GTC

General Terms and Conditions of Sale

1. Scope of validity

1.1 All deliveries and related services provided by Bruno Bock GmbH (hereinafter referred to as “Bruno Bock”) to entrepreneurs (Section 14 BGB (German Civil Code)), legal entities formed under public law and funds formed under public law (hereinafter referred to as “Buyer”) are made exclusively on the basis of these General Terms and Conditions of Sale (GTCS).

1.2 Any reference by the Buyer to their terms and conditions of business is hereby objected to. These GTCS also apply to any future business dealings, subject to amended GTCS being used. Any deviations from these GCTS must be expressly approved in writing by Bruno Bock.

2. Making and accepting offers

Any and all offers made by Bruno Bock are subject to change and are non-binding. They are to be understood as an invitation to the Buyer to submit a purchase offer to Bruno Bock. The contract is formed when the Buyer places an order (offer) and said order is accepted by Bruno Bock. If the order accepted differs to the one made, this constitutes a new offer made on the part of Bruno Bock subject to confirmation.

3. Prices

Should Bruno Bock change the prices for the product to be delivered or the terms of payment in the period between the contract being formed and delivery being made, Bruno Bock is entitled to apply the prices and terms of payment valid on the day on which the delivery is dispatched. In the event of a price increase, the Buyer is entitled to withdraw from the contract within 14 days of being notified thereof.

4. Place of payment

Irrespective of the place at which the goods or documents are handed over, the place of performance for the Buyer’s payment obligation is the registered office of Bruno Bock.

5. Set-off rights or rights of retention

The Buyer only accrues set-off rights or rights of retention insofar as their counterclaims are undisputed or have been legally established.

6. Late payment

In the event of the Buyer falling into arrears with their payments, Bruno Bock is entitled to demand payment of default interest at a rate of five percentage points above the base rate as published by the German Bundesbank at the time the Buyer falls into arrears if the invoice is in euros, and at a rate of five percentage points above the discount rate of the most senior banking institution of the country in whose currency the invoice was issued if the invoice is in another currency.

7. Collateral

In the event of justified doubts as to the solvency of the Buyer, in particular in the event of the latter falling into arrears, Bruno Bock may, subject to further claims, revoke any payment terms previously granted and make subsequent deliveries dependent either on collateral being provided or advance payment made.

8. Retention of title

8.1 Bruno Bock retains ownership of the delivered goods in all cases until the purchase price has been paid in full (simple retention of title).

8.2 If the Buyer has paid the purchase price for the delivered goods, but other liabilities resulting from the business relationship with Bruno Bock have not yet been settled in full by the Buyer, Bruno Bock retains ownership of the delivered goods until all liabilities have been settled in full (extended retention of title).

8.3 If the goods delivered by Bruno Bock are processed by the Buyer, Bruno Bock is deemed to be the manufacturer and acquires direct ownership of the newly created goods. If the goods are processed together with other materials, Bruno Bock acquires direct co-ownership of the new goods to the extent of the invoice value of the goods delivered by Bruno Bock in relation to that of the other materials (processing clause).

8.4 If the goods delivered by Bruno Bock are combined or mixed with an item belonging to the Buyer in such a way that the Buyer’s item is to be regarded as the primary item, it shall be deemed agreed that the Buyer transfers co-ownership of the primary item to Bruno Bock to the extent of the invoice value of the goods delivered by Bruno Bock in relation to the invoice value or, in the absence of such, to the market value of the primary item. The Buyer then holds the sole or co-ownership thereby created in safe custody for Bruno Bock free of charge (combination and mixing clause).

8.5 The Buyer is entitled to make use of the goods owned by Bruno Bock as is customary in the ordinary course of business as long as they meet their obligations under the business relationship with Bruno Bock in due time. Any and all claims arising from the sale of goods to which Bruno Bock has reserved ownership are assigned to Bruno Bock by the Buyer at the time the latter enters into the contractual relationship with Bruno Bock. If Bruno Bock has acquired co-ownership through processing, combination or mixing activities, said ownership is assigned to the extent of the value of the goods delivered by Bruno Bock subject to retention of title in relation to the value of the goods owned by third parties subject to retention of title. The Buyer assigns recognised balance claims resulting from current account agreements at the time the latter enters into the contractual relationship with Bruno Bock in the amount of the outstanding claims still due to Bruno Bock (extended retention of title).

