General Terms and Conditions of Sale and Delivery (GTC)

ANSMANN UK LIMITED Terms and Conditions

Table of contents

1. Scope
2. Offer and conclusion of contract
3. Prices
4. Terms of payment
5. Delivery and delivery time
6. Place of fulfillment, shipping, packaging, transfer of risk, acceptance
7. Warranty
8. Property rights
9. Liability
10. Statute of limitations
11. Retention of title
12. Russia clause
13. Final provisions

1. scope of application

1. All deliveries, services and offers of Ansmann AG (hereinafter referred to as "Seller") shall be made exclusively on the basis of these General Terms and Conditions of Delivery (hereinafter referred to as "GTC") if the purchaser is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. These GTC shall be an integral part of all contracts concluded by the Seller with its contractual partners for the deliveries offered by it. The GTC shall apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter referred to as "Goods"), irrespective of whether the Seller manufactures the Goods himself or purchases them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC in the version valid at the time of the Buyer's order or, in any case, in the version last notified to the Buyer in text form shall also apply as a framework agreement for similar future contracts without the need to refer to them again in each individual case.
   
   
2. Terms and conditions of the customer or third parties shall not apply, even if the seller does not separately object to their validity in individual cases. Conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly consented to their application. This requirement of consent shall apply in any case, for example even if the Buyer refers to its General Terms and Conditions within the scope of the order and the Seller does not expressly object to them.
   
   
3. Individual agreements (e.g. framework supply agreements, quality assurance agreements) and details in the order confirmation shall take precedence over the GTC. In case of doubt, commercial clauses shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.
   

2. offer and conclusion of contract

1. All offers of the seller are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period.
   
   
2. The order of the goods by the buyer is considered a binding contract offer. Orders or contracts can be accepted by the seller within 14 days after receipt. Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the Buyer. Verbal promises made by the Seller prior to the conclusion of this contract shall not be legally binding and verbal agreements between the contracting parties shall be replaced by the written contract, unless it is expressly stated in each case that they shall continue to be binding. With the exception of managing directors or authorized signatories, the Seller's employees are not entitled to make any oral agreements deviating from this.
   
   
3. Information provided by the Seller on the subject matter of the delivery (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximately authoritative, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed quality features, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements as well as the replacement of components by equivalent parts are permissible insofar as they do not impair the usability for the contractually intended purpose.
   
   
4. The Seller retains ownership or copyright of all offers and cost estimates submitted by him as well as drawings, illustrations, calculations, brochures, catalogs, models, tools or other documents and aids made available to the Client. Without the express consent of the Seller, the Customer may not make these items available to third parties, either as such or in terms of content, disclose them, use them himself or have them used by third parties, or reproduce them. At the request of the Seller, he shall return these items in full to the Seller and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract. Additions and amendments to the agreements made, including these terms and conditions, must be in writing in order to be effective.

3. prices

1. Unless otherwise agreed in individual cases, our prices current at the time of conclusion of the contract shall apply, ex works.
   
   
2. Prices are exclusive of packaging, which will be invoiced separately.
   
   
3. The Seller reserves the right to change its prices appropriately if cost reductions or increases occur after conclusion of the contract, in particular due to collective wage agreements or changes in the price of materials. The Seller shall prove these to the Customer upon request.
   
   
4. The statutory sales tax is not included in the prices of the seller, it will be shown separately in the invoice in the statutory amount on the day of invoicing.
   

4. terms of payment

1. Payment of the invoice amount (net prices plus VAT) must be made in euros within 30 days of the invoice date without deductions. Cash discount shall only be granted on condition that all previous invoices have been settled. The net invoice value after deduction of discounts, freight, sales tax, etc. shall be decisive for the calculation of the cash discount.
   
   
2. Immediate cash payment (also during an ongoing business relationship) may be demanded by the Seller if there is a significant deterioration in the financial circumstances of the Customer or if the Seller becomes aware after conclusion of the contract that the Customer was in payment difficulties at the time of conclusion of the contract. If, after conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that the Seller's claim to the purchase price is jeopardized by the Buyer's inability to pay, the Seller shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). In the case of contracts for the manufacture of unjustifiable items (custom-made products), the Seller may declare rescission immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.
   
   
3. Upon expiry of the aforementioned payment deadline, the Buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. The Seller reserves the right to claim further damages caused by default. With respect to merchants, the Seller's claim to the commercial due date interest rate (§ 353 HGB) shall remain unaffected.
   
