II. Prices

1. The prices are ex works or warehouse plus freight and VAT.

2. If taxes or other third-party costs included in the agreed price change later than four weeks after the conclusion of the contract, or if they arise again, we are entitled to a price change to the appropriate extent.

3. We reserve the right to increase the agreed price for quantities not yet delivered if, due to a change in the raw material and/or the economic situation, circumstances arise which make the manufacture and/or purchase of the relevant product significantly more expensive than at the time the price was agreed. In this case, the customer can cancel the orders affected by the price increase within four weeks of notification.

1. Unless otherwise agreed or specified in our invoices, the purchase price is due without deduction within 10 days of the invoice date and must be paid in such a way that we can dispose of the amount on the due date. The buyer is only entitled to a right of retention and an authorization to set off insofar as his counterclaims are undisputed or have been legally established.

2. The buyer can only offset undisputed or legally established claims. Payments are deemed to have been made when the payment amount has been credited to QuickTile GmbH’s bank account. The buyer/customer bears all bank charges and other costs and expenses associated with the payment.

3. If the buyer defaults on payment, default interest of 9 percentage points above the respective base interest rate (§§ 247, 288 BGB) is to be paid. The assertion of further damages remains reserved. QuickTile GmbH can assert rights to refuse performance until full payment has been made.

4. If, after the conclusion of the contract, it becomes apparent that our payment claim is at risk due to the buyer’s inability to pay, or if other circumstances arise that indicate a significant deterioration in the buyer’s ability to pay, we can refuse agreed advance payments and exercise the rights under Section 321 of the German Civil Code. In such cases, we can also call in all claims from the current business relationship with the buyer that are not yet statute-barred. If the contract is withdrawn for the aforementioned reasons, we are entitled, without prejudice to other claims, to demand a contractual penalty of 5% of the order total leading to the withdrawal.

5. Claims assigned to us by the buyer against his insurers or other debtors are made exclusively on account of performance.

6. Bills of exchange and checks are only accepted by agreement and only on account of performance and provided that they can be discounted. Discount charges are calculated from the due date of the invoice amount. A guarantee for the timely submission of bills of exchange and checks and for the raising of bill protests is excluded.

7. If we undisputedly delivered partially faulty goods, the buyer is still obliged to pay for the faultless part, unless the partial delivery is of no interest to him.

1. Our delivery obligation is subject to correct and timely self-delivery, unless we are responsible for the incorrect or delayed self-delivery.

2. Delivery times are approximate. Delivery periods begin on the date of our order confirmation and only apply if all details of the order have been clarified in good time and all of the buyer’s obligations have been fulfilled in good time, e.g. B. Provision of all official certificates, provision of letters of credit and guarantees or payment of down payments.
   

3. The time of dispatch ex works or warehouse is decisive for compliance with delivery times and dates. They are deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.

4. Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up time. This also applies if such events occur during an existing delay. Force majeure includes monetary, commercial and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine or roller breakage, shortage of raw materials or energy), obstruction to transport routes, delays in import/customs clearance and all other circumstances which make deliveries significantly more difficult or impossible through no fault of our own. It is irrelevant whether these circumstances occur with us, the delivery plant or a sub-supplier. If the execution of the contract becomes unreasonable for one of the contracting parties due to the aforementioned events, in particular if the execution of the contract is delayed in essential parts by more than 6 months, this party can withdraw from the contract.

5. If the buyer provides materials to carry out an order, these must be fully suitable in terms of type and quality for carrying out the order. If the buyer does not provide the materials required for the proper execution of the order in good time at the time specified by us, the buyer must bear all disadvantages resulting from the non-fulfilment of this obligation. If the buyer does not meet his obligation to provide the goods properly, we are entitled, after setting and unsuccessfully expiring a reasonable grace period, to demand compensation and to withdraw from the contract.

6. Our deliveries are ex works (“exw” according to Incoterms 2000)

7. In the event that, in addition to the delivery of the products, we also carry out the laying or processing at the client/customer in accordance with the order acceptance of the work takes place on the day of completion. If the completion date as such is not agreed in writing, we must notify you three days in advance. Acceptance is deemed to have taken place no later than the 10th day after the notification of completion has been sent.

