Terms and Conditions

General Terms and Conditions (GTC) of Schreiber GmbH (09/2024)

1. Scope of application
1.1 These General Terms and Conditions (GTC) apply to all contracts, deliveries, and
other services between the Seller and its Buyers, both domestically and
internationally. They apply exclusively between merchants.
1.2 Deviating or supplementary terms and conditions of the buyer do not become part
of the contract unless the Seller has expressly agreed to their validity in writing. This
also applies if the Seller performs the services unconditionally with knowledge of
conflicting or differing terms and conditions from these General Terms and
Conditions.

2. Conclusion of Contract, Place of Performance, Delivery, and Acceptance
2.1 The Seller’s offers are non-binding and subject to change.
2.2 The contract is only concluded through the Seller’s written order confirmation.
2.3 The place of performance for all services arising from the delivery contract is the
location of the Seller’s commercial establishment.
2.4 The delivery of goods is performed at the Seller´s domestic plant. The Buyer
bears the shipping costs. The Buyer may choose the carrier. The goods are to be
shipped uninsured. A delivery notice may be agreed upon. Packaging costs for
special packaging are borne by the Buyer unless these are included in the Seller’s
offer.
2.5 The Seller is entitled to make partial deliveries. These must be announced in
advance of delivery.
2.6 If the Buyer fails to accept the goods in a timely manner due to the Buyer´s fault,
the Seller has the right, at his discretion, after setting a grace period of 12 calendar
days, to either invoice the goods immediately (arrears invoice), withdraw from the
contract, or claim damages.

3. Contract Content
3.1 Delivery times and dates are non-binding unless expressly agreed upon in writing
as binding.
3.2 All sales are concluded only for specific quantities, items, qualities, and fixed
prices. Both parties are bound by this. No commission transactions are being made.
3.3 Blanket orders (on call) are permitted and must be limited in time upon conclusion
of the contract. The acceptance period is 6 months. An extension of the acceptance
period to one year must be expressly agreed upon in writing.

4. Force Majeure
4.1 In the event of force majeure, labor disputes for which neither party is
responsible, and other operational disruptions for which neither party is at fault,
lasting or expected to last longer than one week, the delivery or acceptance period
shall be extended automatically by the duration of the hindrance, but no longer than 5
weeks. The extension only applies if the other party is promptly informed of the
reason for the hindrance as soon as it becomes foreseeable that the delivery or
acceptance period cannot be met.
4.2 If delivery or acceptance does not take place within the extended delivery or
acceptance period mentioned in clause 4.1, either party may withdraw from the
contract after setting a grace period of 12 calendar days.
4.3 Claims for damages are excluded in the cases of clause 4.1 if the respective
party has complied with its obligations under clause 4.1.

5. Additional Delivery Period
5.1 After the delivery period has expired, an additional delivery period of 12 calendar
days is automatically set in course without further notice. After this period, the Buyer
may withdraw from the contract by written declaration. If the Buyer intends to claim
damages instead of performance, the Buyer must set a 4-week period in writing to
the Seller after the agreed delivery period has expired. The statutory provisions
regarding the necessity of setting a deadline (Article 281(2), Article 323(2) of the
German Civil Code) remain unaffected.
5.2 For ready-to-ship stock items and NOS items (“Never-out-of-Stock”), the
additional delivery period is 5 working days. In the event of non-delivery, the Buyer
must be informed immediately. Otherwise, the provisions of clause 5.1 apply.
5.3 Before the expiration of the additional delivery period, the buyer’s claims due to
delayed delivery are excluded unless Article 7 hereunder, clause 2 and 3 apply.
6. Warranty
6.1 Complaints about open defects must be sent to the Seller no later than 15
calendar days after receipt of the goods. Hidden defects must be reported to the
Seller immediately after their discovery.
6.2 After cutting or other processing of the delivered goods has begun, any complaint
about open defects is excluded.
6.3 Minor, technically unavoidable deviations in quality, color, width, and weight do
not constitute defects. This also applies to deviations that are customary in the trade.
6.4 In the case of justified complaints, the Buyer has the right, at the Seller’s
discretion, to rectification or delivery of defect-free replacement goods within a period
of 4 weeks after the goods have been returned to the Seller. In this case, the Seller
bears the freight costs. If the rectification fails, the Buyer only has the right to reduce
the purchase price or withdraw from the contract, provided that Article 7 hereunder,
clause 2 and 3 do not apply.
6.5 If the complaint is not made in due time, the goods are considered as approved.

7. Damages
7.1 The Buyer’s claims for damages are excluded unless otherwise stipulated in
these conditions.
7.2 The exclusion of damages under clause 7.1, does not apply if liability arises
under the Product Liability Act, in cases of intent, gross negligence by owners, legal
representatives, and senior executives, in cases of fraud, non-compliance with a
guaranteed warranty, in cases of culpable injury to life, body, or health, or in cases of
culpable breach of essential contractual obligations; essential contractual obligations
are those whose fulfilment characterize the contract and on which the buyer can rely.
A claim for damages due to the breach of essential contractual obligations is,
however, limited to the typical and foreseeable damage, provided no other case
mentioned in clause 7.1 applies.
7.3 The above provisions do not imply a shift in the burden of proof to the detriment
of the buyer.

8. Payment
8.1 The invoice is issued on the day of delivery or provision of the goods. A
postponement of the due date is fundamentally excluded.
8.2 Invoices are payable immediately unless expressly agreed otherwise.
8.3 Payments are always used to settle the oldest due debt items plus the accrued
default interest.
8.4 The timeliness of payment is determined by the final credit on the Seller’s
account.