   
4. The Customer shall only be entitled to rights of set-off or retention if its counterclaims have been legally established, are undisputed or have been acknowledged by the Seller. Furthermore, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

5 Delivery and delivery time

1. Deliveries are made ex works, unless otherwise agreed. At the Buyer's request and expense, the goods shall be shipped to another destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, the Seller shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself.
   
   
2. Deadlines and dates for deliveries and services promised by the Seller shall always be approximate only, unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
   
   
3. The Seller may - without prejudice to its rights arising from default of the Buyer - demand from the Buyer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period of time during which the Buyer fails to meet its contractual obligations towards the Seller.
   
   
4. The Seller shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g. operational disruptions of any kind, difficulties in the procurement of materials or energy, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining necessary official permits, official measures or the failure of suppliers to deliver or to deliver properly or on time) for which the Seller is not responsible. If such events make it substantially more difficult or impossible for the Seller to provide the delivery or service and the impediment is not only of temporary duration, the Seller shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Client cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by immediately notifying the Seller in writing.
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5. The Seller shall only be entitled to make partial deliveries if the partial delivery is usable for the Customer within the scope of the contractual intended purpose, the delivery of the remaining ordered goods is ensured and the Customer does not incur any significant additional expenses or costs as a result (unless the Seller agrees to bear such costs).
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6. If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for the Seller, for whatever reason, the Seller's liability for damages shall be limited in accordance with Section IX of these General Terms and Conditions.

6 Place of fulfillment, shipping, packaging, transfer of risk, acceptance

1. The place of performance for all obligations arising from the contractual relationship, including subsequent performance, is 97959 Assamstadt, unless otherwise specified. If the Seller is also responsible for the installation, the place of performance shall be the place where the installation is to take place.
   
   
2. The shipping method and packaging are subject to the dutiful discretion of the seller.
   
   
3. The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass as soon as the goods are delivered to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed equivalent if the Buyer is in default of acceptance.
   
   
4. If the Buyer is in default of acceptance, fails to cooperate or if delivery is delayed for other reasons for which the Buyer is responsible, the Seller shall be entitled to claim compensation for the resulting damage, including additional expenses (e.g. storage costs). For this purpose, the Seller shall charge a lump-sum compensation in the amount of 0.25% of the invoice amount per expired calendar week, starting with the delivery deadline or - in the absence of a delivery deadline - with the notification that the goods are ready for shipment. The proof of a higher damage and the legal claims (in particular compensation of additional expenses, reasonable compensation, termination) shall remain unaffected; however, the lump sum shall be credited against further monetary claims. The purchaser shall be entitled to prove that we have incurred no damage at all or only significantly less damage than the aforementioned lump sum.
   
   
5. The shipment shall be insured by the Seller against theft, breakage, transport, fire and water damage or other insurable risks only at the express request of the Customer and at the Customer's expense.
   

7. warranty

1. The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including wrong delivery and short delivery as well as improper assembly/installation or defective instructions), unless otherwise stipulated below. In all cases, the special statutory provisions on reimbursement of expenses in the event of final delivery of the newly manufactured goods to a consumer (supplier's recourse pursuant to §§ 478, 445a, 445b or §§ 445c, 327 para. 5, 327u BGB) shall remain unaffected, unless an equivalent compensation has been agreed, e.g. within the scope of a quality assurance agreement.
   
   
2. The basis of our liability for defects is above all the agreement reached on the quality and the presumed use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications which are the subject of the individual contract or which were publicly announced by us (in particular in catalogs or on our Internet homepage) at the time of the conclusion of the contract shall be deemed to be an agreement on quality in this sense. Insofar as the quality has not been agreed upon, it is to be judged according to the legal regulation whether a defect exists or not (§ 434 para. 3 BGB). Public statements by the manufacturer or on his behalf, in particular in advertising or on the label of the goods, shall take precedence over statements by other third parties.
   
   
3. In the case of goods with digital elements or other digital content, we owe provision and, if applicable, updating of the digital content only insofar as this results expressly from a quality agreement pursuant to para. 2. In this respect, we assume no liability for public statements by the manufacturer and other third parties.
   
