Terms and Conditions | General Terms and Conditions NIRONIT Edelstahl GmbH & Co. KG

I. General, scope

1. These general terms and conditions (“GTC”) apply exclusively to all our contracts, deliveries and services and advice and other ancillary services. In the online shop, the customer confirms the validity of the terms and conditions before completing their order by clicking on the appropriate button. These terms and conditions also apply to all future transactions, even if we do not expressly rely on them - in particular when ordering by telephone. Acceptance of the goods delivered or processed by us or receipt of the service provided by us is in any case considered acceptance of these terms and conditions. Differing agreements or additions are only binding if they are confirmed by us in writing. Any conflicting purchasing conditions of the customer are not valid, even if they are not expressly contradicted in writing.

2. These terms and conditions apply only to entrepreneurs within the meaning of § 14 BGB. The offer of our online shop is also aimed exclusively at entrepreneurs within the meaning of § 14 BGB. The use of the online shop is only possible after the customer has been approved by us for this purpose. There is no sale to consumers within the meaning of § 13 BGB.

II. Offer, Conclusion of Contract, Subject of Contract

1. Our offers are subject to change. Cost estimates and consultations are generally non-binding. Verbal agreements must be made in writing in order to be effective. The documents accompanying the offer, such as illustrations, drawings, weight and dimensions, etc. are only approximate if they are not expressly described as binding by us. The offers with all facilities remain our property. They may not be made available to third parties without our express written consent and must be returned to us upon request if a contract is not concluded. The customer is liable for all damage arising from the transfer to third parties for which he is responsible. The following applies to the online shop differently: The presentation of the goods in the online shop does not yet represent a binding offer from us. The customer submits a binding offer to conclude a purchase contract for the goods in the customer's shopping cart by clicking on the “Order with obligation to pay” button. First, the customer places the selected goods in the shopping cart. In the subsequent step, the ordering process begins, in which all data required for order processing is collected. All information provided is displayed to the customer and can be viewed and corrected if necessary before sending the order. You can make a change using the “Remove” or “Change number” button. In addition, the customer can change information provided by linking the individual order data fields and the back function. At the end of the ordering process, a summary of the order and contract data appears. In addition, the customer must confirm the validity of these terms and conditions. Only after confirmation of this data does the customer submit the above-mentioned binding offer to conclude a purchase contract for the goods in the shopping cart by clicking on the “Order subject to payment” button. We will immediately confirm receipt of the order to the customer in text form (email). This confirmation of receipt does not yet represent an acceptance of the offer, but simply documents that we have received the order. The contract is only concluded with our order or shipping confirmation in text form or with delivery of the goods. We are entitled to accept the contract offer contained in the order within 5 working days. It is considered an acceptance if we deliver the ordered goods within this period. After this period, the customer is no longer bound to his offer. We usually let the customer know when we reject an offer.

2. If payment is made in advance, the contract is already concluded with a payment instruction from the customer, in deviation from Section II.1. The condition for an effective conclusion of the contract is always that the order process is completed when the order is sent. The conclusion of the contract is subject to the fact that the goods are in stock or available.

3. If the quantity to be delivered is stated in the order confirmation as “approx.”, “kg eff.” or a comparable clause, or if a quantity variance is standard in the trade and reasonable for the customer, a deviation within a tolerance of 10% is permitted and is considered to have been contractually agreed. In the event of a corresponding deviation, the customer owes payment for the quantity actually delivered.

4. The subject of the contract is exclusively the delivery item with the properties and features in accordance with the order confirmation or, when ordering from the online shop, the description there. In addition, public statements, promotions or advertising do not represent an indication of the quality of the goods in accordance with the contract. Other or more extensive features or features or a specific purpose of use are only agreed upon if we expressly confirm this in writing.

5. Commercial confirmation letters are sent electronically. A paper order confirmation letter can be provided upon written customer request.

6. Declarations, assurances, ancillary agreements and amendments to a contract are only effective if they have been confirmed by us in writing. The electronic form is the same as the written form.

