General Terms and Conditions of Delivery and Payment of the B2B Portal of thyssenkrupp Schulte GmbH

§ 1 Scope of application; general

(1) These General Terms and Conditions of Sale (hereinafter referred to as GTCS) shall apply to all - including future - contracts concluded via the B2B portal portal.thyssenkrupp-schulte.de between thyssenkrupp Schulte GmbH, thyssenkrupp Allee 1, 45143 Essen and entrepreneurs, legal entities under public law and special funds under public law for supplies, services and other performances including contracts for work and services, consultancy, proposals and other ancillary performances. Entrepreneurs are natural or legal persons or partnerships with legal capacity who place orders in the exercise of their commercial or independent professional activity.

(2) The store function of the B2B portal is accessible exclusively to registered customers pursuant to § 1 (1). Sales to consumers are excluded.

(3) All agreements made between you and us in connection with the purchase contract result in particular from these GTCS, the confirmation of receipt and our declaration of acceptance.

(4) By placing an order, you agree to the application of these GTCS to your order.

(5) We reserve the right to make changes to our B2B portal including these GTCS at any time. The version of the GTCS valid at the time of conclusion of the contract shall apply. Therefore, please read these GTCS carefully before placing an order.

(6) The Buyer's terms and conditions of purchase shall not be recognized even if we do not expressly object to them again after receipt by us.

(7) "Buyer" within the meaning of these Terms and Conditions shall also be the "Purchaser" in the case of contracts for work and services.

(8) In case of doubt, the Incoterms in their latest version shall be decisive for the interpretation of commercial clauses.

(9) Deliveries of orders can only be made within the Federal Republic of Germany. Deliveries abroad cannot be made.

§ 2 Orders, conclusion of contract

(1) The process and the conclusion of a purchase contract between you and us depends on the means of payment chosen by you. Currently available is only a purchase on account.

In the case of a purchase on account, the presentation and advertising of articles in our B2B portal does not constitute a binding offer to conclude a purchase contract but a non-binding product catalog. You can initially place our items in the shopping cart without obligation and correct your entries at any time before submitting your order by using the correction tools provided and explained for this purpose in the order process.

(2) By sending an order via the B2B portal by clicking the "order" button, you submit a legally binding purchase offer.

(3) We will immediately confirm receipt of your order placed via our B2B portal by e-mail (confirmation of receipt). Such an e-mail does not constitute a binding acceptance of the order.

(4) A contract shall only be concluded if we accept your order within a period of two (2) weeks by a declaration of acceptance in text form or by delivery of the ordered items. However, we are not obliged to accept.

(5) The text of the contract will be stored in compliance with data protection laws; you can view it in our customer login. The purchase contract is concluded with thyssenkrupp Schulte GmbH.

(6) If the delivery of the goods ordered by you is not possible, for example because the respective goods are not in stock, we shall refrain from issuing a declaration of acceptance. In this case a contract shall not be concluded.

(7) The contract shall be concluded in the German language.

§ 3 Terms of delivery, delivery periods

(1) During the order process we will inform you about the expected delivery time of the goods. You will receive more detailed information on delivery times with the order confirmation. Information on delivery times is approximate. Delivery periods shall commence on the date of our order confirmation and shall only apply on condition that all details of the order have been clarified in good time and that all obligations on the part of the Buyer have been fulfilled in good time, e.g. provision of all official certificates, provision of letters of credit and guarantees or payment of deposits. If the delivery time does not meet your expectations, you may cancel your orders free of charge within two hours after receipt of the order confirmation.

(2) The time of dispatch ex works or ex warehouse shall be decisive for compliance with delivery periods and dates. They shall be 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.

(3) Our delivery obligation is subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery to us.

(4) Events of force majeure shall entitle us to postpone delivery for the duration of the hindrance and a reasonable start-up period. This shall also apply if such events occur during an existing delay. Force majeure shall include currency, trade policy 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 of transport routes, delays in import/customs clearance and all other circumstances which, through no fault of our own, make delivery significantly more difficult or impossible. It is irrelevant whether these circumstances occur at our premises, at the supplier's works or at a sub-supplier's premises. 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 may declare the cancellation of the contract.

§ 4 Prices, shipping costs

(1) Unless otherwise agreed, the prices and conditions of our price list valid at the time of conclusion of the contract shall apply. All prices quoted in our B2B portal are net prices plus the statutory value added tax and are ex works or ex warehouse plus any shipping, handling and packaging costs incurred.

