General Terms and Conditions – SpanSet GmbH & Co. KG – Status March 2024

We sell exclusively in accordance with the following terms and conditions of sale, delivery and payment. Any other or supplementary terms and conditions of purchase of the buyer (“Buyer”) are hereby expressly rejected. They shall not apply even if we make deliveries without reservation in the knowledge of such conditions. Our general terms and conditions shall apply to the entire future business relationship.

§ 1 Conclusion of contract

(1) Offers made by the Seller are generally subject to change and non-binding. The delivery contract is only concluded upon our acceptance of the Buyer's order (order confirmation).

(2) Block orders (= call orders) shall require express written agreement, as shall rescheduling. For goods purchased on call, the longest period shall be five months from conclusion of the contract, within which the goods must be accepted in full, unless expressly agreed otherwise in writing.

(3) All agreements made between the parties upon conclusion of the contract shall be set out in full in writing. The Seller's employees are not authorised to make verbal commitments that deviate from the written contractual agreement.

(4) Fixed-date transactions where time is of the essence require special agreement.

§ 2 Price

(1) The prices are based on the cost structure on the day of the order confirmation. If a binding price agreement has been reached, the Seller may nevertheless adjust the prices accordingly at its reasonable discretion if four months lie between the conclusion of the contract and the agreed delivery date and if, after conclusion of the contract, the costs of fulfilment of the contract increase due to additional public charges, ancillary charges, freight charges or their increase or other statutory measures or a change in cost factors for which the Seller is not responsible, such as wages or material costs, on which the Seller's prices are based, taking into account the development of all other cost items. The Seller undertakes to inform the Buyer immediately of the price adjustment. In the event of a price increase of more than 10%, the Buyer shall be entitled to rescind the contract. The rescission right must be exercised immediately upon receipt of the notification of the price increase.

(2) Unless otherwise agreed, the prices are ex Seller's warehouse. Packaging shall be charged separately. All prices quoted are exclusive of the statutory value added tax applicable at the time of delivery, which will be charged and shown separately.

§ 3 Tolerances

§ 3.1 Technical tolerances
The following tolerances apply to the fulfilment of the technical properties of our products. Our products are deemed to be faultless if the dimensions of the delivered products are within the standard tolerances.

The following table shows the (standard) tolerances:

§ 3.2 Quantity tolerances for special items
Quantity deviations of up to 10% above the agreed scope shall be deemed approved; in this case, the Buyer shall owe the remuneration for the quantity actually delivered. The same applies to quantity deviations of up to 10% below the agreed scope.

§ 4 Delivery and transfer of risk

(1) The transfer of risk shall be determined in accordance with the selected provision of Incoterms 2020. Unless otherwise agreed, delivery shall be Ex Works / Ab Werk Übach-Palenberg or/and Langenfeld. The statutory transfer of risk in the event of default of acceptance shall remain unaffected.

(2) Insurance shall only be taken out on the instructions of the Buyer, in its name and at its expense.

(3) Delivery deadlines and dates shall be deemed to have been met if the goods are made available in accordance with the agreed Incoterms 2020 by the time they expire. They shall only be extended to a reasonable extent in the event of labour disputes, in particular strikes and lawful lockouts, as well as in the event of unforeseeable obstacles beyond our control, insofar as such obstacles demonstrably have a considerable influence on the production or delivery of the goods. This shall also apply if the circumstances occur at upstream suppliers. We shall inform the Buyer of such circumstances without delay. If the fulfilment of the contract becomes unreasonable for one of the parties due to these circumstances, it may rescind the contract in this respect. In this case, the Seller undertakes to reimburse any purchase price already received without undue delay.

(4) Insofar as we are liable due to delay, our liability for damages caused by delay (damages in addition to performance) shall be limited to 5% of the net price of the goods delivered late, insofar as we and our vicarious agents are not guilty of intent or gross negligence. Liability due to culpable injury to body, life or health remains unaffected. The general liability regulation in § 6 applies to compensation for damages in lieu of performance.

(5) We are entitled to make partial deliveries to an extent that is reasonable for the Buyer.

§ 5 Liability for defects

(1) The Buyer must inspect the goods received for defects without delay and notify the Seller of any obvious defects in writing without delay. If the complaint is not made in due form and/or time, the goods shall be deemed to have been recognised as being in flawless condition. In this case, the Buyer shall not be entitled to any claims whatsoever.