7. For orders within the Federal Republic of Germany and Austria, the contract is concluded in German and in English in the remaining countries.

8. If the customer orders the goods from the online shop, the contract text (consisting of the customer's order, terms and conditions and order confirmation) will be stored by us in compliance with data protection and sent to the customer by e-mail.

III. Prices

1. Our prices are net ex works or warehouse without discount or other discount and plus packaging, freight and insurance as well as sales tax, insofar as this applies. The prices shown in the online shop are net prices and exclude sales tax, insofar as this applies and nothing else is stated. The sales tax is stated separately in the online shop.

2. The customer bears the costs of handing over the delivery item, its acceptance and shipping it to a location other than the place of fulfilment. In the online shop, the customer is shown the possible shipping methods and the associated packaging, shipping, freight and insurance costs.

IV. Payment

1. Payments must be made to our paying agent within ten working days after invoicing without deduction. In the online shop, the payment methods shown to the customer are available. These may vary from customer to customer. If the customer is granted payment on account and the customer chooses this, sentence 1 applies mutatis mutandis.

2. The customer is only entitled to a set-off right or a right of withholding to the extent that his due counterclaims are undisputed or have been legally established.

3. The receipt of checks and duly taxed bills of exchange requires a separate agreement and is made exclusively for payment. Only redemption counts as payment. This payment method is not available in the online shop.

4. An agreed cash discount or other discount only ever relates to the invoice value excluding packaging, freight and insurance and requires full settlement of all liabilities due by the customer at the time of the discount.

5. If, after conclusion of the contract, in particular as a result of a refusal of coverage from our commercial credit insurer, it becomes apparent that our claim to the consideration under this or from other contracts with the customer is jeopardized by his lack of performance, we are entitled to the rights arising from the plea of uncertainty in accordance with Section 321 BGB. We are then also entitled to pay all unlimited claims arising from the ongoing business relationship with the customer and to issue an advance invoice in the amount of the full order value.

6. If payment dates are exceeded, we charge default interest at the statutory rate and the lump sum in accordance with Section 288 (5) BGB. We reserve the right to claim further damages caused by delay.

7. The invoice is sent to the customer in text form (email). A paper invoice can be provided upon written customer request.

V. Delivery time

1. Delivery times apply from the date of order confirmation, but only on condition that all obligations of the customer have been fulfilled in good time, such as provision of documents, permits to be obtained by the customer, the provision of letters of credit and guarantees or the payment of down payments or, if advance payment has been agreed, in full. In the online shop, delivery times are shown for each product. These may vary from customer to customer.

2. The time of dispatch from the factory or warehouse is decisive for compliance with delivery times. The delivery time is considered met upon notification of readiness for dispatch, even if the delivery item is not sent on time, unless we are responsible for this.

3. Our delivery obligation is subject to correct and timely self-delivery, unless we are responsible for incorrect or delayed self-delivery. In the event of unavailability of the delivery item, we will immediately inform the client and, in the event of withdrawal, immediately refund the corresponding consideration from the customer.

4. Events of force majeure entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up time. This applies even if such events occur during an existing delay. Force majeure is equivalent to sovereign measures, strikes and lockouts and other operational disruptions for which we are not responsible and which make delivery significantly more difficult or impossible. We must immediately notify the customer of the occurrence of such an obstacle. If the aforementioned event lasts longer than three months or if, as a result of the aforementioned events, the execution of the contract becomes unreasonable for one of the contracting parties, that party may withdraw from the contract.

VI. Shipping/delivery terms

1. If the customer requests that the goods be shipped to a location other than the place of fulfilment, they will be shipped to the delivery address specified by the customer, namely by “free curbside”, i.e. to the public curb closest to the delivery address, unless the shipping information states otherwise.

2. Unless otherwise agreed, we deliver unpackaged. If the customer requires the delivery item to be packaged, we will do so based on our experience and with our own usual care at the customer's expense. If the customer has given special instructions for the type of packaging or dispatch, we do not have to verify their suitability.

