as a result, demand compensation for each full week of delay of 0.5% each, but not exceeding a total of 5% of the price for the part of the deliveries or services with which the supplier is in default.

3.6 Both claims for damages by the purchaser due to delay in delivery or performance, and claims for damages in lieu of performance that exceed the limits specified in clause 3.5, are excluded in all cases of delayed delivery or performance, even after the expiry of any deadline set for the supplier for delivery or performance. This does not apply where liability is mandatory in cases of intent, gross negligence, or injury to life, body, or health. With the exception of the provision in clause 3.3, the purchaser may only withdraw from the contract within the framework of legal provisions insofar as the supplier is responsible for the delay in delivery or performance. The foregoing provisions do not entail a shift in the burden of proof to the detriment of the purchaser. The purchaser is obliged, upon the supplier's request, to declare within a reasonable period whether they withdraw from the contract due to the delay in delivery or performance, or insist on delivery or performance.

3.7 Partial deliveries of the total order quantity are permissible, provided they are reasonable for the purchaser.

4. Pricing

4.1 The prices for hot-dip galvanizing are – unless expressly agreed otherwise – ex works, galvanized and weighed. The basis for calculating the price for hot-dip galvanizing is the order form with the supplier's weighing slip. The prices consist of the base price and, if applicable, a metal surcharge (MZ). The coating surface entered in the bills of material provided by the customer to the supplier and verified by the supplier serves as the basis for calculating the coating. The respective prices do not include packaging, freight, postage, and insurance. They are understood to be plus the applicable value-added tax. If, after placing the order, it turns out that ancillary work such as, in particular, the removal of old galvanizing and other residues on the galvanized material, the creation of openings in pipe constructions or hollow bodies, or multiple dipping is required for the proper execution of the order, the supplier will coordinate with the customer regarding the type of execution and reimbursement of the corresponding costs.

4.2 If, for delivery periods exceeding one month, a significant change occurs in certain cost factors, such as wages, materials, energy, or freight, the agreed price may be adjusted to a reasonable extent according to the influence of the relevant cost factors.

5. Payment Terms

5.1 All invoices are payable within 10 days from the invoice date without deduction.

5.2 In the event of non-compliance with the agreed payment period, the supplier is entitled to charge interest on arrears at a rate of 5% above the respective Euribor (1 week), provided the customer is a merchant within the meaning of Section 353 of the German Commercial Code (HGB). The right to claim compensation for default interest according to Section 288 (2) of the German Civil Code (BGB) remains unaffected.

5.3 Bills of exchange and checks are accepted only by agreement and on condition of their discountability. Discount charges are calculated from the due date of the invoice amount.

5.4 If, after conclusion of the contract, the supplier becomes aware of facts regarding a significant deterioration of the customer's financial situation which, according to proper commercial judgment, are likely to jeopardize his claim for counter-performance, he may, until the time of his performance, demand the provision of suitable security within a reasonable period or advance payment or cash payment upon collection. If the customer fails to comply with the supplier's justified request, or fails to do so in a timely manner, the supplier may withdraw from the contract and/or demand damages instead of performance. If the customer defaults on a partial payment, the supplier may declare the entire remaining claim immediately due and, in the event of payment default caused by a significant deterioration of the financial situation, withdraw from the contract without granting a grace period and/or demand damages instead of performance. In the event of payment default not caused by financial circumstances, the supplier may demand withdrawal from the contract after the fruitless expiry of a reasonable period.

5.5 The customer may only set off counterclaims acknowledged by the supplier or legally established.

6. Securing of Claims from the Processing Contract

6.1 The customer grants the supplier a lien on the items handed over to the supplier for processing. The lien may also be asserted for claims arising from previously performed work and other services, insofar as they are related to the item. For other claims arising from the business relationship, the lien applies only insofar as these are undisputed or legally established.

