General Terms and Conditions

§1 General

1.1 The following conditions apply to all, including future deliveries and services, offers and order confirmations of Sintron Distribution GmbH (hereinafter referred to as "supplier").

1.2 Verbal subsidiary agreements, possible guarantees, contract supplements or contract amendments require the written confirmation of the supplier in order to be legally effective. The formal requirement according to this clause can only be waived in writing.

1.3 The purchaser's terms and conditions shall only apply if they have been expressly accepted in writing by the supplier and shall not become part of the contract even upon acceptance of the order. The formal requirement according to this clause can only be waived in writing.

1.4 All offers are always subject to change without notice. Unless otherwise agreed, the extent of deliveries or services (hereinafter referred to as "deliveries") shall be determined by the supplier's order confirmation.

1.5 In principle, we allow the use of our images for advertising in printed form, e.g. in catalogues and flyers. The use of our images on the Internet is excluded. This requires our express written permission.

§2 Prices and terms of payment

2.1 In the absence of a separate agreement, the prices shall apply from the supplier's registered office, excluding freight, packaging, insurance and other ancillary costs as well as plus the applicable statutory value-added tax.

2.2 Credit notes for cheques always apply subject to their receipt. Discountable bills of exchange will only be accepted upon special agreement. Costs for their collection and discounting shall always be paid by the customer.

2.3 If the customer is more than 10 days in default in a payment, also as far as it concerns payment obligations from other legal transactions, or if he has stopped his payments, or if a substantial deterioration of his financial circumstances has occurred, all claims of the supplier from all existing contracts against the customer are due for payment immediately. The customer shall no longer be entitled to claim any discounts granted to him.

2.4 The withholding of payments due to unacknowledged complaints or differences of opinion of any kind and/or offsetting against disputed counterclaims or counterclaims that have not been legally established is excluded.

2.5 With new customers we accept the first 3 payments for insurance reasons only by prepayment, PayPal or cash on delivery. The minimum order value is 50 Euro.

§3 Delivery periods and delay

3.1 In the absence of a separate agreement, an agreed delivery period shall commence upon receipt of the supplier's order confirmation, but not before receipt of all documents and information required for the execution of the order and after fulfilment of all other obligations on the part of the purchaser, including the performance of any payments, in particular down payments and advance payments. The delivery period is subject to correct and punctual self-supply as well as the occurrence of unforeseen events such as force majeure, strike, lockout and other circumstances for which the supplier is not responsible. In such cases, which must be notified to the customer, the delivery period shall be extended by a reasonable period of time.

3.2 The delivery period shall be deemed to have been observed if the delivery item has left the supplier's delivery warehouse or readiness for shipping has been notified by the end of the delivery period. If shipping or acceptance of the delivery item is delayed for reasons for which the customer is responsible, the costs incurred as a result of the delay shall be charged to the customer, commencing one month after notification of readiness for shipping or acceptance.

3.3 The customer may withdraw from the contract without setting a deadline if the entire delivery becomes finally impossible for the supplier before the passage of risk. In addition, the purchaser may withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and he has a justified interest in rejecting the partial delivery. If this is not the case, the purchaser shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the supplier's inability to perform. Section 7.2 shall otherwise apply.

3.4 If the impossibility or inability to perform occurs during the delay in acceptance or if the purchaser is solely or predominantly responsible for these circumstances, he shall remain obliged to pay consideration.

3.5 If the supplier is in default and the purchaser suffers damage as a result, the purchaser shall be entitled to demand a compensation for the delay at a flat rate. For each full week of delay, it shall amount to 0.5 % in total but not more than 5 % of the value of that part of the total delivery which cannot be fulfilled in time or in accordance with the contract as a result of the delay.

3.6 If the purchaser sets the supplier a reasonable deadline for performance after the due date - taking into account the material exceptions - and if the deadline is not met, the Purchaser shall be entitled to withdraw from the contract within the framework of the legal requirements.

3.7 Further claims arising from delay in delivery shall be governed exclusively by section 7.2 of these terms and conditions.

§4 Shipping

4.1 If shipping or delivery is delayed by more than 1 month after notification of readiness for shipment at the request of the purchaser, the purchaser may be charged storage charges of 0.5% of the price of the items to be delivered for each month commenced, but not more than a total of 5%. The contracting parties are at liberty to prove higher or lower storage costs.

4.2 In the absence of a separate agreement, shipment shall be at the expense and risk of the purchaser. The route and mode of transport shall be at the supplier's discretion; the supplier shall make the choice with the care of a prudent businessman, whereby the supplier and its vicarious agents shall only be liable for insufficient care in cases of intent or gross negligence.

4.3 Each consignment is insured for transport from the delivery warehouse; the costs incurred thereby shall be charged to the purchaser.