3. The delivery item will only be insured against transport damage upon request and at the expense of the customer.

4. If we incur additional costs as a result of providing an incorrect delivery address or an incorrect addressee or due to other circumstances that lead to unsuccessful delivery, the customer must reimburse them, unless the customer is not responsible for the incorrect information or the circumstances. The same applies in the event that the customer was temporarily prevented from accepting the service, unless we have given him appropriate notice of delivery in advance.

5. If, at the customer's request, we ship the delivery item to a location other than the place of fulfilment, the risk is transferred to the customer as soon as we have delivered the delivery item to the freight forwarder, the carrier or the person otherwise designated to carry out the shipment. If shipping is delayed due to circumstances for which the customer is responsible, the risk is transferred to the customer as soon as the readiness for shipment is notified.

VII. Retention of title

1. All delivered goods remain our property (reserved goods) until all our claims have been settled by the customer, in particular the respective balance claims to which we are entitled in the context of the business relationship with a current invoice (balance reservation), and the claims that are established unilaterally by an insolvency administrator by way of a performance choice. This also applies to future or conditional claims and also when payments are made for specially identified claims. The balance reservation expires definitively upon settlement of all claims outstanding at the time of payment and covered by this reserve of balance.

2. The reserved goods are processed or processed for us as the manufacturer within the meaning of Section 950 BGB without obliging us to do so. The processed and processed goods are considered reserved goods within the meaning of paragraph 1. If the reserved goods are processed, combined or mixed by the customer with other goods not belonging to us, we shall have joint ownership of the new item in proportion of the invoice value of the reserved goods at the time of delivery to the value of the other goods used at the time of processing. If the reserved goods are combined or mixed with other items and another item is to be regarded as the main item within the meaning of Section 947 BGB, it is already agreed that a co-ownership share in proportion of the invoice value of the reserved goods to the value of the other items used will be transferred to us and the customer will also store the item for us free of charge. Our co-ownership rights are considered reserved goods within the meaning of paragraph 1. In case of doubt, the value of the other goods used is their invoice value.

3. The customer may only sell our property in the ordinary course of business under his normal terms and conditions, provided that the claims arising from the resale are transferred to us in accordance with paragraph 5. The customer is not entitled to dispose of the reserved goods in any other way.

4. The customer must immediately inform us of any seizure or other impairment by third parties. The customer bears all costs required to cancel access or return the reserved goods, unless they are replaced by third parties.

5. The claims arising from the resale of the reserved goods, together with all securities that the customer acquires for the claims, are already assigned to us. They serve as security to the same extent as the reserved goods themselves. Assignment to third parties is prohibited. If the reserved goods are sold by the customer together with other goods not belonging to us, the claim arising from the resale is assigned to us in the ratio of the invoice value of the reserved goods to the value of the other sold goods. When selling goods in which we have co-ownership shares in accordance with paragraph 2, a share corresponding to our co-ownership share is assigned to us. If the reserved goods are used by the customer to fulfill a work contract, the claim arising from the work contract will be assigned to us in advance to the same extent.

6. The customer is entitled to collect receivables from the resale. The customer must keep the collected amounts separately and pay them to us immediately. This collection authorization expires in the event of our withdrawal, but at the latest in the event of late payment, failure to redeem a bill of exchange or an application for the opening of insolvency proceedings. We will only make use of our right of withdrawal if, after conclusion of the contract, it becomes apparent that our claim for consideration under this or from other contracts with the customer is jeopardized by the customer's lack of performance. At our request, the customer is obliged to immediately inform his customers of the assignment to us and to provide the documents and information required for collection.

7. With the revocation of the collection authorization, the customer's right to resell and to process the reserved goods and to combine and mix them with other goods ends at the same time. Insofar as the reserved goods are still with the customer, the customer must provide us with access to the goods.

8. If the realizable value of the securities we have exceeds the nominal value of our receivables, including ancillary claims, by more than 10% in total, we must release securities of our choice at the customer's request.

9. The customer must store the reserved goods for us. On request, we must be able to inventory and adequately identify the reserved goods at the place of storage.