6.2 If the hot-dip galvanized parts are delivered to the customer before full payment, it is hereby agreed with the customer that he transfers ownership of these parts to the supplier to secure his claims and stores the parts for him free of charge.

6.3 Clause 6.2 applies accordingly with regard to the customer's expectant right of ownership in the items handed over to the supplier, which were delivered to the customer under retention of title. The supplier is entitled to acquire ownership through payment that removes the reservation. If the items have been transferred to a third party as security, the customer assigns to the supplier his claim for re-transfer of ownership. The same applies to any claims of the customer arising from over-collateralization against retention of title and security owners.

6.4 The customer hereby assigns to the supplier, by way of security, all claims accruing to him from a resale of the collateral items, whether processed or not, against his customer. The customer remains authorized to collect the claims assigned to the supplier as long as the supplier does not revoke this authorization or the customer no longer properly fulfills his payment obligations. Upon the supplier's request, the customer must notify the debtors of the assignment and disclose the assigned claims and their debtors to the supplier by handing over all related documents.

6.5 In the event of the collateral items being combined with other goods not belonging to the supplier, the supplier shall be entitled to a co-ownership share in the new item, in proportion to the value of the collateral items relative to the other processed goods at the time of combination.

6.6 The customer is not authorized to make any other dispositions of the collateral items or of the claims assigned to the supplier, particularly through agreements with a customer. The customer must immediately notify the supplier of any impairment of its rights.

6.7 The supplier undertakes to release the securities due to him under the foregoing provisions, upon the customer's request, to the extent that the value of the collateral items exceeds the secured claims by more than 20%.

7. Dispatch and Transfer of Risk

7.1 Dispatch – insofar as it is organized by the supplier at the customer's request and expense – is ex works, unless a specific agreement has been made, without obligation for the cheapest shipping method.

7.2 The risk of transport – even for carriage-paid deliveries – transfers to the customer when the goods have been handed over to the shipping agent or loaded onto a vehicle of the supplier. If the goods are ready for dispatch and dispatch or delivery to site or acceptance is delayed for reasons for which the supplier is not responsible, the risk transfers to the customer upon receipt of the notification of readiness for dispatch. If the customer is responsible for the delay in dispatch, the supplier is entitled to store the goods at the customer's expense and risk. The supplier is entitled, but not obliged, to insure deliveries in the name and for the account of the customer. Even in the case of an agreed collection date, the supplier is not liable for reasonable waiting times incurred by the customer or their agents.

8. Inspection, Acceptance

If the customer wishes the supplier to carry out tests of the zinc coating other than those provided for in DIN EN ISO 1461, Section 9, or tests of any additional coating, the so-called duplex system, as provided for in DIN 12944 Part 7, the type and scope of such tests must be specifically agreed upon. In the absence of a differing agreement, all tests shall be carried out at the supplier's factory. Acceptance shall take place either expressly upon handover or implicitly upon unconditional receipt at the supplier's premises. An inspection in the presence of the customer or their representative must be specifically agreed upon and shall take place at the acceptance date at the supplier's factory.

9. Liability for Defects, Notification of Defects

9.1 The supplier is liable for defects as follows: Recognizable defects must be reported in writing without delay – at the latest within eight days of receipt – but in any case before further processing. If a defect appears later, it must be reported immediately after it becomes recognizable. Defects whose cause already existed at the time of the transfer of risk will be remedied by the supplier free of charge, at their discretion, by rectification or replacement delivery. If subsequent performance fails, the customer may demand rescission of the contract (Wandlung) or reduction of the remuneration (Minderung).

9.2 Liability for defects arising from workpieces not manufactured in accordance with hot-dip galvanizing standards and/or not visible to the naked eye is excluded. Furthermore, the supplier is not liable for defects that arise after the transfer of risk due to unsuitable or improper storage or use, faulty or negligent handling, or extraordinary external influences.