4.4 Transport damage must be reported to the supplier within 7 days of receipt of the delivery, enclosing evidence.

4.5 National deliveries shall be free of shipping costs from an order value of 1000 Euro net. Excluded from this regulation are deliveries with special price agreements as well as bulky and/or heavy articles such as boxes or canvases which must be shipped separately or by forwarding agency. Subsequent deliveries will be free of shipping costs if they could have been shipped with the original shipment in a box.

§5 Retention of title

5.1 All delivery items shall remain the property (reserved goods) of the supplier until all receivables, irrespective of their legal basis, have been satisfied, including future or conditional receivables, including those arising from contracts concluded simultaneously or later. This shall also apply if payments are made for specifically designated receivables.

5.2 The machining and processing of the delivery items shall be carried out for the supplier as manufacturer within the meaning of § 950 BGB without obligating him. The processed delivery items shall be regarded as reserved goods within the meaning of section 5.1. If the purchaser processes, combines or mixes the delivery items with other goods, the supplier shall be entitled to co-ownership of the new item(s) in the ratio of the invoice value of the processed delivery items to the invoice value of the other goods used. If the supplier's ownership expires due to combination or mixing, the purchaser hereby assigns to the supplier the ownership rights to which the Purchaser is entitled to the new stock or item to the extent of the invoice value of the reserved goods and shall keep them in safe custody for the Supplier free of charge. The co-ownership rights resulting therefrom shall be deemed to be reserved goods within the meaning of section 5.1.

5.3 The purchaser may only sell the delivery items in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the receivables from the resale in accordance with sections 5.4 to 5.6 are transferred to the supplier. The purchaser is not entitled to dispose of the reserved goods in any other way.

5.4 The purchaser's receivables arising from the resale of the reserved goods are hereby assigned to the supplier. They serve him as security to the same extent as the reserved goods. If the reserved goods are sold by the customer together with other goods not sold by the supplier, the assignment of receivables from the resale shall only apply to the amount of the resale value of the respective delivery items sold. In the event of the resale of delivery items in which the supplier has coownership shares in accordance with section 5.2, the assignment of receivables shall apply to the amount of these co-ownership shares.

5.5 If the purchaser includes the receivables from the resale of reserved goods in a current account relationship existing with his customer, the current account receivable is fully assigned to the supplier. After balancing, it shall be replaced by the acknowledged balance, which shall be deemed assigned up to the amount of the original current account receivable.

5.6 The purchaser is entitled to collect receivables from the resale until revoked by the supplier, which is permissible at any time. The purchaser is only entitled to assign the receivables, including the sale of the receivables to factoring banks, with the prior written consent of the supplier. At the request of the supplier, the purchaser is obliged to inform his customers immediately of the assignment - unless the supplier does this himself - and to hand over the information and documents required for collection to the supplier.

5.7 In the case of payment by cheques, ownership of the cheques shall pass to the supplier as soon as the purchaser acquires it. If payment is made by bill of exchange, the purchaser hereby assigns to the supplier in advance any rights arising therefrom. The handover of these documents is replaced by the fact that the purchaser keeps them in safe custody for the supplier or, if he does not acquire direct possession of them, hereby assigns in advance his claim to surrender against third parties to the supplier. The purchaser shall immediately hand over these documents with his endorsement to the supplier.

5.8 The purchaser's right to own the reserved goods shall lapse if he fails to fulfil his obligations under this or any other contract with the supplier. In the event of such breach of contract by the purchaser, in particular default in payment, the supplier shall be entitled to take back the retained goods following a reminder and the purchaser shall be obliged to surrender the retained goods.

5.9 The Purchaser must inform the Supplier immediately of any seizure or impairment by third parties and provide him with the information and documents required to assert his rights. An application to open insolvency proceedings against the assets of the purchaser shall entitle the supplier to withdraw from the contract and to demand the immediate return of the reserved goods.

5.10 If the value of the existing securities exceeds the secured receivables by more than 20% in total, the supplier shall be obliged to release securities of the supplier's choice at the purchaser's request.

5.11 The purchaser is obliged to insure the reserved goods against fire, water and theft.

5.12 If special conditions or formal requirements exist in the country of the purchaser for the transfer of ownership of the delivered items or the securities, the purchaser must ensure that they are fulfilled at his own expense.

§6 Warranty and Liability

For material defects and defects of title of the delivery, the supplier warrants as follows, excluding further claims - subject to Section 7.2: Material defects

6.1 All those parts which turn out to be defective as a result of a circumstance prior to the passage of risk shall be repaired or replaced free of defects at the discretion of the supplier free of charge. The supplier must be notified immediately in writing of the discovery of such defects. Replaced parts shall become the property of the supplier.

6.2 After consultation with the supplier, the purchaser shall give the supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the supplier deems necessary, otherwise the supplier shall be released from liability for the resulting consequences.