VIII. Contract work

1. In the case of contracts for contract work, the requirements and implementing regulations made in the order accepted by us are decisive. Changes are only effective with our express written consent. As a rule, binding promises regarding the work results cannot be made for technical reasons.

2. The customer must ensure that the execution of contract work by us in accordance with his instructions does not infringe any domestic and foreign property rights of third parties, in particular copyright, patent, trademark or utility model rights. If a third party claims against us that he is entitled to an infringement of an intellectual property right, the customer must indemnify us from any asserted claims upon first request.

3. The customer must provide us with the raw material on which we are to carry out the commissioned contract work at our own expense. The risk of loss or deterioration of the raw material is only transferred to us when the material reaches our warehouse. The return transport to the customer or to a recipient named by the customer is also carried out at the customer's expense and risk. We only bear the risk until it is handed over to the freight forwarder.

4. The initial material provided to us must be accompanied by all information required for processing. These must comply with the agreed conditions. If we notice a deviation from the agreed terms, we are entitled to refuse to execute the order until it has been clarified with the customer on the basis of which information the order is to be executed.

5. We only check the quantity of raw material received from us. There is no further entrance examination.

6. We are entitled to a lien on the raw material provided to us and the workpieces made from it by us. The lien serves to secure all claims we are entitled to from the business relationship with the customer.

7. Since material losses are to be expected due to procedural reasons, specifications made by the customer with regard to the output quantity are only binding if we expressly confirm them in writing. This confirmation is usually made in a declaration that includes the quantity of raw materials received, the minimum quantity to be distributed and, if applicable, any agreed price premium for this purpose. The same applies to changes in the agreed quantities. In any case, the customer bears the costs of changes. If no such confirmation has been made, the customer cannot assert warranty claims against us due to material losses due to procedural losses and a resulting lower output quantity.

8. If the raw material provided by the customer is defective or if the material processed by us is not used by the customer in accordance with its characteristics, the customer cannot assert any warranty or compensation claims against us.

9. The liability provisions of Section X remain unaffected by all provisions of this Section VIII.

IX. Warranty

1. The customer's rights in the event of a defect are governed by the following, in addition to the relevant legal provisions.

2. In any case, a defect must be reported to us in writing before the warranty period expires. In the event of complaints, the customer must immediately give us the opportunity to check; upon request, the complained goods or a sample of them must be made available to us at our own expense.

3. The following applies to purchase contracts for goods: In the event of justified and timely complaint of defects (Section 377 HGB), we will, at our option, provide subsequent performance through repair or subsequent delivery. In addition, the statutory provisions of Sections 437 et seq. of the German Civil Code apply in addition. Claims due to a defect in a newly manufactured delivery item expire within one year from delivery. Claims due to the defect of a used delivery item are excluded.

4. In the case of contract work, we provide warranty in accordance with Sections 634 et seq. of the German Civil Code. Claims due to defects expire within one year from acceptance.

5. The liability provisions of Section X below remain unaffected by all provisions of this Section IX.

X. Liability

Unless otherwise regulated in these terms and conditions, we are only liable for damages in the event of intent and gross negligence as well as a culpable breach of essential contractual obligations. In addition, liability for simple negligence is excluded. All contractual obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely, are essential. In the event of culpable breach of essential contractual obligations, we are only liable — except in cases of intent or gross negligence — for foreseeable damage typical of the contract. The above limitations of liability do not apply in the event of injury to life, body and health. Claims under the Product Liability Act remain unaffected. The above limitations of liability apply even if our legal representatives or vicarious agents are at fault.

XI. Data protection

1. In the following, we will inform you about the collection of your personal data when concluding business or contracts. This also applies to registrations with a customer account and the conclusion of contracts via our online shop. With regard to the personal data of our business partners, data protection requirements, in particular the General Data Protection Regulation (GDPR), are complied with.

2. We collect, store, process and use your personal data if and as long as this is necessary to carry out pre-contractual measures or to fulfill the respective contract. Further collection, storage, processing and use of personal data will only take place if this is required or permitted by law or if you have given us your express consent.

