B2B portal of thyssenkrupp Schulte GmbH:
General Terms and Conditions of Delivery and Payment (ALZB)

§ 1 Scope of application, customer and language

(1) These General Terms and Conditions of Delivery and Payment apply to all business relationships between thyssenkrupp Schulte GmbH (provider) and its customers that come about through the B2B portal portal.thyssenkrupp-schulte.de (B2B portal). Deviating general terms and conditions of the customer are not recognized unless the provider expressly agrees to their validity in writing.

(2) The product range of the B2B portal is aimed exclusively at entrepreneurs within the meaning of Section 14 (1) of the German Civil Code (BGB), i.e. natural or legal persons who, when doing business with the provider, act in exercise of their commercial or independent professional activity, as well as legal entities under public law and special funds under public law. Sales to consumers are expressly excluded. By registering to use the B2B portal and placing an order, the customers confirm that they are acting in a commercial capacity.

(3) All contracts via the B2B portal are concluded in German or English, depending on the language setting selected by the customer.

§ 2 Order process and conclusion of contract via the B2B portal

(1) The B2B portal presents a non-binding product catalogue of the provider.

(2) The customer can select products from this catalogue and add them to his electronic shopping cart. Before submitting a specific order, the customer can view and change all the data in his shopping cart at any time. By clicking on the ‘order’ button, the customer submits a binding offer to purchase the products in his shopping basket. The customer's offer can only be submitted and transmitted if the customer confirms that he accepts these GTCs by ticking the appropriate box. The GTCs are thus included in the customer's offer and supplement the terms and conditions of the respective purchase contract that may already be included in the shopping cart. The customer does not have a right of cancellation in accordance with §312g BGB.

(3) Immediately after placing his order, the customer will receive an automatic confirmation of receipt (confirmation of receipt) by e-mail, in which the customer's complete order is listed again and can be printed out by the customer. This confirmation of receipt only documents that the customer's order has been received by the provider; it does not yet constitute acceptance of the offer.

(4) A contract is only concluded when the provider issues an explicit declaration of acceptance in text form or dispatches the ordered goods. The provider can accept the customer's offer – without being obliged to do so – within two (2) weeks. If the provider does not accept the customer's offer within this period, no contract is concluded.

(5) Alternatively, the customer has the option of saving a shopping cart that they have put together in their login area as an offer from the provider and placing a binding order at a later date – within the stated validity period. In this case, the contract with the provider comes into effect by the customer’s clicking the ‘order’ button before the offer deadline stated in the shopping cart.

(6) The customer can access the contract text (consisting of his offer, the GTCs and the supplier's declaration of acceptance) at any time in the customer login area of the B2B portal. The contract text is stored in compliance with data protection.

§ 3 Prices

(1) All prices displayed in the B2B portal and in the customer's shopping cart are net prices plus the statutory sales tax and are ex works or ex warehouse plus any shipping, handling and packaging costs incurred.

(2) An agreed discount always refers only to the invoice value of the goods excluding shipping, handling or packaging costs and requires the full settlement of all due liabilities of the buyer at the time of the discount.

§ 4 Payment processing

(1) The payment terms are based on the contractual agreements as agreed upon in the customer's order and the provider's declaration of acceptance. Unless otherwise agreed, the purchase price is due immediately after delivery without cash discount and is to be paid in such a way that the provider can dispose of the amount on the due date. The customer bears the costs of any payment transactions.

(2) If delivery on account has been agreed, the Provider's invoices shall be due for payment within ten (10) days of delivery of the goods and receipt of the invoice by the Customer. If payment by credit card has been agreed, the Provider reserves the right to first block the Customer's credit card in the amount of the agreed purchase price plus a surcharge of 20% before debiting the card with the final purchase price.

(3) If the payment term is exceeded or in the event of default, the Provider shall be entitled to interest at a rate of 9 percentage points above the base interest rate of the European Central Bank, unless higher interest rates have been agreed. The right to claim further damages for default remains reserved.

