General Terms and Conditions of Kampmann Service GmbH

Date 12/2024

1. Scope of application

All deliveries, services and offers of Kampmann Service GmbH (hereinafter referred to as “Kampmann”) shall be made exclusively on the basis of Kampmann´s General Terms and Conditions of Business. These shall also form part of all contracts which Kampmann concludes with the party placing the order.

Terms and conditions of business of the party placing the order or third parties shall not apply, even if Kampmann does not object to their validity in individual cases.

2. Offer an conclusion of contract

Our offers are subject to change. Verbal side agreements are only binding if they are confirmed in writing. The party placing the order shall be bound by orders for two weeks. The contract shall only come into existence if Kampmann accepts the order by order confirmation or delivery within this period.

3. Prices and payment

3.1 The prices quoted by us are net prices. The statutory value added tax applicable at the time of delivery shall be added to them, as well as the freight, packaging and shipping costs if the goods are to be shipped to the place of performance specified by the customer.

In the case of continuous delivery, call-of or successive delivery contracts, the sales prices valid on the day of delivery shall apply plus the ancillary costs mentioned above, such as VA, freight, packaging and shipping costs.

If, for reasons for which the customer is responsible, deliveries are made after the originally scheduled date and if wage and material costs or the prices of upstream suppliers increase from this date, we shall be entitled to increase the prices accordingly on a percentage basis.

Confirmed prices are only valid for the respective order and are not binding for repeat orders.

3.2 The invoice amount is due immediately after receipt of delivery, at the latest without deduction within 10 days of the invoice date. Decisive for the timeliness of payment is the receipt of payment by us. Any agreed discounts shall lapse if the customer is in arrears with the payment of earlier deliveries. In the event of late payment, we shall charge interest at a rate of 9 percentage points above the respective base interest rate. We reserve the right to claim higher damages. In the event of late payment of a claim for payment, we shall be entitled to a lump sum of € 40.00, which shall be offset against any damages owed, insofar as the damage is due to the costs of legal action. In the event of late payment of invoice amounts from previous deliveries, the invoice amount shall be due for payment immediately upon receipt of delivery. The same applies if the customer has filed for insolvency.

3.3 The customer may only offset counterclaims if the counterclaims have been legally established or are undisputed. A right of retention in accordance with the statutory provisions is excluded from this prohibition.

4. Delivery/Transfer of risk

4.1 Deliveries are always ex works Kampmann.

4.2 Delivery periods/delivery dates promised by Kampmann shall always apply only approximately, unless they have been expressly agreed in writing as fixed dates.

4.3 If shipment by Kampmann has been agreed, the delivery periods/delivery dates shall refer to the time of handover to the carrier. The risk shall pass to the party placing the order when the object of sale is handed over to the carrier. The Incoterms shall not apply.

4.4 Kampmann shall only be entitled to make partial deliveries insofar as this is reasonable for the party placing the order. This shall be the case if the partial delivery can be used by the party placing the order within the scope of the contractual purpose, the delivery of the remaining goods is ensured and the party placing the order does not incur any considerable additional expenditure or additional costs as a result, unless Kampmann declares that it is prepared to bear these costs.

4.5 Kampmann shall only be liable for impossibility of delivery or delays in delivery insofar as Kampmann is responsible for them. This shall not be the case in the event of force majeure or other unforeseeable events.

4.6 Kampmann may refuse to make delivery in cases in which it becomes apparent after conclusion of the contract that the claim to counter-performance is jeopardized by the purchaser's inability to pay, unless the purchaser provides security within a reasonable period set by Kampmann, after the expiry of which Kampmann may rescind the contract.

4.7 In the event of delays in delivery the party placing the order may rescind the contract within the framework of the statutory provisions if Kampmann is responsible for the delay and Kampmann has been granted a period of grace of at least 14 days in writing (§ 314 II BGB). This shall not involve a change in the burden of proof to the detriment of the party placing the order. Kampmann's liability in the event of non-delivery or delay in delivery shall be determined in accordance with Clause 6.6.

4.8 Goods purchased and supplied by Kampmann which are free of defects shall not be taken back unless Kampmann has reached an individual agreement with the party placing the order in this respect.

5. Reservation of title

5.1 The delivered goods shall remain our property (reserved goods) until all our claims (including all current account balance claims) to which we are entitled from the business relationship with the customer now or in the future have been settled.