9. Payment after Due Date
9.1 In the event of late payment, interest is charged at 9 percentage points above the
respective base interest rate as defined by Article 247 of the German Civil Code.
Otherwise, Article 288 of the German Civil Code applies.
9.2 Before full payment of due invoice amounts, including interest, the Seller is not
obliged to make any further deliveries under existing delivery contracts. The right to
assert default damages remains unimpaired.
9.3 In the event of a significant deterioration in the Buyer’s financial circumstances,
such as impending insolvency or payment default, the Seller may refuse to perform
its obligations under all delivery contracts based on the same legal relationship or,
after setting a grace period of 12 calendar days, withdraw from these delivery
contracts. Article 321 of the German Civil Code applies. Article 119 of the German
Insolvency Code remains unaffected.

10. Set-off and Retention
Offsetting and withholding of due invoice amounts by the Buyer are only permitted
with undisputed or legally established claims unless in regards to claims for damages
closely related to the Buyer’s claim for defect-free contract fulfillment.

11. Retention of Title
11.1 The goods shall remain the property of the Seller until full payment of all
receivables for the delivery of goods arising from the business relationship with
Seller, including ancillary claims, damages as well as payment of cheques and bills of
exchange. The right of retention of title shall remain even if individual claims of the
Seller are included in an open account and the balance is drawn and recognized.
11. 2 If the Buyer processes, mixes or combines the goods under retention of title
into a new movable good, this shall be done for the Seller, without any liability to the
Seller. By combining, mixing or processing the goods, the Buyer does not acquire
ownership of the new item according to sections 947 ff. of the German Civil Code. By
combining, mixing or processing the goods under retention of title with items that do
not belong to the Seller, the Seller acquires a joint ownership right in the new item
according to the invoice value of his right of retention in proportion to the total value
of the new item.
11.3 If a central settlement agency, which assumes the accounts receivable risk is
involved in the business relationship between the Seller and Buyer, the Seller shall
transfer ownership of the claim upon dispatch of the goods to the central settlement
agency under the suspensive condition of payment of the invoice by the central
settlement agency. The Buyer is only released from his payment obligation upon
payment by the central settlement agency.
11.4 The Buyer may resell or further process the goods only under the following
conditions:
a) The Buyer may sell or process the goods under retention of title in the ordinary
course of business, provided that his financial situation does not subsequently
significantly deteriorate.
b) The Buyer hereby assigns any claim with all ancillary rights arising from the resale
of the goods under retention of title – including any open balance claims – to the
Seller. The Seller accepts this assignment.
c) If the goods were combined, mixed or processed and the Seller has acquired joint
ownership in the amount of the invoiced value, then he shall be entitled to the
purchase price in proportion to the value of his invoiced right to the goods.
d) If the Buyer has sold the claim to a factor, the Buyer assigns the claim against the
factor which replaces the original claim to the Seller and transfers the proceeds to the
Seller in proportion to the value of the Seller´s right. The Buyer is obliged to disclose
the assignment to the factor if it is more than 10 days overdue with an invoice or if his
financial situation deteriorates significantly. The Seller accepts this assignment.
e) As long as the Buyer meets his payment obligations, he is authorized to collect
upon the receivables which have been assigned pursuant to the retention of title
clause. The right to collect upon these claims expires in case of payment default by
the Buyer or in case of a significant deterioration of the financial situation of the
Buyer. In this case the Seller is authorized by the Buyer to inform the customers of
the Buyer of the assignment and the ownership of the seller in the accounts
receivable. To enable the Seller to collect upon the assigned claims, the Buyer must
provide the necessary information and allow verification of the information. More
particularly, the Buyer must provide the Seller with a detailed list of all outstanding
claims which have been assigned by reason of the retention of title right with the
names and addresses of the customers, the amount of each claim, invoice date, etc.
11.5 If the value of the existing security provided to the Seller by reason of the
extended retention of title claims exceeds the total amount of the seller’s claims by
more than 10%, the Seller must proportionally release securities at his discretion
upon the Buyer’s request.
11.6 The assigned claims may not be pledged as security interest and the claims
may not be is transferred. In the event of a seizure or an attachment, the Buyer must
immediately inform the Seller of the name of the creditor who has executed the
attachment or seizure.
11.7 If, in the exercise of his retention of title, the Seller demands the delivered items
back, this shall not automatically be deemed as a withdrawal from the contract. The
Seller is free to sell the returned goods subject to the retention of title by means of a
private sale.
11.8 The Buyer shall store the goods under retention of title for the Seller free of
charge. He shall insure them against standard risks, such as fire, theft and water
damage within the usual scope. The Buyer hereby assigns his claims for damages
against insurance companies or third parties because of the realization of the
aforementioned rights in the invoiced amount of the retained goods to the Seller. The
Seller accepts the assignment.

12. Applicable Law and Place of Jurisdiction
12.1 The Law of the Federal Republic of Germany applies, excluding the United
Nations Convention on Contracts for the International Sale of Goods (CISG) and the
provisions of International Private Law.
12.2 The place of jurisdiction for all disputes which are connected to this contract is at
the seat of the Seller, or at the Seller´s discretion, at the place of business of the
Buyer.

13. Export controls and sanctions
13.1. The Buyer undertakes to comply with all applicable export control laws and
regulations, including US, European and national export regulations.
13.2 The Buyer will not export any of the Seller’s goods to countries or persons
subject to an embargo or other sanction measures.

14. Final Provisions
14.1 The invalidity of individual provisions of this contract or these General Terms
and Conditions does not affect the validity of the remaining provisions. In place of the
invalid provision, a valid provision that comes closest to the intended economic
purpose shall apply.
14.2 Changes and additions to these Terms and Conditions must be made in writing.
This also applies to changes to this written form requirement.