1. We reserve title to the delivered item until all claims arising from the delivery contract have been paid in full. We are entitled to take back the purchased item if the buyer behaves in breach of contract.

2. The buyer is obliged, as long as ownership has not yet passed to him, to treat the purchased item with care. As long as ownership has not yet passed, the buyer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the buyer is liable for the loss incurred by us. The buyer is entitled to resell the reserved goods in normal business transactions.

3. The buyer assigns to us the claims of the customer from the resale of the reserved goods in the amount of the invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The buyer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.

4. The treatment and processing or transformation of the purchased item by the buyer is always carried out in our name and on our behalf. In this case, the buyer’s prospective right to the purchased item continues with the transformed item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the buyer’s item is to be regarded as the main item, it is agreed that the buyer transfers proportionate co-ownership to us and keeps the resulting sole ownership or co-ownership safe for us. To secure our claims against the buyer, the buyer also assigns to us such claims that accrue to him against a third party as a result of the combination of the reserved goods with real estate; we already accept this assignment.

5. We undertake to release the securities to which we are entitled at the request of the buyer if their value exceeds the claims to be secured by more than 20%

The buyer grants us a contractual right of lien on the items that have come into our possession for all claims arising from the business relationship. The contractual right of lien can also be asserted due to claims from work carried out earlier, replacement deliveries and other services.

VII. Grades, dimensions and weights

1. Types and dimensions are determined according to the agreed standards, in the absence of an agreement according to the standards applicable at the time of conclusion of the contract, in the absence of such according to commercial practice, references to standards or their components such as e.g. B. Material sheets, test certificates and test standards as well as information on types, dimensions, weights and usability are no assurances or guarantees, nor are declarations of conformity, manufacturer declarations and corresponding labels.

2. With regard to the primary material we process (in particular ceramics, etc.), the DIN standards and quality standards and yardsticks specified by the supplier of the primary material apply exclusively.

3. The weighing carried out by us or our pre-supplier is decisive for the weights. We are entitled to determine the weight without weighing according to the standard (theoretical) plus 21⁄2% (commercial weight). Numbers of pieces, number of bundles, etc. specified in the shipping notification are non-binding for goods calculated by weight. If an individual weighing does not usually take place, the total weight of the shipment applies. Differences compared to the calculated individual weights are distributed proportionately to these.

1. If acceptance has been agreed, it can only take place immediately after notification of readiness for acceptance. The buyer bears the personal acceptance costs, the factual acceptance costs are calculated according to our price list.

2. If the acceptance does not take place through no fault of our own, not on time or not completely, we are entitled to send the goods without acceptance or to store them at the expense and risk of the buyer and to charge him. Dispatch, transfer of risk, packaging, partial deliveries 2.1. We determine the shipping route and means as well as the forwarding agent and carrier. 2.2. If the transport on the intended route or to the intended place in the intended time becomes impossible through no fault of our own or significantly more difficult, we are entitled to deliver by a different route or to a different location; the emerging ones The buyer bears the additional costs. The buyer will be given the opportunity to comment beforehand.

3. When the goods are handed over to a forwarding agent or carrier, but at the latest when they leave the warehouse or the delivery plant, the The risk, including that of confiscation of the goods, passes to the buyer in all transactions, including postage paid and free delivery. For We only take care of insurance on the instructions and at the expense of the buyer. The obligation and costs of unloading are borne by the buyer.

4. The goods are delivered unpackaged and not protected against rust. If customary in the trade, we deliver packed. In our experience, we provide packaging, protective and/or transport aids at the expense of the buyer. They will be taken back at our warehouse, We do not bear the costs of the buyer for the return transport or for their own disposal of the packaging.

5. We are entitled to partial deliveries to a reasonable extent. We are entitled to reasonably exceed or fall short of the agreed delivery quantities. The indication of an “approximate” quantity entitles us to exceed or fall short and to calculate accordingly by up to 10%.

