Allgemeine Geschäftsbedingungen

GTC I General Terms and Conditions of Business NIRONIT Edelstahl GmbH & Co. KG

The following conditions are a translation of the German version of our general terms and conditions . This translation ensues without any liability for the accuracy of the translation. Legally binding is only the German version that is also available on this Website.

I. General, scope of application

1. These General Terms and Conditions of Business (GTC) apply solely and exclusively to any and all contracts, goods, services, consulting and other peripheral services from us. When making purchases in the online shop, the customer accepts the application of the GTC before completing his order by clicking on the corresponding button. These GTC also apply to any and all future transactions even if we do not make express reference to them, particularly if an order has been placed by telephone. Acceptance of goods we have supplied or processed or of a service we have performed is deemed acceptance of these GTC in every case. Any differing agreements or supplements will be binding solely if we have confirmed them in writing. Any conflicting terms and conditions of purchasing of the customer do not apply even in the absence of an express written objection.

2. These GTC apply solely vis-à-vis entrepreneurs within the meaning of Section 14 Civil Code [Bürgerliches Gesetzbuch; BGB]. Goods and services offered in our online shop are also aimed solely and exclusively at entrepreneurs within the meaning of Section 14 BGB. The use of the online shop is not possible until we have activated a customer’s account for this purpose. No products are sold to consumers within the meaning of Section 13 BGB.

II. Offers, conclusion of the contract, subject of the contract

1. Our offers are subject to change. Cost estimates and consultations are always non-binding. Oral agreements are not binding on the parties unless confirmed in writing. Documents pertaining to the offer such as illustrations, drawings, details of weight and dimensions, etc. are only approximate unless we have expressly designated them as binding. We retain title to offers and to any and all annexes attached to them. They may not be made accessible to third parties without our express written consent and must be returned to us upon request if no contract is concluded. The customer is liable for any and all loss or harm resulting from the disclosure to third parties for which he is accountable. The following provisions apply in derogation of the above during use of the online shop. The presentation of goods in the online shop does not constitute our submission of a binding offer. The customer submits a binding offer to conclude a purchase contract for the goods in the shopping basket by clicking on the button “Buy now”, concluding the ordering process. The customer begins by placing the selected goods in the shopping basket. The next step is the ordering process, at which time all the data required for order processing are recorded. All the entered information is displayed to the customer and can be viewed and, if necessary, corrected before the order is sent. The buttons “Remove” and “Change number” can be used to make any desired changes. In addition, the customer can change any information that has been entered by clicking on the links to the specific order data fields and using the “Back” function. A summary of the order and contract data appears at the end of the order process. In addition, the customer must accept these GTC. The customer submits the above-mentioned binding offer to conclude a purchase contract for the goods in the shopping basket solely after confirming these data by clicking on the “Buy now” button. We will send a confirmation in text form (email) of receipt of the order to the customer without delay. This confirmation of receipt merely documents that we have received the order; it does not constitute acceptance of the offer. The contract is concluded solely with our order or shipping confirmation in text form or with the delivery of the goods. We are authorised to accept the offer to conclude a contract inherent in the order within five workdays. Our delivery of the ordered goods within this period is equivalent to an acceptance. After expiry of this period, the customer is no longer bound by his offer. We usually notify the client when we reject an offer.

2. In derogation of Subsection II.1, the contract will be deemed concluded when the customer issues payment instructions whenever payment is made in advance. The condition precedent for the effective conclusion of a contract is always the completion of the order process by the sending of the order. The conclusion of the contract is subject to the reservation that the ordered goods are in stock or available for delivery.

3. If the quantity to be delivered is stated in the order confirmation as “approximate”, “kg eff.” or a comparable term, or if a deviation in quantity is customary in the trade and reasonable for the customer, a deviation within a tolerance of 10 percent is permissible and is deemed to be contractually agreed. In the event of any such deviation, the customer owes the remuneration for the quantity actually delivered.

4. The subject matter of the contract is solely and exclusively the delivered product featuring the properties and characteristics as defined in the order confirmation or, if the order has been placed in the online shop, the description in the shop. Public statements, promotions or advertising do not represent a contractual statement concerning the properties of the goods. Any other or more extensive properties or features or a specific intended use is deemed agreed solely if and when we expressly confirm them in writing.

5. Commercial confirmation letters are sent electronically. An order confirmation letter in paper form can be provided upon the customer’s written request.

