General Terms and Conditions of Business

of QUADRUS Metalltechnik GmbH, Inzendorfer Strasse 9-11, 92546 Schmidgaden

1. The following General Terms and Conditions of Business (hereinafter referred to as “GTC”) apply exclusively to all services provided by QUADRUS Metalltechnik GmbH (hereinafter referred to as “QUADRUS”).
2. This also applies in the event that the contractual partner submits a contract offer or an order on the basis of its own, deviating or supplementary terms and conditions. Deviating or supplementary terms and conditions of the contractual partner to which QUADRUS has not expressly agreed shall under no circumstances become part of the contract, even without express rejection.
3. The GTC shall also apply if QUADRUS provides the services without reservation in the knowledge of conflicting, supplementary or deviating terms and conditions of the contractual partner.
4. All agreements between QUADRUS and the contractual partner made for the execution of the contract must be set down in writing.
5. The GTC shall only apply to entrepreneurs within the meaning of Section 14 paragraph 1 of the BGB [German Civil Code], legal entities under public law and special funds under public law as contractual partners of QUADRUS. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.
6. The GTC shall also apply to all future transactions with the contractual partner, insofar as they concern legal transactions which, according to Section 1, fall within the general scope of the GTC.

1. The contract is concluded when QUADRUS confirms the order by sending an order confirmation and this has been received by the contractual party. QUADRUS is entitled to send the order confirmation within 14 days of receipt of the order.
2. Offers, including those made on QUADRUS’ behalf, are subject to change and non-binding.
3. Should the order confirmation from QUADRUS contain typing or printing errors or if the pricing is based on technical transmission errors, QUADRUS shall be entitled to contest the order, with the onus being on QUADRUS to provide proof of the error.
4. If an offer is made by QUADRUS with a period of validity and is accepted within that period, the offer shall be valid, insofar as no order confirmation is received from QUADRUS within the period of validity.

1. Contractual object is solely the delivery and/or performance described in the order confirmation.
2. Changes, additions and ancillary agreements require written confirmation by QUADRUS.
3. Contractual performance not listed in the offer or in the order confirmation, in particular that which is published for advertising purposes, is only part of contractual object if this is confirmed in writing by QUADRUS. QUADRUS reserves the right to make changes due to technical developments, within reason.
4. As a matter of principle, only the characteristics listed in the order confirmation shall be deemed agreed as the qualities of the contractual object. Public statements, promotions or advertising do not constitute any contractual specification of the quality of the products.
5. Consultancy services as well as information of any kind must be confirmed by QUADRUS in writing.

1. The agreed purchase price is due for payment upon receipt of the invoice. The invoice amount must be credited to the QUADRUS account specified in the invoice within ten days of receipt of the invoice, unless otherwise stipulated in the order confirmation.
2. If the contractual partner is in default of payment, QUADRUS shall be entitled to default interest in the amount of 8% above the respective base interest rate. The assertion of further default-related damages remains unaffected.
3. The conditions set down in the offers are net prices and exclusive of value added tax.
4. If, following conclusion of the contract, legitimate doubts arise as to the unequivocal financial solvency of the contractual partner, QUADRUS shall be entitled to demand the payment of a security or to withdraw from the contract in accordance with the requirements of Section 323 BGB.

1. The details of delivery periods or dates are non-binding unless expressly confirmed by QUADRUS in writing.
2. Any agreed delivery periods or dates are binding only if the contractual partner has duly fulfilled its contractual obligations, such as the provision of the documents, permits and/or approvals to be procured by it as well as, if agreed, receipt of a down payment.
3. The fulfilment of the delivery obligation is subject to QUADRUS itself being supplied by its suppliers, provided that QUADRUS has concluded a congruent hedging transaction and QUADRUS bears no reasonable responsibility for the non-delivery from the hedging transaction.
4. Force majeure, strike, lockout and other impediments to performance for which QUADRUS is not responsible shall extend the agreed delivery periods and dates by the duration of the impediment at a maximum, insofar as such impediments are demonstrated as having considerable impact on the completion or delivery of the goods. The same shall apply if the above-mentioned impediments to performance occur at QUADRUS' suppliers. QUADRUS is also not responsible for the aforementioned circumstances if they occur during an already existing delay. QUADRUS shall inform the contractual partner immediately of the start and ending of such impediments.
5. If the shipment the goods is delayed at the request of the contractual partner, the contractual partner shall be charged for the costs incurred by storage, starting one month after QUADRUS has notified it of readiness for shipment; in the case of storage at the factory, QUADRUS may demand storage fees according to the rates customary at the location.
6. QUADRUS may withhold delivery of the goods for as long as the contractual partner has not fulfilled any payment obligation already due prior to delivery or, in the case of a permanent business relationship, the contractual partner has outstanding debts arising from other deliveries.
7. Partial deliveries are permissible.