3. On the basis of Art. 6 para. 1 lit. b) GDPR, the collection, processing and use of, among other things, your company name, contact person, address, contact details and bank details (hereinafter “personal data”) is required to carry out pre-contractual measures and fulfill this contract. When concluding contracts via our online shop, registration with a customer account is required. For this purpose, in addition to the personal data mentioned above, an e-mail address is also collected, stored and processed via the website.

4. We are entitled — to the extent permitted by law — to transfer this personal data to third companies, if and insofar as this is necessary to carry out pre-contractual measures and to fulfill this agreement (such as shipping companies, invoicing) on the basis of Art. 6 para. 1 lit. b) GDPR or to fulfill a legal obligation under Art. 6 para. 1 lit c) GDPR.

5. Under legal requirements, you have the right to request information from us about the stored personal data concerning you at any time. You also have the right to request the correction, blocking, restriction of processing and/or deletion or transfer of your data to a third party under legal requirements. If you have given us consent to use your personal data, you can withdraw this consent at any time with effect for the future. You also have the right to complain to a supervisory authority.

6. We will delete your personal data no later than at the end of the legal storage period (Section 147 Tax Code, Section 257 Commercial Code), i.e. after 10 years, beginning at the end of the year in which the contract was fully executed or ended.

7. For more information on the handling of personal data and your rights, please see our privacy policy nironit.de/datenschutz.html.

8. For information, correction, deletion and blocking and to exercise the right of withdrawal or right of objection, please contact us as the responsible body: NIRONIT Edelstahl GmbH & Co. KG, Am Oheber8, 21224 Rosengarten, e-mail to datenschutz (at) nironit.de.

XII. Reference to product recommendations upon conclusion of contract; right of objection at any time

If you buy goods or use services from us, we allow ourselves, within the scope of legal requirements, to send informational emails and product recommendations for our own similar goods and services, unless you have objected to this. This also applies to product recommendations via our online shop. The personal data that we process to send the informational emails is not passed on to third companies and is only used to send the informational emails. The legal basis for this is Art. 6 para. 1 lit. f) GDPR in conjunction with § 7 para. 3 UWG. You can opt out of receiving informational emails with our product recommendations by email at any time and unsubscribe from newsletters using the special link directly at the end of each informational email. In addition, it is possible to unsubscribe or unsubscribe from further receipt of the informational e-mail by sending an e-mail to datenschutz (at) nironit.de. They do not incur any costs other than the transmission costs according to the basic rates.

XIII. Export, sales tax

1. The customer owes us the statutory sales tax. Claiming the tax exemption of a delivery within the meaning of the VAT Act is subject to the fulfilment of the legal requirements. If the requirements cannot be met due to circumstances for which the customer is responsible, we are entitled to charge statutory value added tax in addition to the agreed purchase price.

2. The customer's obligations to us include the provision of the documentary evidence required for export deliveries and intra-community deliveries in the event of transport or dispatch by the customer (e.g. confirmation of arrival in the case of intra-community deliveries) and the required notification of a proper sales tax identification number from the customer in the case of an intra-community delivery.

XIV. Final provisions

1. The place of fulfilment for deliveries from the factory is the supplier plant and for deliveries from warehouse, the warehouse. The place of performance for services to be provided under this contract other than delivery, in particular payment, is our registered office.

2. If the customer is a merchant, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is our registered office. We are also entitled to sue at the customer's registered office.

3. The contract is governed exclusively by German law, excluding international private law. The validity of the UN sales law is excluded.

4. Should any provision of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions.

NIRONIT Edelstahl GmbH & Co. KG

Status: June 2021

Our terms and conditions are available as a PDF file here!

NIRONIT
Edelstahl GmbH & Co. KG
Status: June 2021

AEB | General Purchasing Conditions of NIRONIT Edelstahl GmbH & Co. KG

I. General provisions, scope

1. These general purchasing conditions apply exclusively to all orders and contracts entered into by NIRONIT Edelstahl GmbH & Co. KG - hereinafter referred to as NIRONIT - unless otherwise expressly agreed. These conditions also apply to all future transactions, even if NIRONIT does not expressly rely on them. Any deviating conditions of the contractor (supplier, seller - hereinafter just referred to as contractor) are hereby expressly rejected. The unconditional acceptance of order confirmations or deliveries does not mean acceptance of such conditions. Differing agreements or additions are only binding if they are confirmed by us in writing.