6. Declarations, assurances, subsidiary agreements concerning and amendments to a contract are effective solely if and when we have confirmed them in writing. Electronic form is equivalent to written form.

7. The contract is concluded in German for orders within the Federal Republic of Germany and Austria and in English for orders in other countries.

8. Insofar as the customer orders the goods in the online shop, we will store the text of the contract (consisting of the customer’s order, GTC and order confirmation) in compliance with data protection regulations and send it to the customer by email.

III. Prices

1. Our prices are shown net ex works or warehouse, excluding cash discounts or other price reductions; packaging, freight, insurance and VAT (insofar as applicable) will be charged additionally. The prices displayed in the online shop are net prices excluding VAT unless otherwise stated. VAT is itemised in the online shop.

2. The customer bears the costs of handover and acceptance of the goods and shipment to any address differing from the place of performance. In the online shop, the possible shipping methods and the packaging, shipping, freight and insurance costs incurred in each case are shown to the customer.

IV. Payment

1. Payments must be made net to our payment office within ten workdays of issue of the invoice. In the online shop, the customer may use any of the payment methods displayed as available. These methods may vary from one customer to the next. If payment on account is possible for the customer and the customer chooses this option, the first sentence applies mutatis mutandis.

2. The customer has the right to offset payments or a right of retention solely insofar as his counterclaims that are due are undisputed or finally adjudicated.

3. The acceptance of cheques and duly taxed bills of exchange is subject to separate agreement, and they will be accepted solely on account of payment. Payment will not be deemed effected until they have been redeemed. This payment method is not available in the online shop.

4. Any agreed cash discount or other price reduction applies at all times solely to the net invoice value (excluding packaging, freight and insurance) and is subject to the condition precedent of full settlement by the customer of any accounts payable that are due on the date of application of the discount.

5. If and when it becomes evident after conclusion of the contract (especially because of the refusal of our commercial credit insurer to issue cover) that our claim to remuneration on the basis of this contract or other contracts with the customer is jeopardised owing to the customer’s inability to pay, we are entitled to the rights arising from the plea of uncertainty pursuant to Section 321 BGB. In this case, we are also authorised to designate any and all claims from the current business relationship with the customer that are not yet time-barred as immediately due and payable and to issue an advance invoice in the full amount of the order.

6. If the payment dates are exceeded, we will charge default interest at the statutory rate as well as the lump sum pursuant to Section 288 (5) BGB. The above provision is without prejudice to the assertion of further loss or harm due to default.

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

V. Delivery period

1. Delivery periods commence on the date of the order confirmation, but solely on the condition that any and all of the customer’s obligations have been met punctually, e.g. the documents and permits to be obtained by the customer have been submitted, letters of credit and guarantees presented and any down payments or, if advance payment has been agreed, payment of the purchase price in full has been effected. In the online shop, delivery periods are displayed with the goods. These periods may vary from one customer to the next.

2. The date of shipment from the factory or warehouse is authoritative for observance of delivery periods. The delivery period will be deemed observed upon notification of readiness for shipping if and when the goods are not shipped punctually owing to reasons for which we are not accountable.

3. Our delivery obligation is subject to correct and timely delivery by our own suppliers unless we are accountable for the incorrect or delayed delivery by our own suppliers. In the event of non-availability of the delivery item, we shall inform the customer without delay and, in the event of withdrawal, reimburse the customer's corresponding counter-performance without delay.

4. Force majeure entitles us to postpone delivery by the duration of the hindrance plus a reasonable lead-in period. The above provision also applies if and when such events occur during a previous delay. Official actions, strikes, lock-outs and other operational disruptions for which we are not accountable and that render delivery difficult or impossible are equivalent to force majeure. We must notify the customer without delay of the occurrence of any such hindrances. Should performance of the contract become unreasonable for either of the parties because of the events described above, said party may rescind the contract.

VI. Shipping/Terms and conditions of delivery

1. If the customer requests shipment of the goods to a place other than the place of performance, the goods will be shipped by forwarding agent “free kerbside” to the delivery address specified by the customer, i.e. to the public kerbside nearest to the delivery address, unless otherwise stated in the shipping information.

2. Unless otherwise agreed, we ship without packaging. Should the customer request packaging of the goods, we will package them in accordance with our experience and with our usual diligence at the customer’s expense. Should the customer have issued special instructions regarding the nature of the packaging or shipping, we are not required to review the feasibility of the instructions.