1. If the contractual partner incurs damages due to a delay in delivery, QUADRUS is liable in the case of culpably caused delivery delay within the framework of lump-sum compensation for delay. This amounts to 0.5% of the net order amount for each full week of delivery delay but no more than 5% of the net order amount.
2. QUADRUS shall have the right to prove that the damage suffered as a result of the delay is significantly less or that no damage at all has been incurred.
3. The lump-sum compensation for delay shall be offset against the amount of damages in the event of the assertion of further claims for damage caused by delay.

1. For deliveries “ex works”, the risk of accidental loss and accidental deterioration of the purchased goods shall transfer to the contractual partner upon separation of the goods and provision for collection.
2. For “carriage free” deliveries, the risk of accidental loss and accidental deterioration of the purchased goods shall transfer upon handover of the goods to the forwarder, carrier or any other person or institution designated to carry out the shipment.
3. The provision on the transfer of risk in subsection 2. above shall also apply if delivery to the contractual partner is desired but the latter is to bear the shipping and freight costs itself.
4. The provisions on the transfer of risk in subsections 1. and 2. above also apply to partial deliveries.
5. Insofar as the contractual partner is in default of acceptance, acceptance is deemed to have been effected.
6. If shipment is delayed due to circumstances for which the contractual partner is responsible, the risk shall pass to the contractual partner when the purchased goods are ready for shipment. However, QUADRUS is obliged, at the request and expense of the contractual partner, to arrange the insurance required by the contractual partner.

1. The contractual partner may only assert a right of retention from the same contractual relationship. Beyond this, all rights of retention vis-à-vis QUADRUS are excluded, irrespective of the legal relationship.
2. The contractual partner is only entitled to offset with recognised, legally established claims.
3. The rights of the contractual partner may only be assigned with the consent of QUADRUS.

1. The goods remain the property of QUADRUS until payment in full.
2. Pledging and transfer by way of security before transfer of title are not permitted without the consent of QUADRUS.
3. The contractual partner is obliged to treat the goods with care as long as title has not yet been transferred and to inform QUADRUS immediately of any access by third parties to the goods, for example in the event of seizure, as well as any damage to or destruction of the goods. The contractual partner must notify QUADRUS immediately of any change of possession of the goods or of its own relocation.
4. If the third party is not in a position to reimburse QUADRUS for the judicial and extrajudicial costs of an action pursuant to Section 771 ZPO [German Code of Civil Procedure], the contractual partner shall be liable for the resulting losses incurred by QUADRUS.
5. QUADRUS shall be entitled to withdraw from the contract in the event of a breach of the obligation under subsection 2 or 3 of this provision.
6. For the duration of retention of title, the contractual partner is entitled to resell the goods in the ordinary course of business; however, it hereby assigns to QUADRUS all claims to the amount of the final invoice sum (including value added tax) which accrue to it from the resale vis-à-vis its customers or third parties. QUADRUS accepts this assignment.
7. If the goods are processed or transformed with other objects not owned by QUADRUS, QUADRUS shall acquire the future claims from the resale of the new item in the ratio of the invoice value of the goods to the invoice values of the other processed or transformed objects at the time of processing or transformation.
8. The contractual partner is authorised to collect this claim even after its assignment. QUADRUS' authority to collect the claim itself shall remain unaffected by this; however, QUADRUS undertakes not to collect the claim as long as the contractual partner duly meets its payment obligations and is not in default of payment. In this case, QUADRUS may demand that the contractual partner discloses the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment.
9. If the total value of the assigned claims exceeds the invoice amount owed (including value added tax) by more than 20%, QUADRUS undertakes to reassign all claims that exceed the 20% limit.
10. The processing or transformation of the goods by the contractual partner shall always be carried out on QUADRUS’ behalf. If the goods are processed with other objects not belonging to QUADRUS, QUADRUS shall acquire co-ownership of the new item in the ratio of the invoice value of the goods to the other processed objects at the time of processing. In all other respects, the same shall apply to the item resulting from processing as to the goods subject to retention of title.
11. If the goods are inseparably combined or mixed with other objects not belonging to QUADRUS, QUADRUS shall acquire co-ownership of the new item in the ratio of the invoice value of the goods to the other combined or mixed objects at the time of processing. If the combination or mixing took place in such a way that the object of the contractual partner is to be regarded as the main item, it shall be deemed agreed that the contractual partner transfers proportionate co-ownership to QUADRUS. The contractual partner shall hold sole ownership or co-ownership in trust for QUADRUS.