1. In the case of call orders, goods that have been reported as ready for dispatch must be called off immediately, otherwise we are entitled, after a reminder, to dispatch them at the expense and risk of the buyer at our discretion or to store them at our discretion and invoice them immediately.

2. In the case of contracts with continuous delivery, call-offs and type classification for approximately the same monthly quantities are to be given to us; otherwise we are entitled to make the determinations ourselves at our reasonable discretion.

3. If the individual call-offs in total exceed the contractual quantity, we are entitled, but not obliged, to deliver the excess quantity. We can calculate the additional quantity at the prices valid at the time of call or delivery.

4. If a binding order quantity has not been agreed, we base our calculation on the non-binding order quantity (target quantity) expected by the buyer for a certain period of time. If the buyer purchases less than the target quantity, we are entitled to increase the unit price appropriately.

5. Open-ended contracts can be terminated with a notice period of 6 months.

6.  

1. For all material and legal defects that existed at the time of the transfer of risk, the statutory provisions on rights in the event of defects apply with the following deviations:

2. The limitation period for rights in the event of defects is one year from delivery for purchase contracts and one year from acceptance for work contracts. The limitation period for replacement parts or improvements is three months, but not before the limitation period for the delivery item has expired.

3. The buyer’s warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to § 377 HGB. If, despite all due care, the delivered goods show a defect that was already present at the time of the transfer of risk, we will repair the goods, subject to timely notification of defects, at our discretion or deliver replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period of time.

4. A self-performance or substitute performance according to § 637 BGB is excluded.

5. If the supplementary performance fails, the purchaser can – without prejudice to any claims for damages – withdraw from the contract or reduce the payment.

6. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable building ground or arise due to special external influences that are not required under the contract. If the customer or third parties carry out improper repair work or changes, there are also no claims for defects for these and the resulting consequences.

7. If the goods have already been resold, processed or redesigned, the buyer is only entitled to the right of reduction.

8. Claims by the buyer for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the goods delivered by us were subsequently taken to a location other than the buyer’s branch has been made, unless the shipment corresponds to its intended use.

9. If we have to deliver according to the buyer’s drawings, specifications, samples, etc., the buyer assumes the risk of suitability for the intended purpose.

10. The materials we process, in particular the joint material, can show discoloration if used and cleaned improperly, which does not impair the function. This joint discoloration does not represent a defect and does not trigger any warranty rights.

11. Recourse claims of the customer against us only exist insofar as the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Paragraph 1.7. also applies accordingly to the scope of the customer’s right of recourse against the supplier.

1. 1. We are only liable for violations of contractual and non-contractual obligations, in particular impossibility, default, culpa in contrahendo and tortious acts – also for our executive employees and other vicarious agents – in cases of intent and gross negligence, limited to the foreseeable contract-typical at the time of conclusion of the contract Damage.

   2. These limitations do not apply in the case of a culpable violation of essential contractual obligations, insofar as the achievement of the purpose of the contract is endangered and the damage is a damage that is typical for the contract that was foreseeable at the time the contract was concluded, in cases of mandatory liability under the Product Liability Act, in the case of damage to life or limb and health and not even if and to the extent that we have fraudulently concealed defects in the item or have guaranteed their absence. In these cases, the statutory statute of limitations applies. For the rest, claims for damages become time-barred one year after the buyer has become aware of the origin of the claim, but no later than 3 years after the occurrence of the damage. The rules on the burden of proof remain unaffected.

   3. Any liability on the part of QuickTile GmbH for damage resulting from injury to life, limb or health, from the written acceptance of a guarantee or a procurement risk and under the Product Liability Act remains unaffected.

1. 1. The place of performance for our deliveries is our company headquarters. The place of jurisdiction is our choice of the registered office of our company or the registered office of the buyer.

   2. German law applies exclusively to all legal relationships between us and the buyer in addition to these conditions (to the exclusion of the IPRG and other conflict of law rules). The provisions of the Convention of April 11, 1980 on Contracts for the International Sale of Goods (CISG) do not apply.

   3. Should a provision of these General Terms and Conditions of Delivery and Payment be or become invalid, this shall not affect the validity of the remaining conditions.

Status: 07/2015