3. The goods will be insured against damage in transit solely upon the customer’s request and at his expense.

4. If we incur additional costs because the shipping address or addressee provided to us is incorrect or because of other circumstances that lead to failure of the delivery, the customer shall reimburse these costs unless the customer is not accountable for the incorrect information or the circumstances. The above provision applies as well in the event that the customer was temporarily prevented from accepting the performance unless we gave him reasonable advance notice of the delivery.

5. If and when we ship the goods to a place other than the place of performance at the customer’s request, the risk passes to the customer as soon as we have handed the goods over to the shipping agent, the freight agent or any other person engaged for the shipping. If and when shipment is delayed owing to circumstances for which the customer is accountable, the risk passes to the customer upon notification of readiness for shipment.

VII. Retention of title

1. We retain title to all delivered goods (reserved goods) until all our claims due from the customer have been paid, particularly including any and all balance claims to which we are entitled within the scope of the business relationship for a current account (current account reservation) and the claims that are established unilaterally by an insolvency administrator when opting for performance. The above provision also applies to future or conditional claims as well as when payments are effected for specifically marked claims. The current account balance expires finally upon settlement of all claims that are still unpaid on the date of payment and included in said current account balance.

2. Machining or processing of the reserved goods is performed on our behalf as manufacturers within the meaning of Section 950 BGB, but does not establish any obligation for us. The machined and processed goods will be deemed reserved goods within the meaning of Subsection 1. In the event of machining, combination or mixing of the reserved goods by the customer with other goods which do not belong to us, we are entitled to joint title to the new product in the ratio of the invoice value of the reserved goods on the date of delivery to the value of the other goods used on the date of processing. If the reserved goods are combined or mixed with other items and if another product is deemed the principal item within the meaning of Section 947 BGB, it is agreed here and now that a joint title share in the ratio of the invoice value of the reserved goods to the value of the other products used will be assigned to us and that the customer will take joint custody of the product on our behalf free of charge. Our co-ownership rights are deemed reserved goods within the meaning of Subsection 1. In case of doubt, the invoice value of the other goods used will be deemed their value.

3. The customer may sell the goods to which we have title solely in usual commercial transactions subject to his terms and conditions of business, subject to the condition that the claims from the resale are assigned to us in accordance with Subsection 5. The customer is not entitled to any other disposal of the reserved goods.

4. The customer shall notify us without delay of any seizure or any other impairment by third parties. The customer bears any and all costs incurred in annulling the attachment or in returning the reserved goods insofar as these costs are not reimbursed by third parties.

5. The claims from the resale of the reserved goods as well as any and all securities acquired by the customer for the claims are assigned to us here and now. They serve as security in the same scope as the reserved goods themselves. Assignment to third parties is not permitted. If the customer sells the reserved goods together with other goods which do not belong to us, the claim arising from the resale will be assigned to us in the ratio of the invoice value of the reserved goods to the value of the other goods sold. In the event of the sale of goods to which we have a joint title of ownership pursuant to Subsection 2, a share of the claim corresponding to our share of the ownership is assigned to us. If the reserved goods are used by the customer for performance of a contract for work and services, the claim from said contract is assigned to us in the same proportion in advance.

6. The customer is authorised to collect payments from the resale. The customer must keep the collected amounts separately and pay them to us without delay. This collection authorisation will lapse if we withdraw it, but at the latest in the event of late payment, failure to redeem a bill of exchange or filing of a petition for the initiation of bankruptcy proceedings. We shall make use of our right of withdrawal solely if and when it becomes clear after conclusion of the contract that our claim to remuneration on the basis of this or other contracts with the customer is at risk due to the customer’s inability to pay. Upon our request, the customer is obligated to advise its own customers of the assignment to us without delay and to provide to us the documents and information required for collection.

7. If the collection authorisation is revoked, the customer’s right of resale and of machining and processing of the reserved goods and their combination and mixing with other goods will lapse simultaneously. If the reserved goods are still on the customer’s premises, the customer must grant us access to the goods.

8. Should the recoverable value of the securities we hold exceed the nominal value of our claims, including secondary claims, by a total of more than 10 percent, we will upon the customer’s request release securities at our discretion.

