Terms of sale and delivery

of the company Schneider Transport- und Lagerbehälter GmbH & Co. KG

§ 1 General

Our deliveries, including services, consultations and ancillary services, shall only be made on the basis of the following terms and conditions. Any other terms and conditions of the respective business partner are hereby expressly rejected. These shall not be recognized even if we do not object to them again after receipt.

The Terms and Conditions of Sale and Delivery shall apply in all cases in which deviating agreements have not been concluded and, in particular, have not been confirmed by us in writing. In particular, our Terms and Conditions of Sale and Delivery shall also apply to all subsequent transactions, even if they are not expressly agreed again. These terms and conditions shall be deemed to have been accepted at the latest upon receipt of the goods or services.

All agreements made between us and the respective customer for the purpose of executing this contract must be recorded in writing.

§ 2 Offer and conclusion of contract

Our offers are subject to change and non-binding. Declarations of acceptance and all orders require our written confirmation to be legally effective; the same applies to supplements, amendments or ancillary agreements.

We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. This applies in particular to such written documents which are designated as "confidential"; the customer requires our express written consent before passing them on to third parties.

The conclusion of the contract is subject to correct and timely delivery by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent hedging transaction has been concluded with our supplier. The customer shall be informed immediately of the non-availability of the service. The consideration will be refunded immediately.

§ 3 Prices, terms of payment

Unless otherwise stated in the order confirmation, our prices are "ex works", plus statutory VAT, excluding packaging - this will be invoiced separately.

The deduction of a discount requires a special written agreement.

Unless otherwise stated in the order confirmation, the purchase price is due for payment without deduction within 14 days of the invoice date. If the customer is in default of payment, we shall be entitled to charge interest on arrears at a rate of 8% p.a. above the respective prime rate of the Deutsche Bundesbank. If we are able to prove a higher damage caused by default, we shall be entitled to claim this. However, the customer is entitled to prove to us that we have suffered no or significantly less damage as a result of the delay in payment.

Partial deliveries will be invoiced immediately and are each due for payment within the above-mentioned payment period, irrespective of the completion of the entire delivery.

The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognized by us. Furthermore, he is authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

We are entitled to offset payments against older debts, despite any provisions of the customer to the contrary. The customer must be informed immediately of the offsetting of the payment against older debts. If costs and interest have already been incurred, we shall be entitled to offset the payment first against the costs, then against the interest and finally against the principal performance.

Payment shall only be deemed to have been made when we can dispose of the amount. In the case of checks, payment shall not be deemed to have been made until the check has been cashed.

If we become aware of circumstances that call the creditworthiness of the customer into question, in particular if a check cannot be cashed or the customer suspends payments or if we become aware of other circumstances that call the creditworthiness of the customer into question, we shall be entitled to declare the entire remaining debt due. In this case in particular, we shall also be entitled to demand advance payments or the provision of security.

§ 4 Delivery, delivery time

We shall not be responsible for delays in delivery and performance due to force majeure and due to events that make delivery significantly more difficult or impossible for us - including in particular strikes, lockouts, official orders, etc., even if they occur at our suppliers or their subcontractors - even in the case of bindingly agreed deadlines and dates. They entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled.

If the hindrance lasts longer than three months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if we are released from our obligation, the customer cannot derive any claims for damages from this. We can only invoke the aforementioned circumstances if we inform the customer immediately.

We are entitled to make partial deliveries and render partial services at any time.

Compliance with our delivery and performance obligations presupposes the timely and proper fulfillment of the buyer's obligations.

If the customer is in default of acceptance or violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall also pass to the customer at the time at which the customer defaults on acceptance.

§ 5 Transfer of risk

The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transportation or has left our warehouse for the purpose of dispatch. If dispatch is delayed at the request of the customer or if the customer is in default of acceptance, the risk shall pass to the customer upon notification of readiness for dispatch.

§ 6 Warranty

The purchaser's warranty rights presuppose that he has properly fulfilled his obligations to give notice of defects in accordance with § 377 HGB (German Commercial Code).

The products are delivered free of manufacturing and material defects; the period for asserting claims for defects is 1 year from delivery of the products.

If our operating or maintenance instructions are not followed, changes are made to the products, parts are replaced or consumables are used which do not correspond to the original specifications, claims for defects in the products shall lapse if the customer does not refute a corresponding substantiated claim that one of these circumstances caused the defect.

The customer must notify us of a defect in writing without delay, but at the latest within one week of receipt of the delivery item. Defects that cannot be discovered within this period, even after careful inspection, must be reported to us in writing immediately after discovery.

We shall initially provide a warranty for defects in the goods at our discretion by repairing or replacing the goods.

If we seriously and finally refuse performance, if we refuse to remedy the defect or subsequent performance due to disproportionate costs, if it fails after performance or if it is unreasonable for us, the customer may, at his discretion, only demand a reduction of the remuneration (reduction) or rescission of the contract (withdrawal) and damages within the scope of the limitation of liability (§ 7) instead of performance. In the event of only a minor breach of contract, in particular in the case of only minor defects, the customer shall not be entitled to withdraw from the contract.

If we are not responsible for the breach of duty due to a defect, the customer is not entitled to withdraw from the contract.

Rights of the customer due to defects which do not concern a building or a work consisting of the provision of planning and monitoring services for this shall become statute-barred one year after acceptance of the work. The short limitation period shall not apply if we can be accused of gross negligence or in the event of physical injury or damage to health attributable to us or in the event of loss of life of the customer. Liability on our part under the Product Liability Act shall also remain unaffected.