(4) The customer shall only be entitled to a right of retention and a right of set-off to the extent that the customer is entitled to undisputed or legally established counterclaims against the Provider.

§ 5 Redemption of vouchers

(1) The provider occasionally provides customers with vouchers for the reduced purchase of goods in the form of digital voucher codes that customers can redeem during the ordering process on the B2B portal. The granting of vouchers is at the discretion of the provider; there is no entitlement to the issuing of vouchers.

(2) To redeem vouchers, the respective voucher code must be entered in the designated input field before completing an order process. Subsequent offsetting is not possible.

(3) The deduction of the flat-rate or percentage discount granted in a voucher for orders on the B2B portal occurs automatically before the respective payment process. Only one voucher code can be used per order process, and – for vouchers that grant a flat-rate discount on the order value – the total value of the goods in an order must at least be equal to the discount amount. Vouchers cannot be redeemed for cash; interest is not paid.

(4) Voucher codes can be redeemed from the time of issue until the expiry of the respective validity period communicated. All terms and conditions communicated in text form in connection with the granting of vouchers shall apply. If the terms and conditions of a voucher differ from these terms and conditions of redemption, the terms and conditions of the voucher shall apply.

(5) If the customer cancels a purchase made on our B2B portal by redeeming a voucher, the discount granted will not be refunded.

§ 6 Retention of title

(1) The supplier retains ownership of the goods delivered by him until full payment of the purchase price (including VAT and transport costs) for the goods in question (reserved goods).

(2) The treatment and processing of the reserved goods shall be carried out for the provider as manufacturer within the meaning of § 950 BGB, without obligating the provider. The processed and finished goods are considered to be reserved goods within the meaning of No. 1. If the customer processes, combines or mixes the reserved goods with other goods, the provider is entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods. If the ownership of the provider expires due to combining or mixing, the customer shall transfer to the provider the ownership rights to the new product to which he is entitled, to the extent of the invoice value of the reserved goods, and shall store them for the provider free of charge. These co-ownership rights of the provider shall be deemed reserved goods within the meaning of No. 1.

(3) The customer may only sell the reserved goods in the ordinary course of business at the usual terms and conditions, provided that the claims arising from the resale in accordance with nos. 4 to 6 are transferred to the provider. If the customer is in default, he is not entitled to resell the reserved goods.

(4) The claims from the resale of the reserved goods, together with all securities that the customer acquires for the claim, are hereby assigned to the provider. They serve as security to the same extent as the reserved goods. If the customer sells the reserved goods together with other goods, the claim from the resale is assigned to the provider 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 the provider has co-ownership shares in accordance with No. 2, the provider shall be assigned a share corresponding to his co-ownership share. If the customer uses the reserved goods to fulfil a contract for work and services, the claim arising from the contract for work and services shall be assigned to the provider in advance to the same extent.

(5) The customer is entitled to collect claims arising from the resale. This collection authorization shall expire in the event of its revocation, but no later than in the event of default in payment, failure to honor a bill of exchange or application for the opening of insolvency proceedings. The provider will only make use of his right of revocation if, after the conclusion of the contract, it becomes apparent that the provider's claim for payment under contracts with the customer is jeopardized by the customer's inability to pay. At the provider’s request, the customer is obliged to inform his customers immediately of the assignment to the provider and to hand over to the provider the documents necessary for collection.

(6) An assignment of claims arising from the resale is not permitted, unless it is an assignment by way of genuine factoring, which is indicated to the provider and in which the factoring proceeds exceed the value of the secured claim. With the crediting of the factoring proceeds, the provider's claim is due immediately.

(7) The customer must inform the provider immediately of any attachment or other impairment by third parties. The customer shall bear all costs that must be expended to cancel the access or for the return transport of the reserved goods, insofar as they are not reimbursed by third parties.