9. The customer shall store the reserved goods on our behalf. Upon our request, we must be given the opportunity to draw up an inventory and label the reserved goods adequately on the storage site.

VIII. Contract work

1. If and when contracts for contract work have been concluded, the specifications and performance regulations as set forth in the order we have accepted are authoritative. Changes become effective solely with our express consent issued in text form. Binding commitments regarding the work result can generally not be given for technical reasons.

2. The customer shall ensure that no domestic or foreign industrial property rights of third parties, in particular copyrights, patent rights, trademark rights or utility model rights, are infringed by our performance of the contract work in accordance with his specifications. If a third party asserts against us an infringement of an industrial property right to which it is entitled, the customer shall upon first request indemnify and hold us harmless from and against any and all asserted claims.

3. The customer shall provide to us at his own expense the input material that we will be using for performance of the contracted work. The risk of loss or deterioration of the input material does not pass to us until the material reaches our warehouse. The return transport to the customer or to a recipient named by the customer is also at the customer’s expense and risk. We bear the risk solely until handover to the shipping agent.

4. All specifications required for processing shall be provided with the input material sent to us and must be in compliance with the agreed conditions. If we determine a deviation from the agreed conditions, we are entitled to refuse performance of the order until the specifications for performance of the order have been clarified with the customer.

5. We check the input material we receive solely with respect to quantity. A more extensive incoming goods inspection is not performed.

6. We have a right of lien on the input material provided to us as well as on the workpieces we have manufactured using the material. The right of lien serves to secure all claims to which we are entitled from the business relationship with the customer.

7. Since technical machining processes almost invariably result in material losses, customer’s specifications regarding the output quantity are binding solely if we expressly confirm them in writing. This confirmation is usually issued in a declaration containing the quantity of accepted input material, the minimum output quantity that must be delivered and, if applicable, a price surcharge agreed for this. The above provision also applies with regard to any changes in the agreed quantities. The customer bears the costs for any and all changes. If this confirmation has not been issued, the customer cannot assert any warranty claims against us based on process-related material losses and a resulting lower output quantity.

8. If the input material provided by the customer is defective or if the material we have processed is not used by the customer in accordance with its properties, the customer cannot assert any warranty claims or claims for damages against us.

9. All regulations of this Section VIII are without prejudice to the liability provisions of Section X.

IX. Warranty

1. The customer’s rights in the event of a defect are governed by the following provisions in supplement to the pertinent statutory provisions.

2. We must be notified in writing of any defect in the product before expiry of the warranty period in all cases. If and when the customer lodges complaints, he shall without delay give us an opportunity to inspect the goods; upon request, the goods that are the subject of the complaint or a sample of the goods shall be made available to us at his own expense.

3. The following applies to purchase contracts for goods. In the event of a justified and timely notice of defects (Section 377 Commercial Code [Handelsgesetzbuch; HGB]), we will, at our discretion, provide subsequent performance by subsequent improvement or subsequent delivery. In all other respects, the legal regulations of Section 437 et seqq. BGB apply mutatis mutandis. Claims relating to a defect of a newly manufactured product become time-barred one year from the date of delivery. Claims relating to a defect in a pre-used product are precluded.

4. We warrant the results of contract work in accordance with Section 634 et seqq. BGB. Claims relating to defects become time-barred one year from acceptance.

5. All regulations of this Section IX are without prejudice to the liability provisions of Section X below.

X. Liability

Unless otherwise regulated in these GTC, we are liable for damages solely in the event of wilful intent and gross negligence as well as culpable breach of essential contractual obligations. In all other respects, liability for simple negligence is precluded. Essential contractual obligations are any and all obligations that must be fulfilled if the contract is to be performed properly at all and that the contract partner can normally expect to be fulfilled. In the event of culpable breach of essential contractual obligations, we are liable — except in cases of wilful intent and of gross negligence— solely for harm or loss that is typical of the contract and foreseeable. The above limitations of liability do not apply to injury to life, body and health. The above provisions are without prejudice to claims based on the Product Liability Act. The above limitations of liability also govern the culpability of our legal representatives or vicarious agents.

XI. Data protection

1. We provide below information to you about the collection of your personal data during the conclusion of business transactions or contracts. The same policy is observed for the registration of a customer account and contract conclusions via our online shop. We comply with data protection regulations, in particular the General Data Protection Regulation (GDPR), in dealing with personal data.