5.2 The customer is entitled to sell the reserved goods in the ordinary course of business against assignment of the resulting claims as long as he is not in default of payment. Pledges or transfers by way of security are not permitted. The customer hereby assigns to us in full by way of security any claims arising from the resale or any other legal grounds (e.g. insurance claim, tort) in respect of the goods subject to retention of title. If the reserved goods are sold together with other goods not belonging to us without or after further processing or combination, the assignment of the claim from the sale shall only apply to the amount of the value of the reserved goods. We accept this assignment.

5.3 Upon request, the customer is obliged to inform us of the names of his debtors and the amount of the invoice claims. The customer is obliged to insure the goods subject to retention of title against loss and damage. If we assert our rights arising from retention of title in the event of breach of contract by the customer, we shall have the right to enter the customer's premises in order to take possession of the goods subject to retention of title.

5.4 We undertake to release the securities to which we are entitled in accordance with the above provisions to the extent that the realizable value of these securities exceeds the claim to be secured by at least 10 %.

6. Warranty and liability

6.1 The party placing the order shall be obliged to inspect the goods - including packaged goods - immediately after receipt for recognizable defects and to notify Kampmann of these in writing within seven calendar days of receipt of the goods and stating the complaint in a verifiable manner. Defects which are not recognizable on careful inspection shall be notified to Kampmann in the same manner and within the same period from discovery. In the case of a sale by delivery to a place other than the place of performance, any recognizable transport damage shall be notified to the carrier in writing immediately on receipt by the party placing the order, otherwise to Kampmann if the shipment was made at Kampmann's risk.

6.2 In the event of a defect, Kampmann shall have the right to choose whether to remedy the defect or to deliver a defect-free item. Subsequent performance by us shall only be deemed to have failed if an existing defect has still not been remedied after the second attempt at subsequent performance. The rights of the customer in the event of failure, refusal and unreasonableness of subsequent performance shall remain unaffected.

6.3 The Buyer's claims for material defects shall lapse after twelve months. This shall not apply if the law prescribes longer periods in accordance with § 438 I No. 2, 445 b III, § 79 I, § 634 a I BGB and in cases of injury to life, body and health, in the event of an intentional or grossly negligent breach of duty or in the event of fraudulent concealment of a defect. The statutory provisions on suspension of expiry and recommencement of time limits remain unaffected.

6.4 The purchased item shall not be deemed to be defective in the event of an insignificant deviation from the agreed quality, in particular color and design, in the event of natural use or in the event of damage arising after the transfer of risk as a result of incorrect or negligent handling, maintenance or due to special external influences.

6.5 We shall always be liable in accordance with the mandatory provisions of the German Product Liability Act (Produkthaftungsgesetz) in the event of damage resulting from injury to life, limb or health for which we, our legal representatives or vicarious agents are responsible and for all damage caused by us or our legal representatives or vicarious agents intentionally or through gross negligence.

6.6 In the event of slight negligence, we shall only be liable in the event of a breach of material contractual obligations, except in the cases set out in Clause 6.5. In this case, our liability for property damage and financial loss shall be limited to the foreseeable damage typical of the contract. In the event of late and/or incorrect deliveries, we shall not be liable for consequential damages except in the cases specified in Clause 6.5.

6.7 Insofar as we make suggestions about the type of use or application of our products, these are not planning services on our part and any liability that goes beyond the product description is excluded.

7. Work services/work delivery services

A contract for work shall only exist if Kampmann has been commissioned with the delivery and installation of components manufactured by Kampmann. In this case, Kampmann's warranty obligation shall be reduced to two years, calculated from the date of acceptance. Acceptance may not be refused on account of insignificant defects.

In all other cases in which Kampmann merely has as its object the supply of movable building or plant parts to be manufactured, the law on sales shall apply, taking into account the above-mentioned General Terms and Conditions of Business of Kampmann.

8. Place of performance, place of jurisdiction and final provisions

8.1 The place of performance for deliveries shall be the place of dispatch, for payments the place of business of Kampmann.

8.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract - including actions on bills of exchange and checks - shall be, at our discretion, our registered office or the registered office of the customer. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if the place of residence or habitual abode is not known at the time the action is filed.

8.3 German law shall apply exclusively to all contracts between the customer and us, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.