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General Terms and Conditions for Reworking, Contract Manufacturing and Briquetting Services →

§ 1 General Provisions, Scope

1. These General Terms and Conditions ("GTC") of Eifelglut GmbH ("Supplier") apply to business relationships with the Supplier's customers ("Customer"), provided the Customer is an entrepreneur (§ 14 German Civil Code / BGB), a legal entity under public law, or a special fund under public law. The subject matter of the business relationship is in particular the sale and delivery of products ("Products").
2. Unless otherwise agreed, the GTC in the version valid at the time of the order – or at least in the version most recently communicated to the Customer in text form – shall apply as a framework agreement to similar future contracts, without the Supplier needing to refer to them again in each individual case.
3. These GTC apply exclusively. Deviating, conflicting, or supplementary terms and conditions of the Customer shall only become part of the contract if and to the extent that the Supplier has expressly agreed to their application in writing. This requirement for consent applies in all cases, e.g. even if the Supplier carries out delivery without reservation with knowledge of the Customer's terms and conditions.
4. Individual agreements made with the Customer in specific cases, including ancillary agreements, supplements and/or amendments, shall in all cases take precedence over these GTC. The content of such agreements shall be governed by a written contract or the Supplier's written confirmation, subject to proof to the contrary.
5. Legally relevant declarations and notifications by the Customer with respect to the contract (e.g. setting of deadlines, notice of defects) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).

§ 2 Conclusion of Contract

1. The Supplier's offers are subject to change and non-binding. This also applies if the Supplier has provided the Customer with catalogues, technical documentation such as drawings, plans, calculations, references to DIN standards, other product descriptions or documents, to which the Supplier reserves ownership and copyright.
2. The Customer's order constitutes a binding contractual offer. Acceptance of the order requires written confirmation by the Supplier (e.g. order confirmation). Acceptance may also be effected by delivery of the Products.
3. If the Customer requests finishing of Products as part of their order, the Supplier shall first clarify the details with the Customer. The Customer will then receive a corresponding written offer from the Supplier, which requires written acceptance by the Customer.
4. Upon acceptance, a contract is concluded between the Supplier and the Customer.
5. The Supplier reserves the right to refuse orders and/or to terminate contracts already concluded with immediate effect and without notice if the transmitted print data is criminally relevant and contains in particular pornographic, fascist or radical content, or otherwise infringing or unlawful content. The costs incurred by the Supplier as a result, as well as the costs and expenses already accrued up to the time of termination, shall be borne by the Customer.
6. The Customer warrants to the Supplier that the print data does not infringe any third-party rights, in particular copyright, trademark, personal rights or name rights. The Customer further warrants that they hold the necessary rights, licences and/or usage rights to commission and manufacture the Products by the Supplier. The Customer hereby grants the Supplier all necessary permissions regarding the rights, licences and/or usage rights required to fulfil the order.

§ 3 Delivery, Transfer of Risk, Default of Acceptance

1. Unless otherwise agreed or regulated differently below, delivery of the Products shall be made to the destination specified by the Customer in the order. The Supplier is entitled to determine the method of shipment (in particular transport company, shipping route, packaging) at its own discretion. Delivery is deemed to have taken place as soon as the Supplier has handed over the Products to the carrier. The Supplier shall invoice the Customer for the transport costs.
2. The risk of accidental loss and accidental deterioration of the Products passes to the Customer upon delivery (cf. § 3 No. 1 of these GTC). If the Customer defaults on acceptance, fails to perform a cooperative act, or if delivery is delayed for other reasons attributable to the Customer, the Supplier is entitled to claim compensation for the resulting damage including additional expenses (e.g. storage costs, transport costs).
3. Loading and unloading times of up to 120 minutes from the agreed time window or from the arrival of the duly notified vehicle are included in the agreed remuneration. Additional waiting and standby times will only be reimbursed if:
   1. they are attributable to the contractor,
   2. the contractor was immediately informed of the impending or actual overrun,
   3. the standby time and its cause are duly documented, and
   4. the costs claimed are reasonable and in line with market rates. Early arrival, lack of pre-notification, violation of time window/slot specifications, or other circumstances within the responsibility of the freight forwarder or client do not give rise to a claim for reimbursement.

§ 4 Delivery Period, Delay in Delivery

1. Any delivery periods are agreed individually and are only binding if the Supplier confirms the respective delivery period in writing upon acceptance of the order. In the case of finishing pursuant to § 2 No. 3 of these GTC, the delivery period is only binding if it was submitted by the Supplier in its written offer and accepted in writing by the Customer accordingly.
2. If the Supplier is unable to meet binding delivery periods for reasons beyond its control (non-availability of the service), the Supplier will inform the Customer without delay and simultaneously communicate the expected new delivery period. If the service is also unavailable within the new delivery period, the Supplier is entitled to withdraw from the respective contract in whole or in part; any consideration already provided by the Customer will be reimbursed without delay. Non-availability of the service in this sense includes in particular the failure of the Supplier's sub-supplier to deliver on time, where the Supplier has concluded a congruent hedging transaction, neither the Supplier nor the sub-supplier is at fault, or the Supplier is not obliged to procure the goods in the individual case.
3. The occurrence of a delay in delivery by the Supplier shall be determined in accordance with statutory provisions. However, a reminder from the Customer is required in all cases.
4. The rights of the Customer pursuant to § 8 of these GTC ("Liability") and the statutory rights of the Supplier, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
5. The Supplier is entitled to make partial deliveries insofar as this is reasonable for the Customer.