2. These general purchasing conditions apply only to entrepreneurs within the meaning of § 14 BGB.

3. With initial delivery in accordance with the present purchasing conditions, the contractor also acknowledges their exclusive validity for all further orders.

II. Offer, Conclusion of Contract, Confidentiality

1. Orders and orders are only binding if they are made in writing or confirmed in writing. Orders, delivery requests and their changes and additions can - by prior written agreement - also be made by remote data transmission or in machine-readable form, although confirmation is required at least in electronic form for the commitment. The foregoing in sentences 1 and 2 also applies to ancillary oral agreements and amendments to the contract. NIRONIT's offer to conclude a contract can only be accepted within a period of 14 days, unless otherwise agreed.

2. Compensation for visits or for preparing offers, projects, etc. is not granted.

3. The conclusion of the contract must be kept confidential. The contractor may only refer to business relationships with NIRONIT in advertising materials with written consent.

4. The contractor undertakes to treat all undisclosed commercial or technical details that become known to him as a result of the business relationship as a trade secret. Subcontractors must be committed accordingly.

III. Dispatch

1. The contractor must comply with the shipping instructions of NIRONIT and the freight forwarder or carrier. NIRONIT's order and article numbers are stated in all shipping documents, letters and invoices.

2. The costs of transportation, including packaging, insurance and all other ancillary costs, are borne by the contractor, unless otherwise expressly agreed.

3. Transportation to the place of fulfilment is at the contractor's risk.

IV. Prices and terms of payment

1. Agreed prices are maximum prices; price reductions in the period between ordering and payment of the invoice benefit NIRONIT.

2. Invoices must be issued immediately after the goods have been shipped, including the order and article number. The sales tax must be shown separately.

3. Payment is subject to proper delivery and accuracy of price and calculation. A discovery of a defect subject to warranty entitles NIRONIT to withhold payment until the warranty obligation has been fulfilled.

4. Payment is made in the usual commercial way, either within 14 calendar days with a 3% discount or net after 30 calendar days, calculated after delivery/service and receipt of invoice.

V. Sales tax

1. Any sales tax shown separately to NIRONIT on account of NIRONIT is not owed by NIRONIT, unless this is a value added tax owed by law (within the meaning of VAT/sales tax regulations).

2. If NIRONIT only becomes apparent at a later stage that a separately reported sales tax was not legally owed (e.g. as a result of an incorrect or unjustified tax statement), the supplier undertakes to compensate NIRONIT for the resulting tax loss, including any additional tax benefits.

VI. Delivery periods, delivery dates

1. The delivery periods or dates specified in orders are binding and are understood to arrive at the place of fulfilment.

2. If it is not possible to meet a deadline, NIRONIT must be notified immediately in writing, giving the reason and the expected duration of the delay.

3. NIRONIT is entitled to refuse to accept goods that are not delivered on the delivery date specified in the order and to return them or store them with third parties at the expense and risk of the contractor.

4. The contractor is obliged to compensate NIRONIT for all direct and indirect damage caused by default, provided that he is responsible for their occurrence.

5. The contractor may only rely on the absence of necessary documents to be delivered by NIRONIT if these have been notified in writing by the contractor and have not been made available to him within a reasonable period of time.

6. A reservation of self-delivery in favor of the contractor is excluded.

7. Force majeure releases the contractual partners from performance obligations for the duration of the disruption and to the extent of its effect. This applies even if such events occur during an existing delay. Force majeure is equivalent to sovereign measures, strikes and lockouts and other operational disruptions for which we are not responsible and which make performance significantly difficult or impossible. The contracting parties are obliged to provide the necessary information immediately, as far as is reasonable, and to adapt their obligations to the changed circumstances in good faith. NIRONIT is released from the obligation to accept the ordered delivery/service in whole or in part and is entitled to withdraw from the contract if the delivery/service is no longer usable by NIRONIT — taking into account economic aspects — due to the delay caused by force majeure or due to strikes or lockouts. NIRONIT and the contractor are entitled to cancel if the event lasts longer than three months.