(2) The goods are invoiced "gross for net".

(3) Prices and weights in the B2B portal and on the invoice may differ slightly in individual cases due to customary commercial circumstances.

(4) If duties or other third-party costs included in the agreed price change later than four weeks after conclusion of the contract or if they arise for the first time, we shall be entitled to change the price to the corresponding extent.

(5) 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 economic situation, circumstances arise which make the manufacture and/or purchase of the product concerned significantly more expensive than at the time of the price agreements. In this case, you may cancel the orders affected by the price increase within four weeks of notification thereof.

§ 5 Payment and settlement

(1) Unless otherwise agreed or stated in our invoices, the purchase price is due immediately after delivery without any discount and is to be paid in such a way that we can dispose of the amount on the due date. Costs of payment transactions shall be borne by you as the purchaser. You shall only be entitled to a right of retention and a right of set-off to the extent that your counterclaims are undisputed or have been legally established.

(2) If the payment deadline is exceeded or in the event of default, we shall charge interest at a rate of 8 percentage points above the prime rate of the European Central Bank, unless higher interest rates have been agreed. We reserve the right to claim further damage caused by default.

(3) You shall be in default at the latest 10 days after the due date and receipt of the invoice/payment schedule or receipt of the service.

(4) On the basis of the authorization granted to us by the companies belonging to our group (Section 18 of the German Stock Corporation Act)*), we shall be entitled to set off any and all claims to which you are entitled against us or one of these group companies, irrespective of the legal grounds. This shall also apply if payment in cash has been agreed by one party and payment in bills of exchange or other services on account of performance by the other party. If applicable, these agreements shall only relate to the balance. If the claims are due at different times, our claims shall become due in this respect at the latest when our liability becomes due and shall be settled with the value date.

(5) If, after the conclusion of the contract, it becomes apparent that our claim for payment is endangered by a lack of solvency on your part, we shall be entitled to the rights under § 321 BGB (German Civil Code) (plea of uncertainty). We shall then also be entitled to declare due all claims not subject to the statute of limitations from the current business relationship with the Buyer. Furthermore, the defense of uncertainty shall extend to all other outstanding deliveries and services from the business relationship with you.

(6) An agreed cash discount always relates only to the invoice value excluding freight and presupposes the complete settlement of all due liabilities of the Buyer at the time of the cash discount.

(7) In the event of payment by credit card, we reserve the right to first block your credit card for the amount of the agreed purchase price plus a surcharge of 20% before charging the final purchase price to the card.

§ 5a Redemption of vouchers

(1) Occasionally, we provide our customers with vouchers for the reduced purchase of goods in the form of digital voucher codes, which you as Buyer can redeem during the order process in the B2B portal. The granting of vouchers is at our discretion; we are not obliged to issue vouchers to our customers.

(2) If you wish to redeem vouchers, you must enter the code you wish to use in the input field provided on our B2B portal before completing an order process.

Subsequent offsets of voucher codes are not possible.

(4) Voucher codes can be redeemed from the date of issue until the expiry of the validity period communicated in each case. All conditions communicated at least in text form in connection with the granting of vouchers shall apply. If the conditions of a voucher deviate from these redemption conditions, the conditions of the voucher shall prevail.

(5) If you cancel your purchase on our B2B portal after redeeming a voucher, the discount granted will not be refunded.

§ 6 Retention of title

(1) All goods delivered shall remain our property (reserved goods) until all claims have been fulfilled, in particular also the respective balance claims to which we are entitled within the scope of the business relationship (balance reservation) and the claims which are unilaterally established by the insolvency administrator by way of choice of performance. This shall also apply to claims arising in the future and conditional claims, e.g. from acceptor's bills of exchange, and also if payments are made on specifically designated claims. This reservation of balance shall finally expire upon settlement of all claims still outstanding at the time of payment and covered by this reservation of balance.

(2) Treatment and processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 of the German Civil Code (BGB) without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of No. 1. If the goods subject to retention of title are processed, combined or mixed with other goods by you as the purchaser, we shall be entitled to co-ownership of the new item on a pro rata basis in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If our ownership lapses as a result of combining or mixing, you hereby transfer to us the ownership rights to which you are entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall hold them in safe custody for us free of charge. Our co-ownership rights shall be deemed to be reserved goods within the meaning of No. 1.

