General Terms and Conditions of Sale and Delivery

Conclusion of contract:

Our General Terms and Conditions of Sale and Delivery (GTSD) apply only to business transactions with companies and are an integral part of all offers and contracts for our deliveries and services. They also apply to all future business transactions. Individual agreements shall in any case take precedence over the General Terms and Conditions.
Any other terms and conditions of the customer are hereby expressly rejected. Such terms and conditions shall only apply if we expressly confirm them in writing.

Prices / Payments:

Our prices are binding for us for a period of 3 months after conclusion of the contract. After expiry of this period, we shall be entitled to charge the prices valid on the day of delivery.
We are entitled to invoice partial deliveries separately.
Our invoices are payable within 14 days with a 2% discount or within 30 days net cash - in each case calculated from the invoice date. No discount is granted on tool costs. The date of receipt of payment shall be decisive for the payment periods; in the case of payment by cheque, the date of crediting shall be decisive. We do not accept collection fees and costs for transfers from foreign customers. If we disburse such items, they shall be due immediately.
If the payment deadlines are exceeded, the statutory consequences of default shall apply without any special reminder. We shall be entitled to charge the customer the usual bank interest from the date of default, but at least 9 percentage points above the respective base interest rate. We reserve the right to claim further damages. This shall not apply if the customer has rightly objected to the delivery. In addition, the total balance shall be due for payment immediately, irrespective of any payment terms.
For all contracts, we are entitled to check the solvency of the customer concerned. In case of doubt, we are authorised to make further deliveries only against advance payment. If we become aware that a customer's solvency has deteriorated, we may demand immediate payment even if the order has already been confirmed on the terms of payment stated under 2.3.
If the direct debit procedure is used in business transactions with companies, the customer shall be obliged to provide or submit the co-operation and declarations required for the application of the SEPA business-to-business direct debit procedure. If only the SEPA Core Direct Debit has been executed and the verification period of 4 working days in accordance with Section 6.1. has already expired, the customer shall only be entitled to demand the return of the direct debit within 5 days of the debit date.
The customer may only assert a right of retention if it is based on the same contractual relationship and the claim is undisputed or has been recognised by declaratory judgement. He may also only offset against undisputed or legally established counterclaims. In the case of notices of defects whose justification is beyond doubt, the customer may only withhold payments to an extent that is in reasonable proportion to the defects that have occurred. If the notice of defects is unjustified, we shall be entitled to demand reimbursement of the expenses incurred by us.

Delivery / Transfer of risk:

Decisive for quality and design are reference samples which we send to our customers on request for inspection prior to delivery. We reserve the right to make minor changes to the delivery compared to the reference samples in terms of shape, dimensions, quality, weight and colour.
We are authorised to make reasonable excess or short deliveries of up to a maximum of 10% compared to the quantities stated in the confirmation; excess quantities must be accepted.
Unless expressly agreed otherwise, delivery shall be ex works. Dispatch shall be for the account of the customer; this shall also apply to delivery at the place of fulfilment. Delivered goods must be accepted by the customer, even if they have minor defects, without prejudice to the customer's rights under Section 6.
In the case of dispatch, the risk shall pass to the customer as soon as we have handed over the goods to the transport company selected by us.
If "carriage paid" delivery has been agreed, the goods shall be dispatched using the most cost-effective shipping method for us. Additional costs for special despatch requests and for transport insurance shall be borne by the customer.
If self-collection at our works has been agreed, the customer concerned must take over the goods immediately as soon as we have notified him that the goods are ready for despatch. The risk of accidental loss or accidental deterioration shall pass to the customer at the time of notification.

Delivery time:

We always endeavour to meet agreed delivery dates that have been confirmed by us. Nevertheless, we must reserve the right to exceed an agreed delivery time by at least 4 weeks for good cause.
In the case of framework agreements that have not been fully accepted at the end of the agreed term, we have the right, at our discretion, to demand acceptance of the remaining quantities and their payment, to cancel the remaining quantities that have not been accepted or to cancel the remaining quantities that have not been accepted and to demand compensation for non-fulfilment.
Force majeure and other unforeseeable extraordinary events, which may include shortages of materials, energy, labour and transport space, production disruptions including labour disputes, delivery delays by upstream suppliers, traffic disruptions and official decrees, etc., which make it impossible for us to fulfil our delivery obligations, shall fully release us from our obligation to deliver or perform for the duration of their effects or in the event of impossibility of delivery or performance. In such cases, the customer shall be entitled to withdraw from the contract without compensation, notwithstanding Section 7. We shall inform the customer immediately of the occurrence of such a case.

Retention of title:

The delivered goods shall remain our property (goods subject to retention of title) until full payment of all claims arising from the business relationship and any claims still arising in connection with the object of purchase.
Any processing, combining or mixing by the customer shall be carried out on our behalf without this placing us under any obligation. Insofar as we do not already acquire ownership or co-ownership by operation of law, the customer hereby assigns to us co-ownership of the resulting item to the value of the reserved goods and shall store these as reserved goods for us with the diligence of a prudent businessman.
If the customer sells goods subject to retention of title or incorporates them into a property, he hereby assigns to us the resulting claims in the value of the goods subject to retention of title with all rights including the right to grant a security mortgage with priority over the rest. If the customer is the owner of the property, the advance assignment shall cover the claims arising from the sale of the property or property rights to the same extent. The assignment in advance also extends to balance claims of the customer.
Subject to the transfer of co-ownership and the claims and subject to revocation, we authorise the customer to sell and process reserved goods in the normal course of business and to collect assigned claims. The customer is not authorised to make any other dispositions, in particular pledging, transfer by way of security or further assignment. The customer is obliged to inform us immediately of any kind of access by third parties to the reserved goods or the assigned claim and to provide us with the information and documents required for legal prosecution.
If the customer does not fulfil his obligations towards us or if justified doubts arise as to his creditworthiness, the customer shall, at our request, return the reserved goods and disclose the assigned claims with simultaneous expiry of the direct debit authorisation and provide us with all documents and information necessary for the collection of these claims. In this case, we shall be authorised by the customer to inform the purchasers of the assignment and to collect the claim ourselves.
If we take back goods in exercise of our right of retention of title, this shall only constitute a cancellation of the contract if we expressly declare this. We may satisfy our claims from the repossessed goods subject to retention of title by sale in the open market.
At the customer's request, we are obliged to release any securities granted at our discretion if their value exceeds our claims by more than 10%.

