General Terms and Conditions

The latest version of the general terms and conditions is always valid. The following terms of delivery and payment are an integral part of all delivery contracts of JORDAHL GmbH (Vendor). The terms extend to all following transactions even if no express inclusion is agreed.
Terms and conditions of the purchaser or a third party are not applicable, even if the Vendor does not expressly contradict their validity in individual cases. If the Vendor makes reference to a letter containing or referring to terms and conditions of the purchaser or a third party, this does not suggest any agreement to the validity of such terms and conditions.

§ 1 Subject matter of the contract
a ) The offers, plans, drawings and sketches of the Vendor are subject to change. The legal relationship between the Vendor and purchaser are solely governed by the purchase contract concluded in writing, and these terms of delivery and payment. These fully represent all agreements between the contracting partners on the subject matter of the contract. Verbal confirmations by the Vendor before concluding this contract are legally non-binding, and verbal agreements by the contracting parties are replaced by the written contract unless it is expressly stated therein that they will continue to be binding in each case.
b ) Errors in offers and invoices etc. – especially written errors – do not bind the Vendor and do not oblige them to give compensation. Liability for intent and gross negligence remains unaffected by this.
c ) Offers, plans, drawings and samples, and other copyrighted presentations may not be made accessible to third parties. The Vendor retains all property rights and copyrights.

§ 2 Prices and terms of payment
a) Prices apply ex-works Berlin or delivery warehouse, excluding packaging. The statutory VAT rate shall be applied to these prices. If the agreed prices are below the list prices of the Vendor and delivery will not be made until at least four months after the contract is concluded, the applicable list prices of the Vendor apply (in each case minus an agreed percentage or fixed discount). For invoice amounts below €150, a minimum supplement of €25 is charged. In the case of export deliveries, customs duties, fees, and other public charges may be incurred in addition.
b ) The purchase price shall be due for payment within 30 days from the invoice date without discount deduction. If the Vendor accepts cheques, this shall be subject to receipt minus disbursements at the value on the day on which the vendor is able to access the exchange value. For payments by cheque, the retention of title according to § 3 shall only expire upon final payment when due.
c ) In the event of default, the Vendor is entitled to charge the statutory default interest, but at least 9 % (above the base rate of the European Central Bank) p. a. Evidence of a deviating amount due to damage – where the statutory interest is not applicable – remains unaffected. If the purchaser is in default of payment, all claims by the Vendor, even if they are not yet due or deferred, shall become due immediately. This also applies in the event of cessation of payments or on submission of an application for the opening of insolvency proceedings. In the event of a default in payment, the Vendor is entitled to make further deliveries dependent on the settlement of open claims. In the case of default, the rebates and discounts granted are not applicable.
d ) If the payment conditions are not complied with, the Vendor can, in addition to all other rights, prohibit the further sale and processing of the goods supplied and cancel the direct debit authorisation according to § 3 paragraph e).
e) The Vendor is entitled to collateral of normal type and scope for their receivables even if they are conditional and limited.
f ) For sales in foreign currency, the purchaser shall bear the exchange risk from the date of the contract.