(3) You may only sell the reserved goods in the ordinary course of business under your normal terms and conditions of business and as long as you are not in default, provided that the claims from the resale pursuant to Nos. 4 to 6 are transferred to us. You shall not be entitled to dispose of the reserved goods in any other way.

(4) The claims arising from the resale of the reserved goods, together with all securities which you acquire for the claim, are hereby assigned to us. They shall serve as security to the same extent as the reserved goods. If the reserved goods are sold by you together with other goods not sold by us, the claim from the resale shall be assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods sold. In the event of the sale of goods in which we have co-ownership shares pursuant to No. 2, a part corresponding to our co-ownership share shall be assigned to us. If the goods subject to retention of title are used by you for the performance of a contract for work and services, the claim arising from the contract for work and services shall be assigned to us in advance to the same extent.

(5) You shall be entitled to collect claims arising from the resale. This authorization to collect shall expire in the event of our revocation, but at the latest in the event of default in payment, non-redemption of a bill of exchange or application for the opening of insolvency proceedings. We shall only make use of our right of revocation if it becomes apparent after the conclusion of the contract that our claim for payment under this or other contracts with you is jeopardized by your lack of ability to pay. At our request, you shall be obliged to inform your customers immediately of the assignment to us and to provide us with the documents required for collection.

(6) An assignment of claims arising from the resale shall not be permitted unless it is an assignment by way of genuine factoring which is notified to us and where the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately upon crediting of the factoring proceeds.

(7) You shall inform us immediately of any seizure or other impairment by third parties. You shall bear all costs which have to be incurred in order to revoke the seizure or to return the reserved goods, unless they are reimbursed by third parties.

(8) If you are in default of payment or if you do not honor a bill of exchange when it is due, we shall be entitled to take back the reserved goods and, if necessary, to enter your premises for this purpose. The same shall apply if, after conclusion of the contract, it becomes apparent that our claim for payment under this or other contracts with you is jeopardized by your lack of ability to pay. Repossession shall not constitute withdrawal from the contract. Regulations of the Insolvency Code shall remain unaffected.

(9) If the invoice value of the existing securities exceeds the secured claims including ancillary claims (interest; costs or similar) by more than 50% in total, we shall be obliged to release securities of our choice at your request.

§ 7 Grades, dimensions and weights

(1) All information on the B2B portal regarding dimensions and weights as well as illustrations are only approximate, but determined to the best of our ability.

(2) Grades and dimensions shall be determined in accordance with the agreed standards or, in the absence of an agreement, in accordance with the standards applicable at the time of conclusion of the contract or, in the absence of such standards, in accordance with commercial practice. References to standards such as DIN/EN or their components such as material sheets, test certificates and test standards as well as information on grades, dimensions, weights and usability shall not constitute warranties or guarantees, nor shall declarations of conformity, manufacturer's declarations and corresponding marks such as CE and GS.

(3) The weighing carried out by us or our sub-supplier shall be decisive for the weights. We are entitled to determine the weight without weighing according to the standard (theoretical) plus 2.5% (commercial weight). We may also determine the weights theoretically without weighing according to the length or area of the products, whereby we may determine the dimensions according to recognized statistical methods. In the case of goods calculated by weight, the numbers of pieces, bundles etc. stated in the dispatch note are not binding. Unless individual weighing is customary, the total weight of the consignment shall apply in each case. Differences compared to the calculated individual weights shall be distributed proportionately among them.

§ 8 Acceptances

(1) If acceptance has been agreed, it can only take place in the supplying plant or our warehouse immediately after notification of readiness for acceptance. The personal acceptance costs shall be borne by you, the material acceptance costs shall be charged to you in accordance with our price list or the price list of the supplying plant.

(2) If the acceptance is not carried out, not carried out in time or not carried out completely through no fault of our own, we shall be entitled to dispatch the goods without acceptance or to store them at your expense and risk and to charge you for them.

§ 9 Shipment, transfer of risk, packaging, partial deliveries

(1) We shall determine the route and means of dispatch as well as the forwarding agent and carrier.

(2) If, through no fault of our own, transport by the intended route or to the intended place within the intended time becomes impossible or substantially more difficult, we shall be entitled to deliver by another route or to another place; you shall bear the additional costs incurred. You shall be given the opportunity to comment beforehand.