   
4. In principle, the Seller shall not be liable for defects of which the Buyer is aware at the time of conclusion of the contract or is not aware due to gross negligence (§ 442 BGB). Furthermore, the Buyer's claims for defects require that he has complied with his statutory duties of inspection and notification (§§ 377, 381 HGB). In the case of building materials and other goods intended for installation or other further processing, an inspection must in any case be carried out immediately before processing. If a defect becomes apparent during delivery, inspection or at any later time, we must be notified of this in writing without delay. In any case, obvious defects shall be notified to us in writing within five working days of delivery and defects not apparent on inspection within the same period of time from discovery. If the purchaser fails to carry out the proper inspection and/or to give notice of defects, the liability of the seller for the defect not notified in time or not notified properly shall be excluded in accordance with the statutory provisions. In the case of goods intended for incorporation, attachment or installation, this shall also apply if the defect only became apparent after the corresponding processing as a result of the breach of one of these obligations; in this case, the Buyer shall in particular have no claims for reimbursement of corresponding costs ("removal and installation costs").
   
   
5. If the delivered item is defective, the Seller may initially choose whether subsequent performance shall be effected by remedying the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery). If the type of subsequent performance chosen by the Seller is unreasonable for the Buyer in the individual case, the Seller may reject it. The right of the Seller to refuse subsequent performance under the statutory conditions shall remain unaffected.
   
   
6. The Seller shall be entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in relation to the defect.
   
   
7. The Buyer shall give the Seller the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to the Seller at the Seller's request in accordance with the statutory provisions; however, the Buyer shall not have a claim for return. Subsequent performance shall not include the dismantling, removal or disassembly of the defective item or the installation, fitting or assembly of a defect-free item if the Seller was not originally obligated to perform such services; claims of the Buyer for reimbursement of corresponding costs ("removal and assembly costs") shall remain unaffected.
   
   
8. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs shall be borne or reimbursed by the Seller in accordance with the statutory provisions and these GTC if there is actually a defect. Otherwise, the Seller may demand reimbursement from the Buyer of the costs incurred as a result of the unjustified request to remedy the defect if the Buyer knew or was negligent in not knowing that there was actually no defect.
   
   
9. If a reasonable period to be set by the purchaser for subsequent performance has expired unsuccessfully or is dispensable in accordance with the statutory provisions, the purchaser may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the case of an insignificant defect, however, there is no right of withdrawal.
   
   
10. The warranty shall not apply if the Customer modifies the delivery item or has it modified by a third party without the consent of the Seller and the rectification of defects is thereby rendered impossible or unreasonably difficult. In any case, the Customer shall bear the additional costs of the rectification of defects resulting from the modification.
    
    
11. Claims of the purchaser for damages or reimbursement of futile expenses shall also exist in the case of defects only in accordance with IX. and are otherwise excluded.
    

8. property rights

1. In the event of infringements of rights by products of other manufacturers supplied by the Buyer, the Seller shall, at its option, assert its claims against the manufacturers and upstream suppliers for the account of the Buyer or assign them to the Buyer. In such cases, claims against the Seller shall only exist in accordance with this Clause VIII if the judicial enforcement of the aforementioned claims against the manufacturers and upstream suppliers was unsuccessful or is futile, for example due to insolvency.

9. liability

1. Unless otherwise provided in these GTC including the following provisions, the Seller shall be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
   
   
2. The Seller shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the case of simple negligence, the Seller shall be liable, subject to statutory limitations of liability (e.g. care in own affairs; insignificant breach of duty), only
   
3. for damages resulting from injury to life, body or health,
   
4. for damages resulting from the breach of an essential contractual obligation (obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the observance of which the contractual partner regularly relies and may rely); in this case, however, the liability of the Seller shall be limited to the compensation of the foreseeable, typically occurring damage.
   
   
5. The limitations of liability resulting from Clause 2 shall also apply to third parties as well as to breaches of duty by persons (also in their favor) whose fault we are responsible for according to statutory provisions. They shall not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the Buyer under the Product Liability Act.
   Due to a breach of duty which does not consist of a defect, the Buyer may only withdraw from or terminate the contract if the Seller is responsible for the breach of duty. A free right of termination of the buyer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
   
6. Insofar as the Seller provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by the Seller, this shall be done free of charge and to the exclusion of any liability.
   
   
7. The sale of prototypes, samples, trial and test setups ("Prototypes") to the Purchaser is solely for development, trial, demonstration and test purposes. The Prototypes sold to the Buyer are expressly not intended for series use and/or for transfer or distribution to third parties. The buyer is therefore aware that the quality of prototypes does not correspond to the quality of a series product. This applies in particular to the specification of the prototypes in the area of safety and approval. The warranty is therefore excluded. Liability for prototypes is also excluded if the prototypes are passed on to third parties by the buyer. For the rest, the seller is liable only in accordance with IX.
   