8.6 At the request of Bruno Bock, the Buyer must provide any and all necessary information pertaining to the stock of goods owned by Bruno Bock and about the claims assigned to Bruno Bock. By the same token and if so requested by Bruno Bock, the Buyer must mark the goods owned by Bruno Bock as such and inform their customers of the assignment.

8.7 In the event of the Buyer falling into arrears, Bruno Bock is entitled, even without rescinding the purchase agreement and without setting a further deadline, to demand the provisional surrender of the goods owned by Bruno Bock at the Buyer’s expense and to revoke the Buyer’s authority to sell and process the goods subject to retention of title.

8.8 At the Buyer’s request, Bruno Bock is required to release the collateral to which it is entitled to the extent that the realisable value of the collateral exceeds Bruno Bock’s outstanding claims by more than 10%. Bruno Bock may select the collateral to be released in such a case (partial surrender).

9. Incoterms and deliveries

9.1 Delivery is made in accordance with the commercial terms set out in the specific contract, the interpretation of which is based on the Incoterms as amended at the time of forming the contract.

9.2 Bruno Bock is entitled to make and charge for partial deliveries, provided the partial delivery can be used by the Buyer within the scope of the contractual purpose and the Buyer does not incur any significant additional expenses or costs as a result or, alternatively, such costs are borne by Bruno Bock.

9.3 Deadlines and dates for deliveries and services promised by Bruno Bock are always only approximate and subject to change, unless a fixed deadline or date has been expressly promised or agreed.

10. Transport damage and compliance with statutory requirements

10.1 The Buyer must notify the forwarder immediately of any complaints regarding transport damage. Bruno Bock must be informed of the damage as soon as possible.

10.2 Unless otherwise agreed in individual cases, the Buyer is responsible for ensuring compliance with statutory and official regulations regarding the import, transport, storage and use of the goods.

11. Product characteristics, samples and specimens, warranties

11.1 The characteristics of the goods are governed exclusively by the product specifications of Bruno Bock, unless otherwise agreed. “Identified uses” relevant for the goods under the European Chemicals Regulation (REACH Regulation) do not constitute an agreement on a corresponding contractual characteristic of the goods nor a presumed use under the contract.

11.2 The properties of samples and specimens are only binding insofar as they have been expressly agreed as characteristics of the goods.

11.3 Information on characteristics and durability as well as other information only constitute warranties if they have been expressly agreed and designated as such.

12. Consulting

Insofar as Bruno Bock offers consulting services, these are rendered to the best of its knowledge. Where details and information are provided about the suitability and application of the goods, the Buyer is still required to conduct their own checks and tests.

13. Buyer rights in case of defects

13.1 The Buyer must inspect the goods for defects without undue delay upon receipt. Bruno Bock must be notified of any defects in the goods that can be detected in the course of a diligent inspection without undue delay, but no later than four weeks after receipt of the goods. Other defects must be notified to Bruno Bock without undue delay, but no later than four weeks after discovering them. The notification must be made in writing with the nature and extent of the defects being described as precisely as possible.

13.2 If the goods are defective and the Buyer has duly notified Bruno Bock thereof in accordance with Item 13.1, the Buyer is entitled to their statutory rights subject to the following conditions:

a) Bruno Bock first has the right to choose between remedying the defect or supplying the Buyer with goods free of defects (correction of performance).

b) Bruno Bock reserves the right to make two attempts to correct the performance. Should it not be possible to correct the performance or should it be unreasonable for the Buyer, the Buyer may choose between rescinding the contract or demanding a reduction in the purchase price.

c) Item 14 applies to claims for damages and for the reimbursement of futile expenses due to a defect.

14. Liability

14.1 Bruno Bock is generally liable for damages as per the statutory provisions. Bruno Bock is liable for damages – irrespective of the legal grounds – within the scope of liability based on fault in the event of intent and gross negligence. In the event of a simple negligent breach of material contractual obligations (obligations the fulfilment of which is a prerequisite for the contract to be duly performed in the first place and the observance of which the contract partner normally counts on and may count on), the liability of Bruno Bock is limited to compensation for typical, foreseeable damage. In the event of a breach of non-essential contractual obligations due to simple negligence, Bruno Bock cannot be held liable.