§ 3 Retention of title
a ) The goods supplied are the property of the Vendor until complete payment of the purchasing price and all other claims, including later claims, which the vendor acquires from the business relationship against the purchaser.
b ) The purchaser is only authorised and entitled to process or resell reserved goods over the course of a proper business transaction, and under the condition that the regulations according to paragraphs c ) and d ) are observed. The purchaser shall not be entitled to any other disposals of reserved goods and claims which they have either transferred to the Vendor, or which are still to be transferred.
c ) If the purchaser processes the goods supplied into a new item, this shall be done for the Vendor. An acquisition of ownership by the purchaser according to § 950 BGB (German Civil Code) is excluded. In the case of processing with other items not belonging to the Vendor, the Vendor acquires joint ownership of the new items as per the value ratio. The new item shall be deemed reserved goods.
d ) The purchaser shall hereby assign its claims arising from the resale of the reserved goods to the Vendor to the amount that corresponds to the value of the reserved goods. The value of the goods subject to retention of title in this sense represents the invoice value of the Vendor plus a security premium of 50 %. The same applies for other claims which replace the reserved goods or arise in regard to the reserved goods, e.g. insurance claims or claims in tort in case of loss or destruction.
e ) The Vendor authorises the purchaser, under reserve of revocation, to collect claims from reselling. The Vendor shall not make use of their own collection authority as long as the purchaser fulfils their payment obligations. On request, the purchaser shall name the debtors of the assigned claims and notify the Vendor of said assignments. The Vendor is hereby authorised to give the debtors notice of the assignment in the name of the purchaser.
f ) If the value of the securities granted to the Vendor exceeds the claims by more than 20 %, then the Vendor shall be obliged to reassign or release securities of a corresponding value at their discretion upon request by the purchaser.
g ) The purchaser must immediately inform the Vendor of any enforcement measures and other measures of third parties, which can limit the rights of the Vendor to the reserved goods or to assigned claims, and hand over the documents required for an intervention. In the event or attachment or other confiscations, the purchaser is obliged to inform the enforcement officers of the Vendor's owners and notify the Vendor of this within three days, sending a copy of the attachment record. The purchaser bears the costs for protecting the ownership rights of the Vendor.
h ) The regulations of this paragraph shall apply accordingly if the purchaser disposes of the goods instead of selling them within the framework of factory contracts or factory delivery contracts.

§ 4 Delivery periods and delivery dates
a ) The delivery periods begin with the date of the confirmation of the order by the Vendor. They apply subject to proper and timely self-delivery and are non-binding. Any regulation to the contrary shall only be deemed valid if the Vendor guarantees written and binding delivery periods. Delivery periods and delivery dates refer to the time of delivery ex-works or ex-warehouse.
b ) Delivery periods and delivery dates shall be extended by the period of time by which the purchaser is in default in respect of the Vendor, notwithstanding the rights of the Vendor resulting from the default.
c ) Compliance with the delivery periods requires an uninterrupted work process and an unhindered shipment and export access. Events of force majeure for which the Vendor is not responsible, including strikes, traffic, disruptions, shortage or transport, fuel oil, raw and auxiliary materials, disruption in operations of any kind in their own company or companies involved in the performance, as well as obstacles caused by official decrees making delivery difficult, release the Vendor from their delivery obligation for the duration of these factors without the purchaser being entitled to withdraw from the contract. As far as such events make delivery or service difficult or impossible for the Vendor and the obstruction is not only temporary, the Vendor is entitled to withdraw from the contract. For obstacles of a temporary duration, the delivery or service periods shall be extended or the delivery or service deadlines are postponed by the period of obstruction plus an appropriate lead time.
d ) If the Vendor falls into default, the purchaser can withdraw from the contract once a reasonable grace period set by the Vendor has expired providing that the goods have not been notified by the Vendor as ready for dispatch upon expiry of the period.

§ 5 Dispatch and transfer of risk
a ) Goods notified as ready for dispatch must be called off without delay.
b ) The goods shall be dispatched carriage unpaid ex-works Berlin or ex-warehouse unless otherwise arranged. Packaging costs are charged. Dispatch by mail shall be executed solely as a package or carriage paid mail item and postage costs shall be charged to the purchaser.
c ) Upon handover of goods to the shipper or freight carrier, at the latest upon departure from the factory or warehouse, the risk is transferred to the purchaser.
d ) If the dispatch or the handover is delayed as a result of circumstances for which the purchaser is responsible, then the risk transfers to the purchaser from the day on which the delivery item is ready for dispatch and the Vendor has notified the purchaser of this.
e ) Storage costs after transfer of risk are borne by the purchaser. For storage by the Vendor, the storage costs are 0.25 % of the invoice amount of the delivery items to be stored per full week of storage. The right to claim for or request proof of additional or lower storage costs remains reserved.