2. We collect, store, process and use your personal data to the extent that, and as long as, this is necessary for the steps taken prior to entering a contract and for performance of any contract. More extensive collection, storage, processing and use of personal data take place solely if required or permitted by legal regulations or if you have given your express consent.

3. The collection, processing and use of your company name, contact, address, contact details, bank details and other information (hereinafter “personal data”) are required on the basis of point (b) of Art. 6 (1) GDPR for taking the steps prior to conclusion of a contract and for the performance of the contract. Registration of a customer account is required for the conclusion of contracts in our online shop. For this purpose, an email address is collected, stored and processed via the website in addition to the personal data mentioned above.

4. We are authorised — within the scope of what is lawfully permissible — to transfer these personal data to third companies if and to the extent that this is necessary to carry out the steps prior to entering a contract and to fulfil this agreement (such as shipping companies, invoicing) on the basis of point (b) of Art. 6 (1) GDPR or to fulfil a legal obligation pursuant to point (c) of Art. 6 (1) GDPR.

5. Provided the legal requirements have been met, you have the right to request information from us at any time about the personal data concerning you we have stored. You also have the right to request the rectification, blocking, restriction of processing and/or erasure or transfer of your data to a third party, provided that the legal requirements have been met. If you have given us your consent to use your personal data, you may withdraw this consent at any time with effect for the future. Moreover, you have the right to lodge a complaint with a supervisory authority.

6. We will erase your personal data at the latest upon expiry of the statutory retention period (Section 147 Fiscal Code [Abgabenordnung; AO], Section 257 HB), i.e. after 10 years, beginning with the end of the year in which the contract was fully performed or terminated.

7. You will find more detailed information about the handling of personal data and the rights to which you are entitled in our privacy policy nironit.de/datenschutz.html.

8. For information, rectification, erasure and blocking and to exercise the right of withdrawal or objection, please contact us, the controller: NIRONIT Edelstahl GmbH & Co. KG, Am Oheberg 8, 21224 Rosengarten, email to datenschutz(at)nironite.de.

XII. Notice of product recommendations upon conclusion of the contract; right to object at any time

If you purchase goods from us or use our services, we will, insofar as permitted by legal regulations, send to you information emails and product recommendations for our own goods and services that are similar if you have not objected to this. This also applies to product recommendations via our online shop. The personal data we process for sending the information emails will not be transmitted to third-party companies and will be used solely to send the information emails. The legal grounds for this activity are found in point (f) of Art. 6 (1) GDPR in conjunction with Section 7 (3) Act Prohibiting Unfair Competition [Gesetz gegen den unlauteren Wettbewerb; UWG]. You may object to receiving the information emails with our product recommendations by email at any time and unsubscribe by clicking on the separate link at the end of each information email newsletter. In addition, you have the option to stop or refuse any further receipt of the information emails by sending an email to datenschutz(at)nironite.de. You will not incur any costs other than the transmission costs of your basic rate plan.

XIII. Export, value-added tax

1. The customer must pay to us the statutory value-added tax. The claim of the tax exemption for a delivery within the meaning of the Value-Added Tax Act [Umsatzsteuergesetz; UStG] is dependent on fulfilment of the legal requirements. If the requirements cannot be met because of a circumstance for which the customer is accountable, we are authorised to charge VAT at the statutory rate in addition to the agreed purchase price.

2. The customer’s obligations vis-à-vis us include the transmission of the documentary evidence required for exports and intra-Community shipments in the case of transport or shipment by the customer (e.g. confirmation of receipt in the case of intra-Community shipments) as well as the notification of the customer’s legal VAT identification number that is required in the case of an intra-Community shipment.

XIV. Final provisions

1. The place of performance for shipments is the dispatching factory for shipments ex works and the warehouse for shipments ex warehouse. The place of performance for services to be performed pursuant to this contract other than shipments, particularly payment, is our registered office.

2. If the customer is a merchant, the sole and exclusive place of jurisdiction for any and all disputes arising from the contractual relationship is our registered office. We are also entitled to file suit at the venue of the customer’s registered office.

3. The contract shall be exclusively governed by German law to the preclusion of private international law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is precluded.

4. Should any provision of these GTC be or become invalid, said invalidity is without prejudice to the validity of the other provisions.