Notification of defects:

Should complaints arise despite the utmost care, we must be notified in writing of obvious defects, differences in quantity or incorrect deliveries immediately after receipt of the goods, but in any case before combining, mixing or processing; hidden defects must be reported immediately after their discovery, otherwise the goods shall be deemed to have been approved.
If, despite all the care taken by us, the delivered goods exhibit a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. For the purpose of checking a complaint, we shall be entitled to demand that a sample of the defective goods be sent to us. We shall be given the opportunity to jointly determine the reported complaints and to be present when the goods are removed for material testing. The customer is obliged to co-operate in this. We must always be given the opportunity for subsequent fulfilment within a reasonable period of time. Claims for defects shall not exist in the event of only insignificant deviation from the agreed quality, in the event of only insignificant impairment of usability, in the event of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work or due to special external influences which are not provided for in the contract. In particular, a defect does not exist if the goods delivered by us are not suitable for the purpose intended by the customer. We are prepared to advise the customer on the suitability of our goods for the intended purpose to the best of our knowledge (e.g. compatibility test, etc.). If improper repair work or modifications are carried out by the customer or third parties, no claims for defects shall exist for these and the resulting consequences. Our consent must be obtained prior to any return of the goods.
If replacement deliveries or repairs fail or require disproportionate effort, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration. The customer may not demand compensation for futile expenses.
Claims by the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by us have subsequently been moved to a location other than the customer's branch office, unless the transfer corresponds to their intended use.
The customer's right of recourse against us under § 478 BGB shall only exist insofar as the customer has not made any agreements with his buyer that go beyond the legally mandatory claims for defects. Section 6.4 shall also apply accordingly to the scope of the customer's right of recourse against us. The amount of the right of recourse is limited to an amount of 25% of the net invoice amount of the delivery concerned.
Further claims or claims other than those regulated in this section by the customer against us and our vicarious agents due to a material defect are excluded. The provisions of Section 7 shall apply to other claims for damages and reimbursement of expenses by the customer.
In the event of fraudulent concealment of a defect or in the event of the assumption of a guarantee for the quality of the goods at the time of the transfer of risk within the meaning of § 443 BGB, the rights of the customer shall be governed exclusively by the statutory provisions.
Claims for material defects shall lapse 12 months after delivery of the goods supplied by us to our customer. The above provisions shall not apply if the law prescribes longer periods in accordance with Sections 438 (1) No. 2, 479 (1) and 634a (1) BGB.

Other claims for damages

In the event of a pre-contractual, contractual and/or non-contractual breach of duty, including in the event of a defective delivery, unauthorised action and producer's liability, we shall only be liable for damages and reimbursement of expenses - subject to further contractual or statutory liability requirements - in the event of intent, gross negligence and in the event of a breach of a material contractual obligation in the event of a slightly negligent breach. Our liability - except in the case of intent - is limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. The assertion of futile expenses by the customer is excluded.
In the event of slight negligence, we shall only be liable for damages caused by delay up to 5% of the purchase price agreed with us.
Liability for slight negligence is excluded except in the event of a breach of material contractual obligations. The provision in section 7.2 remains unaffected.
The exclusions and limitations of liability contained in the provisions of Sections 7.1 to 7.3 shall not apply in the event of the assumption of a guarantee for the quality of the goods within the meaning of Section 443 BGB, in the event of fraudulent concealment of a defect, in the event of injury to life, limb or health and in the event of mandatory liability under the Product Liability Act. Insofar as the customer is entitled to claims for damages under this section, they shall become time-barred upon expiry of the limitation periods applicable to claims for defects in accordance with section 6.8.

Place of fulfilment and jurisdiction

The place of fulfilment is the registered office of our company.
The place of jurisdiction, also for cheque and documentary proceedings, is Lüneburg Local Court, provided that the requirements of Section 38 of the German Code of Civil Procedure (ZPO) are met. This place of jurisdiction shall also apply if the customer has no general place of jurisdiction in Germany, moves his domicile or usual place of residence out of Germany after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is filed.
The contractual relationship shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The language of negotiation is German.
Should any provision of these GCSD be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by another provision which is valid and which comes closest to the invalid provision in terms of content and purpose.

GfA-Dichtungstechnik Joachim Hagemeier GmbH
HR: B 110 699
Managing Directors: Rita Hagemeier, Lars Hagemeier

GfA-Dichtungen GmbH
HR: B 110 160
Managing Directors: Rita Hagemeier, Lars Hagemeier

GfA-SiliTech GmbH
HR: B 208 646
Managing Director: Nico Czok

GfA-Service GmbH
HR: B 110 167
Managing Director: Lars Hagemeier

GfA-SealSystems West B.V.
Fiscaal nummer: 8560.07.730
Plaats van jurisdictie: Enschede
Directeur: Martin van Noort

Marxen, January 2020