(3) The goods will be delivered unpacked and not protected against rust. If customary in the trade, we shall deliver packaged. We shall provide packaging, protective and/or transport aids at your expense in accordance with our experience. They will be taken back at our warehouse. We will not bear your costs for the return transport or for your own disposal of the packaging.

(4) We are entitled to make partial deliveries to a reasonable extent. We shall be entitled to reasonably exceed or fall short of the agreed delivery quantities. The indication of a "circa" quantity entitles us to over/under-delivery and corresponding invoicing of up to 10 %.

(5) We are entitled to obtain the receipt of the goods from the recipient in electronic form.

§ 10 Liability for material defects

(1) Defects of quality of the goods shall be notified in writing without delay, at the latest seven days after delivery. Material defects which cannot be discovered within this period even with the most careful inspection shall be reported in writing immediately after discovery, at the latest before the expiry of the agreed or statutory limitation period, with immediate cessation of any processing. In the event of an insignificant reduction in the value or suitability of the goods, our liability for material defects shall be excluded. If goods have already been resold, processed or transformed, you shall only be entitled to the right of reduction.

(2) After execution of an agreed acceptance of the goods by you, the complaint of material defects, which were detectable during the agreed type of acceptance, is excluded.

(3) In the event of a justified notice of defect in due time, we may, at our discretion, remedy the defect or deliver a defect-free item (subsequent performance). In the event of failure or refusal of the subsequent performance, you may reduce the purchase price or withdraw from the contract after setting and unsuccessful expiry of a reasonable deadline. If the defect is not substantial, he shall only be entitled to the right of reduction.

(4) If you do not immediately give us the opportunity to convince ourselves of the material defect, in particular if you do not immediately provide the goods complained about or samples thereof upon request, all rights due to the material defect shall lapse.

(5) In the case of goods which have been sold as declassified material - e.g. so-called IIa material - you shall not be entitled to any rights based on material defects with regard to the specified reasons for declassification and those which you would normally have to expect. In the case of sale of lla material, our liability for material defects is excluded.

(6) We shall bear expenses in connection with the subsequent performance only to the extent that they are reasonable in the individual case, in particular in relation to the purchase price of the goods, but in no case more than 150 % of the value of the goods. Excluded are costs in connection with the installation and removal of the defective item, as well as your costs for the self-remedy of a defect, without the legal requirements for this being met. We shall not bear any expenses incurred because the goods sold have been taken to a place other than your registered office or branch, unless this is in accordance with their contractual use.

(7) Your rights of recourse according to § 478 BGB remain unaffected.

(8) We do not provide a warranty for a specific purpose or a specific suitability of the goods, unless otherwise expressly agreed in writing.

§ 11 General limitation of liability

(1) We shall be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort - including for our executive employees and other vicarious agents - only in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract.

(2) These limitations shall not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and 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 shall remain unaffected.

(3) Unless otherwise agreed, contractual claims which the Buyer may have against us on the grounds of or in connection with the delivery of the goods shall become statute-barred one year after delivery of the goods, unless they involve compensation for physical injury or damage to health or typical, foreseeable damage or are based on intent or gross negligence on the part of the Seller. This shall not affect our liability for intentional and grossly negligent breaches of duty or the limitation of statutory rights of recourse. In cases of subsequent performance, the limitation period shall not start to run again.

§ 12 Severability clause

(1) Should individual provisions of these GTCS be or become invalid or void in whole or in part, this shall not affect the validity of the remaining provisions of the GTCS.

(2) The parties undertake to replace an invalid or void provision with a valid provision that comes as close as possible to the intended economic purpose.

§ 13 Place of performance, applicable law and place of jurisdiction

(1) The place of performance for our deliveries shall be the supplying plant in the case of delivery ex works, and our warehouse in the case of all other deliveries.

(2) Any and all legal relations between you and us are subject to substantive German law. The provisions of the UN Convention on the International Sale of Goods (CISG) shall not apply.

(3) Venue of court for any and all disputes arising out of or in connection with these GTCS and all contracts subject to these GTCS shall be Essen. We shall also be entitled to lodge proceedings against you with the courts situated at your company’s seat.  

*) This includes in particular:

thyssenkrupp Steel Europe AG, Duisburg
thyssenkrupp Materials Services GmbH, Essen
thyssenkrupp Materials Trading GmbH, Essen
thyssenkrupp Materials Processing Europe GmbH, Krefeld
thyssenkrupp Plastics GmbH, Essen
Jakob Bek GmbH, Ulm

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