(8) If the customer is in default of payment or fails to honor a bill of exchange when due, the provider is entitled to take back the reserved goods and, if necessary, to enter the customer's premises for this purpose. The same applies if, after the conclusion of the contract, it becomes apparent that the payment claim arising from the provider's contracts with the customer is at risk due to the customer's inability to pay. Taking back the goods does not constitute a withdrawal from the contract. The provisions of the Insolvency Code remain unaffected.

(9) If the invoice value of the existing securities exceeds the secured claims, including any ancillary claims (interest, costs, etc.) by more than 50 per cent in total, the provider is obliged, at the customer's request, to release securities of its choice.

§ 7 Quantities, dimensions and weights

(1) All information on dimensions and weights provided in the B2B portal, as well as illustrations, are only approximate, but have been determined as accurately as possible.

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

(3) The weighing carried out by the provider or his supplier shall be decisive for the weights. The provider shall be entitled to determine the weight without weighing according to standard (theoretically) plus 2.5% (commercial weight). The provider can also determine the weight theoretically without weighing according to the length or surface of the products, whereby the dimensions can be determined according to recognized statistical methods. The number of items, bundles, etc. stated in the dispatch note are non-binding for goods calculated by weight. Unless individual weighing is usually carried out, the total weight of the consignment shall apply. Differences compared to the calculated individual weights shall be distributed among them proportionately.

§ 8 Delivery and Delivery Times, Transfer of Risk, Packaging

(1) Unless otherwise expressly agreed in individual cases, the goods offered will only be shipped to delivery locations within Germany.

(2) The provider will inform the customer during the ordering process about the expected delivery time of the goods. The customer will receive more detailed information about specific delivery times with the declaration of acceptance. All information on delivery times is approximate and non-binding. Unless otherwise agreed, delivery periods shall commence on the date of the declaration of acceptance and shall only apply provided that all details of the order are clarified in good time and that the buyer fulfils all his obligations in good time. Unless otherwise expressly agreed, the provider shall determine the shipping route and means of transport as well as the forwarding agent and carrier at his own discretion.

(3) If the goods are shipped in accordance with the agreements made with the customer, the provider owes the proper delivery of the goods to the transport company and is not responsible for delays caused by the transport company. The risk of accidental perishing, damage or loss of the goods passes to the customer upon delivery of the goods to the transport company, provided that the provider only owes the shipment.

(4) The goods are delivered unpackaged and without rust protection. If customary, they are delivered packaged. The provider shall provide customary packaging, protection and/or transport aids at the customer's expense. The provider shall take back packaging, protection and/or transport aids at its warehouse; costs for return transport or for its own disposal of packaging shall not be covered.

(5) The provider is entitled to make partial deliveries to a reasonable extent. The agreed delivery quantities may be exceeded or fallen short of to the extent that is customary in the trade. ‘Approximate’ quantities include permissible tolerances with a corresponding calculation of up to +/- 10%.

(6) The provider is entitled to obtain the customer's receipt of the goods in electronic form.

§ 9 Warranty

(1) The provider does not guarantee a specific purpose or a specific suitability of the goods, unless otherwise expressly agreed in writing.

(2) Material defects in the goods must be reported in writing immediately, at the latest seven days after delivery. Defects that cannot be detected within this period, even with the most careful inspection, must be reported in writing immediately after detection, but at the latest before the expiry of the limitation period, with any processing or finishing being stopped immediately. The provider shall not be liable for defects in the event of an insignificant reduction in the value or suitability of the goods. If the goods have already been resold, processed or redesigned, the customer shall only be entitled to reduce the purchase price.

(3) In the event of a justified, timely notification of defects, the provider can, at his discretion, either rectify the defect or deliver a defect-free item (subsequent performance). If the subsequent performance fails or is refused, the customer can reduce the purchase price or, after setting a reasonable deadline that expires without success, withdraw from the contract. If the defect is not significant, the customer is only entitled to a price reduction. Subsequent performance is only deemed to have failed if the supplier has been given sufficient opportunity to rectify the defect or provide a replacement delivery without achieving the desired result, or if there are justified doubts as to whether subsequent performance will be successful, or if subsequent performance is unreasonable for the customer for other reasons.