§ 6 Defects
a ) The warranty period shall be one year.
b ) The contractual condition of the goods is defined at the point they leave the factory or warehouse.
c ) Defects must be reported in writing to the Vendor without delay with the immediate cessation of any processing, at the latest within five days after receipt of the goods.
d ) If goods are defective, the Vendor gives warranty by improving and/or replacing them free of charge at their discretion (supplementary performance). As long as the Vendor fulfils their obligations of supplementary performance, the purchaser does not have the right to demand reduction of the payment or cancellation of the contract provided that the rectification of defects does not fail.

§ 7 Liability for compensation
a ) The Vendor's liability for compensation, irrespective of the legal grounds, in particular due to impossibility, default, defective or incorrect deliveries, breach of contract, infringement of duties during contract negotiations and/or tort, insofar as it is at fault in all cases, shall be restricted in accordance with this § 7.
b ) The Vendor shall not be liable in the event of simple negligence of their affiliates, legal representatives, employees or other vicarious agents insofar as this does not amount to an infringement of essential contractual obligations. Essential contractual obligations include the obligation for the timely delivery and installation of the delivery item, its freedom from defects which limit its operability or fitness for purpose more than only slightly, as well as consulting, protection and due care obligations, which are supposed to enable the contractual use of the delivery item by the purchaser or aim at the protection of life and limb of the employees of the purchaser or the protection of their ownership from considerable damage.
c ) To the extent that the Vendor is, in principle, liable for compensation under § 7 paragraph b), such liability shall be limited to damages which the Vendor has foreseen upon conclusion of the contract as a possible consequence of a contractual infringement or which they should have foreseen by applying due care and attention. Indirect loss and consequential damage due to defaults in the delivered item are also only liable for compensation if such damage can be typically expected and when the delivered item is used in conformity with its intended purpose.
d ) In the event of liability for simple negligence, the Vendor's obligation to compensate for property damage and other damages to assets resulting from that are limited to an amount of €20,000,000 damage event (corresponding to the current insurance coverage of product liability insurance or third party insurance), even if this is a case of infringement of obligations essential to the contract.
e ) The aforementioned exclusions and limitations of liability apply to the same extent in favour of the affiliates, legal representatives, employees and other vicarious agents of the Vendor.
f) Insofar as the Vendor provides technical information or acts as an advisor and this information or advice is not part of the contractually agreed scope of services owed by them, this is done free of charge and with the exclusion of any liability.
g ) The limitations of this § 7 do not apply to the Vendor's liability on account of deliberate actions, for guaranteed characteristics, on account of injury to life, limb or health or according to the product liability law.

§ 8 Place of performance, place of jurisdiction and set-off
a ) The place of performance and jurisdiction for both contractual parties shall be the head office of JORDAHL GmbH (Berlin) provided that the purchaser is a registered trader.
b ) Offsetting against counterclaims by the client is only permitted for claims which are undisputed or legally binding.

§ 9 Miscellaneous
a ) Additional quantities
The purchaser is obliged to accept incurred additional quantities of up to 10 % of the individual items at the contract price.
b ) Part deliveries
The Vendor is entitled to make part deliveries if
- the part delivery for the purchaser is applicable within the framework of the contractually intended purpose,
- the delivery of the remaining ordered goods is ensured and
- the purchaser does not incur any substantial additional expenses or any additional costs (unless the Vendor agrees to accept these costs).
c ) Application of German law
For all legal relations between the vendor and the purchaser, German law shall apply exclusively. The application of the UN sales law is excluded.
d ) Written form
There are no verbal collateral agreements. All agreements within the framework of the business relationship can only be agreed in writing. This also applies to the amendment of the written form requirement.
e ) Jurisdiction agreement
If the purchaser is a trader, a legal entity under public law or public special assets, or if they do not have a place of general jurisdiction in the Federal Republic of Germany, then the place of jurisdiction is Berlin for all and any disputes arising from the business relationship between the Vendor and the purchaser. Any mandatory provisions of applicable law providing for exclusive jurisdiction shall remain unaffected by this regulation.

JORDAHL GmbH, August 2015