8. In the event of early delivery, NIRONIT reserves the right to return the goods at the contractor's expense. If no return is made in the event of early delivery, the goods will be stored by NIRONIT until the delivery date at the contractor's expense and risk. In the event of early delivery, NIRONIT reserves the right to make payment only on the agreed due date.

9. NIRONIT will only accept partial deliveries by express agreement. In the case of agreed partial shipments, the remaining quantity must be listed.

10. In the event that NIRONIT is unable or unable to fulfill its obligations towards its own customers/buyers due to delivery delays - of whatever nature and origin - the contractor, insofar as he is responsible for the delay, releases NIRONIT against the customers/buyers from any claims for compensation, reductions and all other legal disadvantages, in particular in the event of loss of profit or loss of production.

VII. Warranty

1. The contractor warrants that the goods comply with submitted specifications, relevant standards, the regulations and guidelines of authorities, professional associations and professional associations and the state of the art. If the contractor has concerns about this desired type of design, he must immediately notify NIRONIT in writing.

2. If the purchase is a commercial transaction for NIRONIT and the contractor, NIRONIT will notify the contractor of defects in the goods immediately after their discovery, at the latest within five working days. This applies both with regard to obvious and hidden defects. In the event of a complaint, the contractor may be charged the costs of the inspection.

3. The values determined during the incoming goods inspection are binding for the dimensions, weights and quantities of a delivery.

4. In the event of an agreed contractual penalty for delay in delivery, the claim for a contractual penalty remains even if it is not expressly asserted when the delivery is received. Further claims also remain valid without special reservation upon acceptance.

5. The contractor's warranty obligation is governed by statutory provisions, unless otherwise stated below.

6. The warranty period is at least 24 months from delivery to the place of fulfilment. If the statutory warranty period is longer, it applies.

7. In the event of defective delivery, the contractor must, at NIRONIT's option, provide subsequent performance in the form of repair or subsequent delivery. In urgent cases, after consultation with the contractor, NIRONIT is also entitled, at the contractor's expense, to repair the defects itself or to have them carried out by a third party or to otherwise procure replacements. The same applies if the contractor defaults on fulfilling his warranty obligation. If, in accordance with the statistical inspection procedure specified in the order, it is determined that the maximum allowable percentage of the defect has been exceeded, NIRONIT is entitled to make claims for defects with regard to the entire delivery or to check the entire delivery at the contractor's expense after prior consultation with the contractor.

8. The contractor is liable for replacement deliveries and repair work to the same extent as for the original delivery item, i.e. also for transport, travel and labor costs, without limitation thereto. The warranty period for replacement deliveries starts at the earliest on the day the replacement delivery arrives.

9. As part of its obligation to pay compensation, the contractor shall, upon first request, indemnify NIRONIT from all claims made by third parties due to defects, infringement of third-party property rights or product damage to its delivery due to its share of cause.

10. The contractor is obliged to reimburse reasonable costs for a recall due to product liability law. NIRONIT will send the contractor a message of comment as soon as possible beforehand. The contractor guarantees the existence of appropriate product liability insurance.

VIII. Retention of title

NIRONIT only acknowledges any simple reservation of title by the contractor to the contractor's goods stored with it, unless NIRONIT has already become the owner of these goods through processing, combining or mixing. The assignment of claims by NIRONIT arising from the resale of these goods to the contractor (so-called extended or extended retention of title) is excluded.

IX. Liability

1. Unless otherwise provided for in these terms and conditions of purchase, NIRONIT is only liable for compensation in the event of intent or gross negligence as well as in the event of a culpable breach of essential contractual obligations; liability for simple negligence is otherwise excluded. All contractual obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely, are essential. In the event of culpable breach of essential contractual obligations, NIRONIT is only liable — except in cases of intent or gross negligence — for foreseeable damage typical of the contract.