(4) For goods that are expressly sold as declassified material the customer has no rights arising from material defects with regard to the reasons for declassification stated in the B2B portal or in the shopping cart or which can usually be expected for comparable products. When selling IIa material, the provider is not liable for material defects.

(5) Expenses in connection with a supplementary performance will only be covered by the provider if and to the extent that they are reasonable in the individual case, in particular in relation to the purchase price of the goods, but under no circumstances exceeding 150% of the value of the goods. Costs in connection with the installation and removal of the defective item are excluded, as are costs for the customer's own rectification of a defect, without the legal requirements for this being met. The provider shall not bear any expenses incurred due to the sold goods having been taken to a location other than the customer's registered office or branch office, unless this corresponds to their contractual use.

(6) The customer's rights of recourse under §§ 445a, 478 BGB shall remain unaffected.

§ 10 Force majeure

(1) The provider is not responsible for the non-fulfilment of his obligations – even in the event of default – if the non-fulfilment is due to an event of force majeure. He is also not obliged to deliver if and to the extent that one of his suppliers is affected by an event of force majeure and is thus prevented from fulfilling his delivery obligation to the provider.

(2) An event of force majeure is an uncontrollable event for the provider that makes it significantly more difficult or impossible for the provider to fulfil its contractual obligations and whose occurrence could not be foreseen by the provider at the time of the conclusion of the contract. These include, for example, the following events: war and military conflicts, political unrest, uprisings or revolutions, terrorist attacks, currency, trade and other sovereign measures, embargoes, delays in import or customs clearance, strikes, lawful lockouts or other operational disruptions for which the Provider is not responsible (such as machine breakdown, cyber attacks), lack of manpower, energy or raw materials, obstruction of traffic routes, earthquakes, tsunamis and other natural disasters, epidemics or pandemics and restrictions caused by these.

(3) The Provider shall notify the Customer without undue delay of the occurrence and end of an event of force majeure.

(4) If the impairment caused by an event of force majeure ends, a reasonable start-up period shall be taken into account when agreeing new delivery dates. If the Provider is prevented from fulfilling its contractual obligations by an event of force majeure for more than 90 days, both the Provider and the Customer may withdraw from the affected contract.

§ 11 General Limitation of Liability, Statute of Limitations

(1) The provider shall only be liable for breach of contractual and non-contractual obligations, in particular due to impossibility, default, culpa in contrahendo and tort - including for its executives and other agents - only in cases of intent and gross negligence, limited to the contract-typical damage foreseeable at the time of conclusion of the contract.

(2) These restrictions do not apply to culpable violation of essential contractual obligations, if and to the extent that the achievement of the purpose of the contract is endangered, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb or health, or if and to the extent that the provider has fraudulently concealed defects in the item or guaranteed their absence. The rules regarding the burden of proof remain unaffected.

(3) Unless otherwise agreed, the customer's contractual claims arising from or in connection with the delivery of the goods shall become time-barred one year after delivery of the goods, provided that they do not include compensation for bodily injury or damage to health or typical, foreseeable damage or are based on intent or gross negligence on the part of the provider. The liability of the provider for intentional and grossly negligent breaches of duty as well as the limitation of statutory recourse claims remain unaffected. In the case of subsequent performance, the limitation period does not start again.

§ 12 Severability clause

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

(2) The parties undertake to replace an ineffective or void provision with an effective provision that comes closest to the intended economic purpose. The same applies in the case of contractual gaps.

§ 13 Place of performance, applicable law and jurisdiction

(1) The place of performance for all deliveries is the supplier's warehouse.

(2) These GTC and all contracts concluded under these GTC are subject to substantive German law. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

(3) The place of jurisdiction for all disputes arising from or in connection with these GTC and all contracts concluded under these GTC is Essen. The provider is also entitled to sue the customer at his place of business.

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