6.3 Of the direct costs arising from the repair or replacement delivery, the supplier shall bear the costs of the replacement part including dispatch, insofar as the complaint proves to be justified.

6.4 Within the bounds of the statutory provisions, the purchaser shall have the right to withdraw from the contract if the supplier - taking into account the statutory exceptions - allows a reasonable period of time set for the supplier for repair or replacement due to a material defect to elapse fruitlessly. If there is only an insignificant defect, the purchaser shall only be entitled to a reduction of the contract price. The right to a reduction of the contract price shall otherwise be excluded.

6.5 Further claims shall be determined in accordance with section 7.2 of these terms and conditions. Defects of title

6.6 If the use of the delivery item leads to an infringement of industrial property rights or copyrights in the purchaser's country, the supplier shall, at his own expense, procure for the purchaser the right to continue using the delivery item or modify the delivery item in a manner reasonable for the purchaser in such a way that the infringement no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the purchaser shall be entitled to withdraw from the contract. Under the aforementioned conditions, the supplier shall also be entitled to withdraw from the contract.

6.7 Subject to section 7.2, the supplier's obligations set out in section 6.6 are final in the event of an infringement of industrial property rights or copyrights. They shall only exist if
- the purchaser notifies the supplier immediately of the claimed infringements of industrial property rights or copyrights;
- the purchaser supports the supplier to a reasonable extent in defending the asserted claims or enables the supplier to carry out the modification measures in accordance with Section 6.6;
- the supplier reserves the right to take all defensive measures, including out-of-court settlements;
- the defect of title is not based on an instruction given by the purchaser and
- the infringement of rights has not been caused by the fact that the purchaser has arbitrarily modified the delivery item or used it in a manner not in accordance with the contract.

§7 Liability

7.1 If the delivery item cannot be used by the purchaser in accordance with the contract due to the fault of the supplier as a result of omitted or faulty execution of proposals and consultations made before or after conclusion of the contract or due to the breach of other contractual ancillary obligations - in particular instructions for operation and maintenance of the delivery item - the provisions of sections 6 and 7.2 shall apply accordingly to the exclusion of further agreement by the purchaser.

7.2 The Supplier shall only be liable for damage which has not occurred to the delivery item itself, for whatever legal reasons:

a. in case of intent,
b. in the event of gross negligence on the part of the supplier's executive bodies or executive employees,
c. in the event of culpable injury to life, body or health,
d. in the case of defects which he has fraudulently concealed or whose absence he has guaranteed,
e. in the event of defects in the delivery item, to the extent that liability exists under the Product

Liability Law for personal injury or property damage to privately used items. In the event of culpable violation of essential contractual obligations, the supplier shall also be liable for gross negligence on the part of non-executive employees and for slight negligence; in the latter case, however, liability shall be limited to reasonably foreseeable damage typical of the contract.

§8 Limitation period

All claims of the customer on whatever legal grounds shall become time-barred after 12 months. For claims for damages according to section 7.2, the respective statutory periods shall apply. The statutory periods shall also apply to recourse claims pursuant to § 478 BGB (German Civil Code) and delivery items which have been used for a building in accordance with their customary purpose and have caused its defectiveness.

§9 Software

9.1 Insofar as software is included in the scope of delivery, the customer shall be granted a nonexclusive right within the framework of the specifications of the software supplier to use the delivered software including its documentation. It shall only be made available for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited.

9.2 The customer may only reproduce, revise, translate or convert the software from direct code to source code to the extent permitted by law. The purchaser undertakes not to remove or alter manufacturer's details - in particular copyright notices - without the prior express consent of the supplier.

9.3 All other rights to the software and the documentation including copies shall remain with the supplier or the software supplier. Sublicensing is not permitted.

§10 Applicable Law, Place of Performance and Jurisdiction

10.1 All legal relationships between the supplier and the purchaser shall be governed exclusively by the law of the Federal Republic of Germany applicable to legal relationships between domestic parties.

10.2 The place of jurisdiction is the registered office of the supplier. The supplier shall also be entitled to sue at the purchaser's place of business or at any other statutory place of jurisdiction. This provision shall also apply to bill of exchange and cheque procedures. If the purchaser is a merchant, a legal entity under public law or a special fund under public law, the above jurisdiction shall also apply in the event of cancellation, withdrawal, change or the like.

10.3 Place of performance for deliveries and services as well as for payments of the purchaser, also for claims from cheques and bills of exchange, is the place of performance of the registered office of the supplier.

§11 Final provisions

11.1 The headings only serve to improve clarity and have no material significance, in particular not that of a final regulation. Should individual provisions of these general terms and conditions of sale and delivery be or become invalid, this shall not affect the legal validity of the remaining provisions.

11.2 The ineffective provisions must be reinterpreted in such a way that their purpose can be fulfilled effectively.