In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality on our part, further claims of the customer shall remain unaffected.

As a matter of principle, the customer does not receive any guarantees from us in the legal sense.

Liability for normal wear and tear is excluded.

Warranty claims against us are only available to the direct purchaser and are not transferable.

If no explicit objection is raised to a submitted production drawing, it is deemed to have been approved. All important functional dimensions must be defined and stored as test dimensions. Dimensions not marked as test dimensions are not guaranteed by us. Schneider reserves the right to make changes. If no special measuring methods or measuring points are expressly specified for test dimensions, we can freely define these ourselves.

§ 7 Limitations of liability

Claims for damages are excluded irrespective of the type of breach of duty, including tortious acts, except in cases of willful misconduct or gross negligence.

We shall only be liable in the event of a breach of material contractual obligations. In this case, we shall be liable for any negligence, but only up to the amount of the foreseeable, direct average damage typical for the contract. Claims for loss of profit, saved expenses, claims for damages by third parties and other indirect and consequential damages cannot be demanded unless a quality feature guaranteed by us is specifically intended to protect the customer against such damages.

The limitations of liability and exclusions in paragraphs 1 and 2 do not apply to claims arising from fraudulent conduct, liability for guaranteed characteristics, claims under the Product Liability Act or damages resulting from injury to life, limb or health.

Insofar as our liability is excluded or limited, this shall also apply to our employees, workers, representatives and vicarious agents.

§ 8 Retention of title

Until the fulfillment of all claims (including all current account balance claims) to which we are entitled against the customer now or in the future for any legal reason, Schneider shall be granted the following securities, which we shall release upon request at our discretion, insofar as their value exceeds the claims by more than 20% on a sustained basis.

The goods remain the property of Schneider. Processing or transformation shall always be carried out for Schneider as the manufacturer, but without any obligation for Schneider. If the (co-)ownership of Schneider expires due to the combination, processing or transformation of the delivery item, it is hereby agreed that the (co-)ownership of the customer in the uniform item shall pass to Schneider in terms of value (invoice value incl. VAT). The customer shall store the (joint) property of Schneider free of charge. Goods to which Schneider is entitled to (co-)ownership are hereinafter referred to as reserved goods.

In the event of breach of contract by the customer - in particular default of payment - Schneider shall be entitled to withdraw from the contract and demand the return of the reserved goods.

The customer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Prior pledges or transfers by way of security are not permitted. The claims arising from the resale or any other legal reason (insurance, unauthorized action) with regard to the reserved goods (including all current account balance claims) are hereby assigned by the customer to Schneider in full by way of security. Schneider revocably authorizes the customer to collect the claims assigned to Schneider for Schneider's account in its own name. This collection authorization can only be revoked if the customer does not properly meet his payment obligations. In this case in particular, the customer is also no longer authorized to install, inseparably mix or process the reserved goods.

In the event of access by third parties to the reserved goods, in particular seizures, the customer shall draw attention to the ownership of Schneider and inform Schneider immediately in writing so that Schneider can enforce its ownership rights. Insofar as the third party is not in a position to reimburse Schneider for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for this.

The customer also assigns to Schneider the claims against the third party which arise against this third party through the connection of the purchased item with a property. This also includes the right to the granting of a security mortgage with priority over the remainder. We accept the assignment.

If the goods subject to retention of title are installed by the customer as an integral part of his own property, the customer hereby assigns the claims arising from the commercial sale of the property or property rights in the amount of the value of the goods subject to retention of title with all ancillary rights and with priority over the rest. Schneider accepts the assignment.

§ 9 Place of jurisdiction, place of performance, applicable law

Unless otherwise stated in the order confirmation, the place of performance is Breidenbach.

The exclusive place of jurisdiction for all disputes arising from this contract is our registered office in Biedenkopf. This shall also apply if the customer has no general place of jurisdiction in Germany or if the customer's domicile or habitual residence is not known at the time the action is filed.

German law shall apply exclusively. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

In all other respects, the statutory provisions or, if not available, the customary commercial provisions shall apply to quality determination, sorting, labeling and price. Insofar as the above Terms and Conditions of Sale and Delivery conflict with our Terms and Conditions of Purchase, our Terms and Conditions of Sale and Delivery shall apply exclusively.

If the purchaser is not himself a buyer, but only an intermediary, he fully recognizes the above conditions insofar as they relate to this legal relationship.

He hereby expressly declares his acceptance of the guarantee vis-à-vis the manufacturer or the seller in the amount of the value of the goods and any damage caused by default (including court, legal and other costs) in the event that it should not be possible for the seller to collect the outstanding amount from the customer (recipient of the goods), possibly also with the aid of legal measures.

Schneider hereby accepts the agent's declaration of guarantee, so that a legally valid contract for the assumption of the guarantee has been effectively concluded. Schneider undertakes to inform the intermediary if efforts to collect the claim have been unsuccessful and to give the intermediary the opportunity to attempt to collect the claim from the customer himself. If the agent is unable to do so within a reasonable period of time (3 weeks), Schneider may make a claim against the agent under the guarantee contract, with the result that the agent must pay the outstanding amount under the guarantee contract. In this case, Schneider assigns all its claims against the customer to the agent in order to give the agent the opportunity to collect the claim against the customer.

§ 10 Severability clause

Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.

The wholly or partially ineffective provision shall be replaced by a provision whose economic success comes as close as possible to that of the ineffective provision.

Any waiver of the aforementioned General Terms and Conditions must be made in writing. This also applies to this written form clause.