NIRONIT Edelstahl GmbH & Co. KG
Revision March 2022

General Terms and Conditions of Purchase of NIRONIT Edelstahl GmbH & Co. KG

I. General provisions, scope of application

1. These General Terms and Conditions of Purchasing apply solely and exclusively to any and all orders and contracts submitted and/or concluded by NIRONIT Edelstahl GmbH & Co. KG — hereinafter: NIRONIT — unless expressly agreed otherwise. These terms and conditions also apply to any and all future transactions even if NIRONIT does not make express reference to them. Objection is hereby expressly lodged to any and all deviating terms and conditions of the contractor (supplier, seller — hereinafter known collectively as the Contractor). The unconditional acceptance of order confirmations or deliveries does not constitute recognition of any such terms and conditions. Any deviating agreements or modifications will be binding solely if and when we have confirmed them in writing.

2. These General Terms and Conditions of Purchasing apply solely vis-à-vis entrepreneurs within the meaning of Section 14 Civil Code [Bürgerliches Gesetzbuch; BGB].

3. The Contractor’s first delivery subject to these Terms and Conditions of Purchasing constitutes its acceptance of their sole and exclusive authority for the initial and for any and all future orders.

II. Offers, conclusion of the contract, confidentiality

1. Orders and engagements are binding solely if and when they have been submitted in writing or have been confirmed in writing. Orders, release orders and changes and modifications thereto may — subject to prior written agreement — also be submitted by remote data transmission or by machine-readable means, whereby confirmation in electronic form as a minimum is required for them to be binding. The provisions in the first and second sentences above also apply to any and all oral subsidiary agreements and amendments to the contract. NIRONIT’s offer to conclude a contract may be accepted solely within a period of 14 days unless otherwise agreed.

2. Remuneration for visits or for the preparation of offers, projects, etc. will not be granted.

3. The conclusion of the contract shall be treated confidentially. The Contractor may refer to its business relationship with NIRONIT in promotional materials solely after obtaining written consent.

4. The Contractor covenants to treat any and all commercial or technical details that are not self-evident and that become known to it through the business relationship as trade secrets. The same terms and conditions of confidentiality shall be imposed on any and all sub-suppliers.

III. Shipping

1. The Contractor shall comply with the shipping requirements of NIRONIT and the forwarding agent or freight carrier. NIRONIT’s order and identification numbers must be noted on any and all shipping documents, correspondence and invoices.

2. Shipping costs, including packaging, insurance and any and all other ancillary costs will be borne by the Contractor unless expressly agreed otherwise.

3. Transport of the consignments to the place of performance is at the Contractor’s risk.

IV. Prices and terms and conditions of payment

1. Agreed prices are maximum prices; any and all price reductions in the period between placement of the order and payment of the invoice will be effected to the benefit of NIRONIT.

2. Invoices showing the order and identification numbers shall be issued immediately after shipment of the goods. Value-added tax shall be itemised.

3. Payment will be made subject to the reservation of proper delivery and correct pricing and calculation. Determination of a defect subject to warranty entitles NIRONIT to withhold payment until the warranty obligation has been fulfilled.

4. Payment will be made in the manner usual in the trade, either with a 3 percent cash discount within 14 calendar days or net after 30 calendar days, calculated as of delivery/performance and receipt of invoice.

V. Value-added tax

1. NIRONIT is not liable for any value-added tax itemised on the invoice to NIRONIT unless this is a legally owed value-added tax (as defined in the Turnover Tax Act [Umsatzsteuergesetz; UStG]/turnover tax provisions).

2. If NIRONIT does not determine until a later point in time that itemised value-added tax was not legally owed (e.g. because of an incorrect or unjustified tax statement), the Contractor covenants to reimburse NIRONIT for the resulting tax liabilities, including any ancillary tax payments.

VI. Delivery periods, delivery dates

1. The delivery periods or dates stated in orders are binding and are defined as the arrival time at the place of performance.

2. If compliance with a deadline is not possible, NIRONIT shall be informed without delay in writing, including a statement of 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 Contractor’s expense and risk.

4. The Contractor is obligated to compensate NIRONIT for any and all direct and indirect loss caused by the delay insofar as the Contractor is accountable for the occurrence of any such loss.

5. The Contractor may plead NIRONIT’s failure to provide documents required for the order solely if and when the Contractor has issued a written reminder for the provision of said documents and they have not been provided to the Contractor within a reasonable period of time.