9.3 Furthermore, claims for defects do not exist in the case of insignificant deviations from the agreed quality or insignificant impairment of usability. If improper changes or repair work are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences.

9.4 For all rectifications deemed necessary by the supplier at their reasonable discretion, the customer must, after consultation with the supplier, provide the necessary time and opportunity; otherwise, the supplier is released from liability for defects.

9.5 Claims by the customer for expenses incurred for the purpose of supplementary performance, in particular transport, travel, labor, and material costs, are excluded insofar as the expenses increase because the subject of the delivery has been subsequently moved to a location other than the customer's branch, unless the relocation corresponds to its intended use. The customer shall bear any corresponding additional costs incurred by the supplier.

9.6 Claims for defects become time-barred 12 months from acceptance according to Section 8 or from notification of readiness for dispatch to the customer. This does not apply insofar as the law prescribes longer periods according to § 634a para. 1 no. 2 BGB, as well as in cases of injury to life, body, or health, in the event of an intentional or grossly negligent breach of duty by the supplier, and in the event of fraudulent concealment of a defect. The statutory provisions on the suspension, interruption, and recommencement of limitation periods remain unaffected.

9.7 The supplier is liable within the statutory limitation period, in accordance with the provisions of this Section 9, also for defective rectification work or defective replacement deliveries.

9.8 In the event of defect claims, the customer may withhold payments to an extent that is proportionate to the defects that have occurred. The customer may only withhold payments if a defect claim is made, the justification of which cannot be doubted. If the defect claim was unjustified, the supplier is entitled to demand reimbursement from the customer for the expenses incurred.

9.9 For claims for damages, Section 11 (Other Claims) applies accordingly. Further or other claims of the customer against the supplier and their vicarious agents due to a defect, beyond those regulated in this Section 9, are excluded.

10. Impossibility, Contract Adaptation

10.1 If the delivery or service is impossible, the customer is entitled to claim damages, unless the supplier is not responsible for the impossibility. However, the customer's claim for damages is limited to 10% of the value of that part of the delivery or service which cannot be put into useful operation due to the impossibility. This limitation does not apply insofar as liability is mandatory in cases of intent, gross negligence, or injury to life, body, or health; this does not entail a change in the burden of proof to the detriment of the customer. The customer's right to withdraw from the contract remains unaffected.

10.2 If unforeseeable events within the meaning of Section 3.3 significantly alter the economic importance or content of the delivery or service, or significantly affect the supplier's operations, the contract shall be reasonably adapted in good faith. If this is not economically justifiable, the supplier has the right to withdraw from the contract. If the supplier wishes to exercise this right of withdrawal, they must immediately notify the customer of the extent of the event after becoming aware of it, even if an extension of the delivery period had initially been agreed upon with the customer.

11. Other Claims

11.1 Claims for damages and reimbursement of expenses by the customer (hereinafter: claims for damages), regardless of their legal basis, in particular due to breach of obligations arising from the contractual relationship and from tort, are excluded.

11.2 This does not apply insofar as liability is mandatory, e.g., under the Product Liability Act or in cases of intent, gross negligence, injury to life, body, or health, or breach of essential contractual obligations. However, claims for damages due to the breach of essential contractual obligations are limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence, or liability for injury to life, body, or health. The above provisions do not entail a change in the burden of proof to the detriment of the customer.

12. Place of Performance and Jurisdiction

12.1 The place of performance for all obligations arising from the contractual relationship is the supplier's registered office. For all legal disputes, including those arising from bill of exchange or cheque proceedings, the court at the supplier's registered office shall have jurisdiction if the customer is a fully qualified merchant, a legal entity under public law, or a special fund under public law.

12.2 The contractual relationship is governed by German law.12.3 If individual provisions of these general terms and conditions are or become legally invalid for any reason, the validity of the remaining provisions of the contract shall not be affected. The contracting parties are obliged to replace the invalid provision with a regulation that comes as close as possible to its economic effect.