§ 5 Overproduction, Over-delivery

1. Where finishing of Products pursuant to § 2 No. 3 of these GTC has been agreed, overproduction may occur for technical production reasons. In such a case, the Supplier reserves the right to deliver up to 10% more than the agreed quantity.
2. If overproduction of more than 10% of the agreed quantity has occurred, the Supplier will inform the Customer accordingly. The Customer has the right to reject the overproduction exceeding the 10% threshold. In this case, the Supplier is entitled to sell the Products rejected by the Customer as surplus stock to third parties, even though the Customer's data is applied to these Products.

§ 6 Prices, Payment Terms

1. Unless otherwise agreed in individual cases, the Supplier's prices current at the time of conclusion of the contract shall apply, plus statutory VAT where applicable, and plus transport costs. The cost of packaging required for transport is included in the prices if standard packaging is used. If special packaging is required, the costs thereof are not included in the prices and will be invoiced to the Customer separately.
2. Unless otherwise agreed in individual cases, the purchase price is due and payable without deduction within fourteen (14) days of invoicing and delivery of the Products.
3. Upon expiry of the above payment period, the Customer shall be in default. The purchase price shall bear interest at the applicable statutory default interest rate during the period of default. The Supplier reserves the right to claim further damages resulting from default. The Supplier's right to the commercial due date interest (§ 353 German Commercial Code / HGB) against merchants remains unaffected.
4. If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that the Supplier's claim to the purchase price is at risk due to the Customer's inability to pay, the Supplier is entitled under statutory provisions to refuse performance and – after setting a deadline if necessary – to withdraw from the contract (§ 321 BGB). This also applies if the Customer is in default with a substantial part of their payment obligations to the Supplier. Further statutory rights to claim damages in lieu of performance or reimbursement of expenses remain unaffected.
5. The Customer's rights of set-off or retention are limited to claims that have been finally and conclusively established or are undisputed. The Customer's counter-rights in the event of defects in delivery, in particular pursuant to § 7 of these GTC ("Defect Rights"), remain unaffected.

§ 7 Defect Rights

1. The statutory provisions shall apply to the Customer's rights in the event of material and legal defects, unless otherwise stipulated below.
2. The basis for the Supplier's liability for defects is above all the agreement made regarding the condition of the Products. Where the condition has not been agreed, it shall be assessed according to statutory provisions whether a defect exists.
3. The Customer's defect claims are conditional on the Customer having fulfilled their statutory obligations to inspect and give notice. For this purpose, the Customer shall inspect the delivered Products without delay after delivery. If a defect is discovered during inspection, the Customer shall notify the Supplier of the defect in writing without delay. Hidden defects shall be notified to the Supplier in writing without delay after their discovery. Timely dispatch of the notice of defect is sufficient to meet the deadline. If the Customer fails to give notice of a defect or gives notice late, the Products shall be deemed approved. The Supplier's liability for defects not notified or not notified in time is excluded in accordance with statutory provisions.
4. If the delivered Products are defective, the Supplier may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). The Supplier's right to refuse subsequent performance under the statutory conditions remains unaffected.
5. The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs, shall be borne or reimbursed by the Supplier if a defect actually exists. If, however, a Customer's request for defect remediation proves to be unjustified, the Supplier may demand reimbursement from the Customer for the costs incurred, unless the absence of a defect was not recognisable to the Customer.
6. If subsequent performance has failed or a reasonable deadline set by the Customer for subsequent performance has expired without result, or if such deadline is unnecessary under statutory provisions, the Customer may withdraw from the contract or reduce the purchase price. The Customer's claims for damages and/or reimbursement of futile expenses only exist in accordance with § 8 of these GTC ("Liability") and are otherwise excluded.

§ 8 Liability

1. Unless otherwise provided in these GTC including the following provisions, the Supplier shall be liable for breach of contractual and non-contractual obligations in accordance with statutory provisions.
2. The Supplier shall be liable for damages – regardless of the legal basis – in cases of intent and gross negligence. In cases of simple negligence, the Supplier shall be liable – subject to a less strict standard of liability under statutory provisions – only:
   1. for damages resulting from injury to life, body or health,
   2. for damages resulting from breach of a material contractual obligation, i.e. an obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly relies and may rely. In this case, however, the Supplier's liability is limited to compensation for foreseeable, typically occurring damage.
3. The limitations of liability arising from paragraph 2 of this provision also apply to breaches of duty by persons whose fault the Supplier is liable for under statutory provisions. They do not apply where the Supplier has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods. The limitations of liability also do not apply to the Customer's claims under the German Product Liability Act (Produkthaftungsgesetz) and other mandatory statutory provisions.
4. The Customer shall indemnify the Supplier against all claims and demands and shall compensate the Supplier for any resulting damage, including legal costs, asserted due to the infringement of third-party rights or the transmission of criminally relevant, otherwise infringing or unlawful content.
5. Unless otherwise agreed, any maximum liability limits shall be governed by the contractor's insurance coverage.