(2) In the event of a justified, immediate notification of defects, we may, at our discretion, remedy the defect or deliver a defect-free item (subsequent fulfilment). If we do not fulfil our obligation of subsequent performance within a reasonable period of time, if this fails, is impossible, unreasonable or is refused, the Buyer may reduce the purchase price or rescind the contract. If the defect is not significant, he shall only be entitled to a reduction in price. We are entitled to refuse subsequent fulfilment due to disproportionality if the associated expenses are unreasonable in the individual case, in particular in relation to the purchase price of the goods, especially if they amount to more than 150% of the value of the goods. We shall not be liable for expenses incurred as a result of the goods sold being taken to a place other than the registered office or branch of the buyer, unless this is in accordance with their contractual use. As long as the Buyer does not give us the opportunity to convince ourselves of the defect, in particular if the Buyer does not make the rejected goods or samples thereof available on request, the Buyer cannot invoke defects in the goods. Claims for damages shall only exist within the scope of § 6.

(3) The warranty period is one year from delivery. Notwithstanding this, the statutory warranty period shall apply to claims for damages due to intent or gross negligence or due to culpable injury to body, health or life. The statutory limitation regulations of § 438 Para. 1 No. 2 of the German Civil Code (BGB) and § 445b BGB remain unaffected.

(4) Properly delivered goods shall only be taken back by the Seller without recognition of a legal obligation in exceptional cases and within the scope of possibilities on the basis of a corresponding agreement in individual cases. In any case, a return requires that the goods are in perfect condition. Furthermore, goods may only be returned against payment of 25% of the value of the goods, but at least EUR 50.00, to cover the costs incurred, which will be retained if the purchase price has already been paid. In the event of termination of a contract for contract manufacturing, the Buyer shall be obliged to pay compensation in accordance with § 648 BGB.

§ 6 Limitation of liability and limitation period

(1) Subject to the following provisions, we shall only be liable for breach of contractual and non-contractual obligations - including for our executive employees and other vicarious agents - in cases of intent and gross negligence and in the event of culpable breach of material contractual obligations. Material contractual obligations are those whose fulfilment is necessary to achieve the purpose of the contract and on whose compliance the Buyer regularly relies and may rely. Insofar as we are liable under this provision, our liability shall be limited to the foreseeable damage typical of the contract, provided that neither we nor our vicarious agents are guilty of intent or gross negligence.

(2) The above limitations of liability shall not apply in cases of mandatory liability under the Product Liability Act, in the event of injury to life, limb or health and also not if and insofar as we have fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof remain unaffected by this.

(3) The liability provisions shall apply accordingly if the Buyer asserts a claim for reimbursement of futile expenses instead of a claim for damages in lieu of performance.
Unless otherwise agreed, contractual claims which arise for the buyer against us on the occasion of or in connection with the delivery of the goods shall lapse one year after delivery of the goods.

§ 7 Payment and default

(1) Our invoices are due for payment within 30 days (payment term) of the invoice date. The Buyer shall be in default if the payment deadline is exceeded, without the need for a reminder. Deductions of discounts are not permitted.

(2) The Buyer shall only be entitled to a right of retention or a right of set-off insofar as its counterclaims are undisputed or have been determined by a non-appealable court decision. This restriction shall not apply in the case of counterclaims due to defects or due to (partial) non-fulfilment of the contract, insofar as these claims are based on the same contract as our claims.

(3) If the payment deadline is exceeded, we shall be entitled to charge entrepreneurs interest at a rate of 9 percentage points above the base interest rate. We reserve the right to assert further claims for damages caused by default.

§ 8 Retention of title

(1) The delivered goods shall remain the property of the Seller until all claims of the Seller against the Buyer have been paid in full.

(2) Insofar as it is part of his normal business operations, the Buyer is authorised to resell and process the goods subject to retention of title. Pledging or transfer by way of security of the reserved goods by the Buyer is not permitted. The Buyer hereby assigns to the Seller as security the Buyer's claim from the resale of the goods, which are subject to the retention of title, up to the amount of the Seller's total claim. The Seller accepts the assignment. Notwithstanding the assignment, the Buyer shall be entitled to collect the assigned claim against its customer as long as the Buyer fulfils its obligations towards the Seller and does not fall into insolvency. If these conditions are no longer met, the Buyer is obliged to inform its customer of the assignment to the Seller and to hand over to the Seller all documents and information that the Seller requires for its own collection of the claim.

(3) If the value of the securities existing for the Seller exceeds its claims by more than 20% in total, the Seller shall be obliged to release securities of the Seller's choice at the Buyer's request.

(4) The Buyer is obliged to inform the Seller without undue delay of all circumstances in connection with the retained title - resale and assignment of claims, combination, mixing, processing, collection of assigned claims, possible enforcement measures by third parties against the goods or claims that have taken their place, etc. - in each case. If the goods which are subject to retention of title are combined, mixed or processed with other goods not belonging to the Seller, the Seller shall be entitled to the resulting co-ownership share in the new item. If the Buyer acquires sole ownership of the new item, the contracting parties agree that the Buyer shall grant the Seller co-ownership of the new item in proportion to the value of the reserved goods. If the goods which are subject to the retention of title are resold together with other goods, whether or not combined, mixed or processed, the advance assignment agreed in paragraph (2) above shall only apply to the amount of the Seller's total claims.