2. The above limitations of liability do not apply in the event of injury to life, body and health. Claims under the Product Liability Act remain unaffected.

3. The above limitations of liability apply even if the legal representatives or vicarious agents of NIRONIT are at fault.

X. Set-off and assignment

1. The contractor is only entitled to offset undisputed or legally established claims. NIRONIT is entitled to offset all claims against the contractor without any restriction.

2. The assignment of claims against NIRONIT is only effective with the written consent of NIRONIT.

XI. Information and documents provided

Drawings, drafts, samples, manufacturing instructions, internal company data, tools, equipment, etc., which we have provided to the contractor to submit an offer or to carry out an order, remain our property. They may not be used, reproduced or made available to third parties for other purposes and must be kept with the care of an ordinary businessman. After completion of the order, they must be handed over to NIRONIT without request.

XII. Third party property rights

The contractor warrants that the rights of third parties do not preclude the intended use of the purchased goods, in particular that third-party property rights are not infringed. If NIRONIT is nevertheless claimed due to a possible infringement of third-party rights, such as copyright, patent and other property rights, the contractor releases NIRONIT from this and from any related service. NIRONIT is entitled, at the contractor's expense, to obtain permission from the beneficiary to use the relevant goods and services.

XIII. Data protection

1. In the following, we will inform you about the collection of your personal data when concluding business or contracts. With regard to the personal data of our business partners, data protection requirements, in particular the General Data Protection Regulation (GDPR), are complied with.

2. We collect, store, process and use your personal data if and as long as this is necessary to carry out pre-contractual measures or to fulfill the contract. Further collection, storage, processing and use of personal data will only take place if this is required or permitted by law or if you have given us your express consent.

3. In order to carry out pre-contractual measures and to fulfill this contract, it is necessary to collect, process and use, among other things, your company name, contact person, address, contact details and bank details (hereinafter “personal data”).

4. We are entitled — to the extent permitted by law — to transfer this personal data to third companies, if and insofar as this is necessary to carry out pre-contractual measures and to fulfill this agreement (such as shipping companies, invoicing) on the basis of Art. 6 para. 1 lit. b) GDPR or to fulfill a legal obligation under Art. 6 para. 1 lit c) GDPR.

5. Under legal requirements, you have the right to request information from us about the stored personal data concerning you at any time. You also have the right to request the correction, blocking, restriction of processing and/or deletion or transfer of your data to a third party under legal requirements. If you have given us consent to use your personal data, you can withdraw this consent at any time with effect for the future. You also have the right to complain to a supervisory authority.

6. We will delete your personal data no later than at the end of the legal storage period (Section 147 (3) Tax Code), i.e. after 10 years, beginning at the end of the year in which the contract was fully executed or amended.

7. For more information on the handling of personal data and your rights, please see our privacy policy (LINK).

8. For information, correction, deletion and blocking and to exercise the right of withdrawal or right of objection, please contact us as the responsible body: NIRONIT Edelstahl GmbH & Co. KG, Am Oleberg 8, 21224 Rosengarten, email to datenschutz@NIRONIT.de

XIV. Final provisions

1. Should individual provisions of these General Terms and Conditions of Purchase be or become void, the remaining provisions shall remain effective.

2. Unless otherwise expressly agreed, the place of performance for the delivery obligation is the shipping address or place of use desired by us; for all other obligations on both sides, the place of performance is 28199 Bremen.

3. If the contractor stops making payments or if insolvency proceedings are filed against his assets or a judicial or extrajudicial settlement procedure, we are entitled to withdraw from the contract.

4. The contract language is German. Insofar as the contracting parties also use another language, the German wording shall prevail.

5. If the contractor is a merchant, the place of jurisdiction for all disputes arising from the contractual relationship is the registered office of NIRONIT. NIRONIT is also entitled to sue at the contractor's registered office.

6. Only German law applies to the contract. The validity of the UN sales law is excluded.

You will receive our AEB as a PDF file here!

NIRONIT
Edelstahl GmbH & Co. KG
Status: August 2021

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