§ 9 Retention of Title

1. The delivered Products remain the property of the Supplier ("Reserved Goods") until all current and future claims and demands (including any balance claims from current accounts) of the Supplier against the Customer arising from the contract and the ongoing business relationship have been fully settled. This applies to the extent permitted by the law of the country in which the Reserved Goods are located pursuant to the contract. If that law does not permit retention of title to the delivered Products but does permit the reservation of similar rights, the Supplier is entitled to assert those rights. The Customer undertakes to support all measures to protect the Supplier's ownership or security interests in the delivered Products.
2. The Reserved Goods may not be pledged to third parties or transferred as security before full payment of the secured claims. The Customer must notify the Supplier in writing without delay if and to the extent that an application is made to open insolvency proceedings or if third parties access the Reserved Goods (e.g. seizure). The Customer is – unless revoked in accordance with the provision specified in the GTC – entitled to resell and/or process the Reserved Goods in the ordinary course of business. This authorisation to resell/process is excluded if an assignment prohibition exists in the internal relationship between the Customer and their buyers regarding the Customer's receivables. In the event of resale/processing, the following additionally applies:
3. The retention of title extends to the products resulting from processing, mixing or combining the Reserved Goods at their full value, with the Supplier being deemed the manufacturer. If, upon processing, mixing or combining with goods belonging to third parties, their ownership rights remain, the Supplier acquires co-ownership in proportion to the invoice values of the processed, mixed or combined (reserved) goods. In all other respects, the same applies to the resulting product as to the Reserved Goods. The Customer hereby assigns to the Supplier as security all receivables against third parties arising from the resale of the Reserved Goods or the resulting product, in full, or in the case of co-ownership, in the amount of the Supplier's possible co-ownership share in accordance with the above paragraph. The Supplier accepts the assignment. The Customer's obligations specified in the GTC also apply with regard to the assigned receivables.
4. The Customer remains authorised to collect the receivables alongside the Supplier. The Supplier undertakes not to collect the receivables as long as the Customer meets their payment obligations to the Supplier, does not default on payment, no application for insolvency proceedings has been filed, no other deficiency in their ability to pay exists, and the Supplier does not assert the retention of title by exercising a right pursuant to the provision specified in the GTC. Upon the occurrence of any of the aforementioned events, the Customer's collection authority lapses even without express revocation. In that case, the Supplier may demand that the Customer discloses the assigned receivables and their debtors, provides all information required for collection, hands over the associated documents and notifies the third party of the assignment. Furthermore, in such a case the Supplier is entitled to revoke the Customer's authority to resell and process the Reserved Goods.
5. In the event of the Customer acting in breach of contract, in particular in the event of non-payment of the due purchase price, the Supplier is entitled to withdraw from the contract in accordance with statutory provisions and/or to demand return of the Reserved Goods on the basis of the retention of title. The demand for return does not simultaneously constitute a declaration of withdrawal; rather, the Supplier is entitled to merely demand return of the Reserved Goods while reserving the right to withdraw. If the Customer fails to pay the due purchase price, the Supplier may only assert these rights if it has previously and unsuccessfully set the Customer a reasonable deadline for payment, or if such a deadline is unnecessary under statutory provisions.
6. If the realisable value of the securities exceeds the Supplier's claims by more than 10%, the Supplier shall, upon the Customer's written request, release securities of its choice.

§ 10 Limitation of Claims

1. Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material and legal defects is one (1) year from delivery.
2. The above limitation reduction does not apply to statutory special limitation rules, e.g. for buildings, proprietary claims for return by third parties, fraudulent intent by the Supplier, or claims under the supplier's right of recourse upon final delivery to a consumer.
3. The above commercial law limitation periods also apply to contractual and non-contractual claims for damages by the Customer based on a defect in the Products, unless the application of the regular statutory limitation period would result in a shorter limitation period in the individual case.
4. The statutory limitation periods apply exclusively to the Customer's claims for damages pursuant to these GTC and under the German Product Liability Act.

§ 11 Jurisdiction, Choice of Law

1. For all disputes arising directly or indirectly from or in connection with the contract, the exclusive – including international – place of jurisdiction shall be the Supplier's registered office, insofar as the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law. The same applies if the Customer is an entrepreneur within the meaning of § 14 BGB. However, the Supplier is also entitled to bring an action at the Customer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.
2. These GTC and the business relationship between the Supplier and the Customer are governed by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

§ 12 Severability Clause

1. Should any individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby.
2. Where individual provisions have not become part of the contract, are invalid or void, the statutory provisions shall apply. Where there is no corresponding statutory provision, the provision that is not part of the contract, invalid or void shall be replaced by a provision that the parties would have agreed upon had they considered the matter from the outset, taking into account the mutual economic interests in a reasonable and equitable manner. The preceding sentence applies correspondingly in the event of gaps in the contract.