14.2 The limitations of liability under Item 14.1 do not apply

a) in the event of damage resulting from injury to life, limb or health due to a negligent breach of obligation on the part of Bruno Bock or a wilful or negligent breach of obligation by one of its legal representatives or vicarious agents,

b) insofar as Bruno Bock has fraudulently concealed a defect,

c) insofar as Bruno Bock has warranted specific characteristics,

d) to claims of the Buyer under the German Product Liability Act.

Bruno Bock is not liable in the event of it becoming impossible to meet delivery obligations at all or without a delay if said impossibility or delay is due to actions on the part of the Buyer to duly comply with obligations under public law in connection with the European Chemicals Regulation (REACH Regulation).

15. Limitation period

15.1 The limitation period for claims arising from physical defects or defects in title is one year from delivery. If the parties agreed to conduct a formal acceptance, the limitation period comes into force at the time thereof.

15.2 The limitation period for contractual and tortious claims for damages is one year from the statutory beginning of the limitation period.

15.3 Notwithstanding Items 15.1 and 15.2, the statutory limitation periods apply in the following cases:

a) In the case of structures and items that have been used for a structure as per their customary use and have caused the structure to be defective (Section 438(1) no. 2 BGB (German Civil Code)).

b) In the case of a right in rem of a third party or a right registered in the land register (Section 438(1) no. 1 BGB (German Civil Code)).

c) In the case of special statutory regulations (e.g. Sections 444, 445 b BGB (German Civil Code)).

d) In the event of intent or gross negligence.

e) In the cases set out in Items 14.2 a) to 14.2 d).

16. Force majeure

16.1 If events and circumstances occur which are beyond the control of Bruno Bock (such as natural events, war, pandemic, labour disputes, shortage of raw materials and energy, traffic and operational disruptions, fire and explosion damage, public law orders), thereby reducing the availability of the goods from the production plant from which Bruno Bock obtains them to the extent that Bruno Bock is unable to fulfil its contractual obligations (taking into account other delivery obligations on a pro rata basis), Bruno Bock is

a) released from its contractual obligations for the duration of the disruption and to the extent of its effects,

(b) entitled to insist on the performance of the contractual obligations in a commercially reasonable manner; and

c) not required to procure the goods from third parties.

16.2 Item 16.1 also applies insofar as the events and circumstances render it not commercially viable for Bruno Bock to perform the business transaction in question or if they affect Bruno Bock’s upstream suppliers. If these events last longer than three months, Bruno Bock is entitled to rescind the contract.

17. Privacy

17.1 If Bruno Bock provides the Buyer with personal data of its employees in the course of performing the contract or if the Buyer obtains knowledge of personal data in any other way, Item 17.2 applies.

17.2 Personal data disclosed in accordance with Item 17.1 and not processed on behalf of Bruno Bock may be processed by the Buyer exclusively for the purpose of performing the contract. Any other use, in particular uses involving disclosure to third parties, analysis for own purposes or profiling is only permitted if there is a corresponding legal basis. This also applies to the use of anonymised data. The Buyer must ensure that personal data are only made accessible to the Buyer’s employees required to perform the contract and even then only to the extent necessary. The Buyer shall structure their internal organisation in such a way that it meets the requirements of the applicable privacy laws, in particular with regard to the technical and organisational measures implemented to ensure that personal data are adequately protected against theft, misuse and loss. The Buyer does not acquire any rights to the personal data and is required to rectify or erase date or to restrict processing of said data at all times as required by the law. Rights of retention to personal data are excluded. In addition to its legal obligations, the Buyer must notify Bruno Bock without undue delay (but within 24 hours) if there has been a breach of security relating to personal data. When the contract comes to an end, the Buyer must delete all personal data, including all copies, in accordance with the statutory requirements.

18. Place of jurisdiction

The registered office of Bruno Bock is the sole place of jurisdiction, but this does not preclude the right of Bruno Bock to bring an action at the Buyer’s general place of jurisdiction.

19. Governing law

The contractual relationship is governed by the laws of the Federal Republic of Germany, excluding of German private international law and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

20. Language of the contract

Any versions of these GTCS provided to the Buyer in a language other than German in addition to the German version are provided for the sole purpose of facilitating understanding. The German version of these GTCS is authoritative in the event of differences in interpretation.

(VALID: 01.07.2021)