1. QUADRUS warrants for the agreed quality – with the exception of insignificant deviations – by guaranteeing that it can subsequently deliver a defect-free product or rectify the defective condition, at the choice of the contractual partner, after the setting of a reasonable grace period.
2. If the contractual partner opts for supplementary performance through rectification of the defect, the contractual partner shall only have further warranty rights if the elimination of the defect has failed twice.
3. The reasonable grace period shall only commence after the defect and QUADRUS’ warranty obligation have been established and proven.
4. If supplementary performance conclusively fails, the contractual partner may in principle demand a reduction of the purchase price (reduction) or cancellation of the contract (withdrawal) at its discretion. In the event of a minor breach of contract, in particular in the case of minor defects, the contractual partner shall not be entitled to withdraw from the contract.
5. Claims for defects on the part of the contractual partner presuppose that the contractual partner has duly fulfilled its obligation to inspect and give notice of defects pursuant to Section 377 HGB [German Commercial Code].
6. The contractual partner is hereby informed that the qualities described in the product description
do not constitute guarantees in the legal sense.
7. No warranty is assumed for damage caused by the following: unsuitable or improper use, incorrect assembly or commissioning by the contractual partner or third parties, natural wear and tear, incorrect operation or negligent handling of the goods by the contractual partner, unsuitable operating materials or replacement materials, defective construction work or unsuitable foundations on the premises of the contractual partner, chemical, electronic influences, unless all this is due to a fault of QUADRUS, as well as false information by the contractual partner or its consultants about operational and technical requirements or the chemical and physical conditions for the use of the goods.

1. All claims for damages of the contractual partner against QUADRUS are excluded, regardless of their legal basis, unless QUADRUS or its vicarious agents have acted intentionally or with gross negligence or at least violated essential contractual obligations with slight negligence. Essential contractual obligations are those obligations which protect essential contractual legal positions of the contractual partner, which the contract must grant them in terms of content and purpose; essential are also those contractual obligations whose fulfilment makes the proper execution of the contract possible in the first place and on the compliance with which the contractual partner has relied and was entitled to rely.
2. In the event of gross negligence or negligent breach of an essential contractual obligation, damages shall be limited to the typical and foreseeable damage.
3. Liability for injury to life, limb and health, for the absence of a quality for which a guarantee has been assumed by QUADRUS, as well as liability under the Product Liability Act remains unaffected.
4. QUADRUS shall not be liable for damages caused by force majeure, riots, war, terror or natural disasters or other events for which it is not responsible; these include, for example, strikes, lockouts, traffic disruptions or orders from higher authorities at home or abroad.

1. A limitation period of twelve months shall apply to all claims for damages or compensation for futile expenses in the event of contractual and non-contractual liability asserted against QUADRUS – except in cases of intent, gross negligence or injury to life, limb, health or freedom. The period begins with the date specified in Section 199 BGB. It shall commence at the latest upon expiry of the maximum periods specified in Section 199 (3) and (4) BGB.
2. The warranty claims regarding all goods delivered by QUADRUS shall become statute-barred within 12 months from the transfer of risk. The provision in subsection 1 remains unaffected by this.
3. However, the warranty claims according to subsection 2 expire prematurely as soon as repairs or modifications are made or attempted by the contractual partner or operating instructions are not followed.
4. The limitation period in the event of supplier recourse pursuant to Sections 478, 479 BGB remains unaffected.
5. Other limitation provisions of these GTC remain unaffected by this.

1. The business relationship between the contractual partner and QUADRUS shall be governed exclusively by German law to the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG), even if the contractual partner has its registered office abroad.
2. The non-exclusive place of jurisdiction and place of performance for all legal disputes in connection with the business relationship is the registered office of QUADRUS Metalltechnik GmbH. QUADRUS shall also be entitled to sue at the general place of jurisdiction of the contractual partner.

As of: September 2016