6. Reservation of delivery by the Contractor’s own suppliers is precluded.

7. Force majeure releases the parties from their performance obligations for the duration and in the scope of the disruption. The above provision also applies if and when such events occur during a current delay. Official actions, strikes, lockouts and epidemics (including epidemics and pandemics), insofar as a risk level of at least "moderate" is defined by the Robert Koch Institute, and other operational disruptions for which we are not accountable and that render service difficult or impossible are equivalent to force majeure. The parties are obligated to provide without delay the required information to the extent reasonable and to adjust in good faith their obligations in response to the changed conditions. NIRONIT is released from the obligation to accept the ordered consignment/performance, in whole or in part, and to this extent is entitled to withdraw from the contract if and when, taking into consideration commercial factors, NIRONIT can no longer utilise the products/performance because of the delay caused by force majeure and/or strikes or lockouts. NIRONIT and the Contractor are entitled to withdraw from the contract if and when the event lasts longer than three months.

8. NIRONIT reserves the right to return the goods at the Contractor’s expense if and when premature delivery is made. If the consignment that is delivered prematurely is not returned, the goods will be stored at NIRONIT at the Contractor’s expense and risk until the delivery date. NIRONIT reserves the right not to effect payment for any premature delivery until the previously agreed due date.

9. NIRONIT accepts partial deliveries solely in accordance with prior express agreement. If partial delivery is made in accordance with agreement, the remaining items of the consignment must be listed.

10. In the event that, due to delays in delivery — whatever their nature and origin — NIRONIT is unable to meet its obligations to its own customers/buyers or is unable to do so in good time, the Contractor, insofar as it is accountable for the delay, will indemnify and hold harmless NIRONIT vis-à-vis the customers/buyers from and against any and all claims for damages, reductions and any and all other legal disadvantages, in particular in the event of loss of profit or losses from production downtime.

VII. Warranty

1. The Contractor warrants that the goods comply with the submitted specifications, pertinent standards, the requirements and regulations of government authorities, trade associations and professional associations, and the state of technology. If the Contractor has reservations about performance in accordance with this request, it shall notify NIRONIT of its reservations in writing without delay.

2. If and when the purchase is a commercial transaction for NIRONIT and the Contractor, NIRONIT will notify the Contractor of any and all defects in the goods immediately after their discovery, but no later than within five workdays. The above provision applies with respect to both obvious and hidden defects. In the event of a complaint, the Contractor may be charged for the costs of the inspection.

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

4. In the event of an agreed contractual penalty for delay in delivery, the claim to a contractual penalty remains effective even if it is not expressly asserted upon acceptance of the consignment. More extensive claims remain effective without specific declaration of their reservation upon acceptance.

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

6. The warranty period is a minimum of 24 months from the time of delivery at the place of performance. A longer statutory warranty period prevails over the above provision.

7. In the event of a defective delivery, the Contractor shall, at NIRONIT’s option, provide subsequent performance in the form of remedy of defects or subsequent delivery. In urgent cases, NIRONIT is also entitled — after consultation with the Contractor — to remedy the defects itself or to have them remedied by a third party or to procure replacements elsewhere at the Contractor’s expense. The above provision also applies if and when the Contractor is in default of performance of its warranty obligation. If and when the statistical test procedure specified in the order determines that the maximum permissible defect percentage has been exceeded, NIRONIT is entitled to assert claims for defects with regard to the entire consignment or, after prior consultation with the Contractor, to test the entire consignment at the Contractor's expense.

8. The Contractor is liable for replacement deliveries and subsequent improvement work to the same extent as for the original consignment, i.e. including transport, road and labour costs, without limitation. The warranty period for replacement deliveries begins at the earliest on the day of arrival of the replacement consignment.

9. Within the scope of its obligation to pay damages, the Contractor will upon first request indemnify and hold harmless NIRONIT from and against any and all third-party claims that are asserted on the grounds of defects, infringement on third-party property rights or product damage from its delivery as a consequence of its role in causation.

10. The Contractor is obligated to reimburse any and all reasonable costs for a product recall pursuant to product liability law. NIRONIT will as soon as possible notify the Contractor beforehand and request a statement of its position. The Contractor affirms its maintenance of reasonable product liability insurance.