10. statute of limitations

1. Notwithstanding Section 438 (1) No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. Insofar as acceptance has been agreed, the limitation period shall commence upon acceptance.
   
   
2. If the goods are a building or an item that has been used for a building in accordance with its customary use and has caused its defectiveness (building material), the limitation period shall be 5 years from delivery in accordance with the statutory provision (§ 438 para. 1 no. 2 BGB). Other special statutory provisions on the limitation period (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) shall also remain unaffected.
   
   
3. The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. Claims for damages of the Buyer pursuant to § 8 para. 2 p. 1 and p. 2(a) as well as pursuant to the Product Liability Act shall become time-barred exclusively in accordance with the statutory limitation periods.

11. reservation of title

1. Until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims), the seller retains title to the goods sold.
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2. The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer shall immediately notify the Seller in writing if an application for the opening of insolvency proceedings is filed or insofar as third parties (e.g. seizures) have access to the goods belonging to us.
   
   
3. In case of breach of contract by the Buyer, in particular in case of non-payment of the purchase price due, the Seller shall be entitled to withdraw from the contract in accordance with the statutory provisions or/and to demand surrender of the goods on the basis of the retention of title. The demand for return does not at the same time include the declaration of withdrawal; the seller is rather entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the Buyer does not pay the purchase price due, the Seller may only assert these rights if it has previously set the Buyer a reasonable deadline for payment without success or if such a deadline is dispensable under the statutory provisions.
   
   
4. Until revoked in accordance with (c) below, the Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
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5. The retention of title shall extend to the products resulting from the processing, mixing or combination of the Seller's goods at their full value, whereby the Seller shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, the latter's right of ownership remains, the Seller shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. Otherwise, the same shall apply to the resulting product as to the goods delivered under retention of title.
   
   
6. The Buyer hereby assigns to the Seller by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of the Seller's co-ownership share, if any, pursuant to the preceding paragraph. The Seller accepts the assignment. The obligations of the Buyer stated in Paragraph 2 shall also apply in respect of the assigned claims.
   
   
7. The Buyer shall remain authorized to collect the claim in addition to the Seller. The Seller undertakes not to collect the claim as long as the Buyer meets his payment obligations to the Seller, there is no deficiency in his ability to pay and the Seller does not assert the retention of title by exercising a right pursuant to para. 3. If this is the case, however, the Seller may demand that the Buyer inform the Seller of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment. Furthermore, in this case the Seller shall be entitled to revoke the Buyer's authorization to further sell and process the goods subject to retention of title.
   
   
8. If the realizable value of the securities exceeds the Seller's claims by more than 10%, the Seller shall release securities of the Seller's choice at the Buyer's request.

12 Russia clause

1. The Buyer undertakes not to sell, import or re-export, directly or indirectly, any goods falling within the scope of Article 12g of Regulation (EU) No 833/2014 to the Russian Federation or for use in the Russian Federation.
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2. The Buyer is obliged to use its best endeavors to ensure that the purpose of paragraph 1 is not frustrated by third parties in the further chain of trade, including possible resellers.
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3. The buyer shall establish and maintain an adequate monitoring mechanism to prevent breaches of the provisions of paragraph 1 by third parties in the further chain of trade, including potential resellers.
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4. Any breach of paragraphs 1, 2 or 3 shall constitute a material breach of a material term of this Agreement between Seller and Buyer, entitling Seller to make appropriate claims, including but not limited to:
   1. the termination of the contractual relationship between the seller and the buyer; and
   2. a contractual penalty of 5% of the total value of this contract or of the price of the exported goods, whichever is higher.
5. The buyer shall inform the seller immediately of any difficulties arising in the application of paragraphs 1, 2 or 3, including any relevant third party activities which could frustrate the purpose of paragraph 1. The buyer shall provide the seller with information on compliance with the obligations under paragraph 1, 2 or 3 within two weeks of simple request.
   
   

13. final provisions

1. If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Seller's place of business in Assamstadt. The same shall apply if the Buyer is an entrepreneur within the meaning of § 14 BGB (German Civil Code). However, the Seller shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation pursuant to these GTC or a prior individual agreement or at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.
   
   
2. The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.