(5) In the event of enforcement measures by third parties against the goods which are subject to retention of title or claims in their place, the Buyer undertakes to inform the Seller without undue delay and to provide the Seller with the documents and information necessary to pursue its rights free of charge.

(6) If the Buyer does not fulfil its payment obligation, the Seller is entitled to rescind the contract under the statutory conditions and to demand the return of the goods which are subject to retention of title.

§ 9 Export control

(1) The parties are mutually obliged to comply with all economic sanctions, export control regulations and import restrictions under applicable German and EU law; this also applies with regard to applicable US and other national law, insofar as this does not conflict with German or European legislation ("Applicable Foreign Trade Law").

(2) If an authorisation is required under the Applicable Foreign Trade Law for the conclusion of this contract or the provision of a service owed under this contract, the entire contract shall be subject to the condition precedent that such authorisation is granted.

(3) If the Seller has doubts regarding the validity of restrictions under the Applicable Foreign Trade Law, it may obtain legally binding information from the competent authorities to dispel these doubts (e.g. zero notice “Nullbescheid”). The Seller shall not be liable for delays caused by the fact that a required authorisation or official information is issued late despite an application being submitted within a reasonable period of time. Likewise, the Seller shall not be liable for delays arising in connection with official measures. The Seller is entitled but not obliged to take legal or out-of-court action against negative decisions by the competent authorities or, in the event of an unreasonably long duration of the official procedure, to seek legal protection from the courts.

(4) The parties shall support each other ("duty to cooperate"), in particular in the procurement of all information and documents necessary for the examination and compliance with the requirements and restrictions under the applicable foreign trade law (e.g. for the purpose of applying for licences/obtaining other information from authorities or for the fulfilment of information obligations).

(5) After delivery of the goods, the Buyer undertakes to comply with all requests of the Federal Office of Economics and Export Control (BAFA) within 14 days of transmission of the request, in particular to provide proof of delivery at its request.

(6) The Seller shall be entitled to refuse deliveries and services as soon as it has knowledge or reason to believe that the Buyer is in breach of the Applicable Foreign Trade Law. If the contract cannot be definitively fulfilled due to provisions of the Applicable Foreign Trade Law, either contracting party may rescind the contract in whole or in part without notice by written declaration to the other contracting party. In the event of rescission, the parties are mutually obliged to return services already received, unless this is not permitted under the Applicable Foreign Trade Law; beyond this, the Seller is not obliged to compensate for losses or damages.

(7) The Buyer shall indemnify the Seller against all costs or other losses (in particular third party claims, fines, immaterial damage) resulting from the Buyer's non-compliance with the Applicable Foreign Trade Law and the provisions of this § 9, unless the Buyer proves that it is not responsible for the violation.

§ 10 Place of fulfilment, place of jurisdiction, applicable law

(1) The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) The contractual language for our business relations is German.

(3) The place of fulfilment for all claims arising from this contract shall be the registered office of the Seller under the conditions specified in paragraph (4) below.

(4) The place of jurisdiction for all disputes arising from the contractual relationship as well as disputes concerning its creation and validity (including actions on bills of exchange and cheques) shall be the registered office of the Seller - insofar as the contractual partner is a merchant, a legal entity under public law or a special fund under public law.

§ 11 Partial invalidity

Should one of these terms and conditions be invalid for any reason, this shall not affect the validity of the remaining terms and conditions. The invalid provision shall be replaced by the statutory provisions.

SpanSet Jülicher Str. 49-51
52531 Übach-Palenberg
Tel.: +49 (0) 2451/4831-0
Fax (Sales) +49 (0) 2451/4831207
Fax (Purchasing) +49 (0) 2451/4831208

Tax number 21057470023
VAT ID No. DE 122489866
HRA 5030 Aachen

General partner: SpanSet Gesellschaft für Transportsysteme und Technische Bänder m.b.H.
HRB 9733 Aachen

Managing directors: David Ehnimb, Patrick Schulte, Andreas Höltkemeier

Bank details

UniCredit-HypoVereinsbank
Account no.: 3781 8380
Sort code: 370 200 90
IBAN: DE23 3702 0090 0037 8183 80
BIC: HYVEDEMM429

National-Bank Essen
Account: 5320 984
Sort code: 360 200 30
IBAN: DE75 3602 0030 0005 3209 84
BIC: NBAGDE3EXXX

Kreissparkasse Heinsberg
Account: 1925
Sort code: 31251220
IBAN: DE92312512200000001925
BIC: WELADED1ERK