VIII. Retention of title

NIRONIT recognises solely any simple retention of title of the Contractor to the latter’s goods stored with at NIRONIT insofar as NIRONIT has not previously become the owner of these goods by virtue of their processing, combining or mixing. The assignment to the Contractor of NIRONIT’s claims pursuant to the resale of these goods (so-called extended or expanded retention of title) is precluded.

IX. Liability

1. Unless otherwise regulated in these Terms and Conditions of Purchasing, NIRONIT is liable for damages solely and exclusively in cases of wilful intent or gross negligence and of culpable breach of essential contractual obligations; in all other respects, liability for simple negligence is precluded. Essential contractual obligations are any and all obligations that must be fulfilled if the contract is to be performed properly at all and that the contract partner can normally expect to be fulfilled. In the event of culpable breach of essential contractual obligations, NIRONIT is liable solely for harm or loss that is typical of the contract and foreseeable except in cases of wilful intent and of gross negligence.

2. The above limitations of liability do not apply to injury to life, body and health. These provisions are without prejudice to claims based on the Product Liability Act.

3. The above limitations of liability also govern the culpability of NIRONIT’s legal representatives or vicarious agents.

X. Offset and assignment

1. The Contractor is authorised to offset solely those claims that are undisputed or have been finally adjudicated by a court of law. NIRONIT is authorised to offset any and all claims against the Contractor without restriction.

2. The assignment of claims against NIRONIT is effective solely and exclusively with NIRONIT’s written consent.

XI. Provided information and documents

We retain title to any and all drawings, drafts, samples, manufacturing specifications, internal company data, tools, equipment etc. that we have provided to the Contractor for the purpose of preparing an offer or performing an order. They may not be used for other purposes, reproduced or made accessible to third parties and must be kept safe with the care of a prudent businessman. After completion of the order, they must be returned to NIRONIT automatically.

XII. Third-party intellectual property rights

The Contractor warrants that the intended use of the purchased goods is not in conflict with any third-party rights and in particular does not infringe on any third-party intellectual property rights. Insofar as claims based on a possible infringement of third-party rights such as copyrights, patents and other intellectual property rights are nevertheless asserted against NIRONIT, the Contractor will indemnify and hold harmless NIRONIT from and against any and all such claims and from and against any performance relating to said claims. NIRONIT is authorised to acquire from the parties holding any such rights the approval for use of the pertinent goods and services at the Contractor’s expense.

XIII. Privacy

1. We provide below information to you about the collection of your personal data during the conclusion of business transactions or contracts. We comply with data protection regulations, in particular the General Data Protection Regulation (GDPR), in dealing with personal data.

2. We collect, store, process and use your personal data to the extent that, and as long as, this is necessary for the steps taken prior to entering a contract and for fulfilment of the contract. More extensive collection, storage, processing and use of personal data take place solely if required or permitted by legal regulations or if you have given us your express consent.

3. The collection, processing and use of your company name, contacts, address, contact details, bank details and other information (hereinafter “personal data”) is required on the basis of point (b) of Art. 6 (1) GDPR for taking the steps prior to conclusion of a contract and for the fulfilment of the contract.

6. We will erase your personal data at the latest upon expiry of the statutory retention period (Section 147, Subsection 3 of the Fiscal Code [Abgabenordnung; AO]), i.e. after ten years, beginning with the end of the year in which the contract was fully performed or modified.

7. You will find more detailed information about the handling of personal data and the rights to which you are entitled in our privacy policy (LINK).

XIV. Final provisions

1. Should individual provisions of these General Terms and Conditions of Purchasing be or become invalid, any such invalidity is without prejudice to the validity of the remaining provisions.

2. Unless expressly agreed otherwise, the place of performance for the delivery obligation is the shipping address or place of performance we have requested; the place of performance for any and all other obligations of both parties is 28199 Bremen.

3. If and when the Contractor suspends payments or if and when a petition for the initiation of either bankruptcy proceedings against its assets or of in-court or out-of-court composition proceedings is filed, we are entitled to withdraw from the contract.

4. German is the authoritative language of the contract. Insofar as the parties use other languages in addition, the German wording prevails.

5. If the Contractor is a merchant, jurisdiction for any and all disputes arising from the contractual relationship is NIRONIT’s place of business. NIRONIT is also entitled to file suit at the Contractor’s place of business.

6. The contract is governed solely and exclusively by German law. The application of the UN law on the sale of goods is precluded.

NIRONIT Edelstahl GmbH & Co. KG
Revision March 2022