General Terms and Conditions of Peter Lacke GmbH

1. The terms and conditions apply to all current and future business relationships.
Deviating, conflicting, or supplementary general terms and conditions shall not become part of the contract, even if they are known, unless their validity is expressly agreed to.

2. Our offers are subject to change and non-binding. Orders only become binding once we have confirmed them in writing within a period of 2 weeks. Our written order confirmation is decisive for the content and scope of the contract. Side agreements with travelers, sales representatives, and employees, as well as changes, additions, etc., require our written confirmation.

3. For deliveries or services that are delayed by the occurrence of unforeseen extraordinary events and which we were unable to avert despite exercising the care required in the individual case (even if they occur at upstream suppliers), e.g., strikes, lockouts, operational disruptions, subsequent difficulties in procuring materials, rejects in an important workpiece, official orders, etc., the delivery period shall be extended by the duration of the hindrance plus a reasonable start-up period in line with our operational requirements. If the aforementioned events make delivery or performance impossible through no fault of our own, we shall be released from our delivery obligation without the customer being entitled to claim damages. In the event of non-acceptance of ordered goods, we shall be entitled to claim 15% of the value of the goods for expenses already incurred and lost profits. The customer is entitled to prove that no damage has been incurred or that the damage incurred is significantly lower than the amount of the lump sum. Our deliveries may deviate from the order quantities by up to 10%, maximum 25 kg, in the case of manufacturing-related excess or shortfall quantities (nuances) and by up to 3% in the case of filling-related excess or shortfall quantities. All goods shipped by us are dispatched at the customer's expense and risk, even if carriage paid delivery has been agreed. Transport insurance will only be taken out at the express instruction and expense of the customer. The risk of accidental loss is transferred to the customer when the goods are handed over to the carrier, but no later than when they leave our factory.

4. Our prices do not include the applicable statutory value added tax. This will be invoiced separately. For domestic deliveries and deliveries to other EU countries, the customer is obliged to pay within 30 days of receipt of the invoice at the latest. Deliveries outside the EU are made against advance payment, alternatively by LC, with each party bearing the respective domestic costs of the LC. After expiry of the deadline, the customer shall be in default. A cash discount of 2% is only permissible for payments made within 10 days of receipt of the invoice. We reserve the right to assert further claims for damages. For custom-made products in small quantities, a price surcharge will be applied according to a special calculation. For small orders, separate small invoice surcharges will be applied. If the delivery of goods or provision of services takes place more than 4 months after conclusion of the contract and the wage and material costs or the prices of our suppliers increase thereafter, we shall be entitled to increase the contract price accordingly. If carriage paid delivery has been agreed, this shall only apply to domestic deliveries and deliveries to Benelux countries and Alsace-Lorraine of at least 200 kg/l, for deliveries to other EU countries 2 t/l and to EU entry areas 5 t/l, for deliveries to CIS countries 10 t/l and for deliveries outside Europe 2 t/l fob German seaport or airport. If the buyer's claim to carriage paid delivery is not honored and the shipment is made carriage forward, only the general cargo freight without area freight and cartage charges for receipt will be reimbursed in all cases. Additional costs for express freight or other surcharges shall be borne by the recipient. Deliveries to addresses outside the Federal Republic of Germany shall be made free German border, duty unpaid and without additional costs. The customer may offset our claims or assert a right of retention if their counterclaims are undisputed or have been legally established. This does not apply to the right of retention if the customer's counterclaims are based on a defective performance.

5. The customer's rights arising from material defects are limited to subsequent performance. Subsequent performance shall be effected at our discretion by remedying the defect or delivering a defect-free item. If subsequent performance fails, the customer shall be entitled, after expiry of a grace period of 10 working days to be set, to withdraw from the contract, reduce the purchase price or – in the event of fault on our part – claim damages. Strict liability shall only be considered in the event of an express written guarantee (§ 276 BGB) or quality guarantee (§ 443 BGB). If the customer asserts claims for material defects against us on the basis of public statements made by us or our assistants, in particular in advertising or in the labeling of certain properties, the customer bears the burden of proof that the statement was causal for the order. No liability is assumed for statements in advertising claims made by third parties. The samples merely indicate the quality of the subject matter of the contract and do not constitute a warranty (§ 276 BGB) or guarantee of quality (§ 443 BGB). Written and verbal recommendations for application based on existing experience and current knowledge do not constitute a quality agreed or assumed between the parties and do not release the buyer from their responsibility to check the products for their suitability for the intended use and processing methods. Liability for material defects is excluded in all cases if thinners, hardeners, additional paints, or other components are added that were not purchased from the supplier or us and were not recommended by them or us for this mixture. Within the scope of the obligation to inspect and give notice of defects pursuant to § 377 HGB (German Commercial Code), the customer shall carry out a sample processing. The customer's claims for defects shall become time-barred within one year of delivery of the item. The limitation period for claims for defects shall not apply to claims for damages for which liability pursuant to § 7 of the General Terms and Conditions is not excluded. It shall not apply to the customer's right of withdrawal if we are responsible for the defect. If the customer had to take back the sold, newly manufactured item from a consumer or entrepreneur as a result of its defectiveness, or if the customer's buyer reduced the purchase price, the customer's statutory rights in the event of defects shall apply without the restrictions on warranty rights specified in this provision, with the exception of claims for damages (§ 478 BGB).

6. The delivered goods remain our property until full payment of the purchase price, including all ancillary claims and all existing claims arising from the business relationship, as well as all future claims arising from the business relationship. The customer may neither pledge our goods nor assign them as security. However, they may resell or process them in the ordinary course of business, unless they have already effectively assigned the claim against their contractual partner to a third party in advance or agreed to a prohibition of assignment. Any processing of our goods into a movable item shall be carried out on our behalf and with effect for us. If our goods are processed with other goods that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value (delivery price including VAT without discount) of the goods delivered by us and the other goods at the time of processing. In the event that the buyer acquires sole or co-ownership of the new item through processing, combination, blending, or mixing, he hereby transfers to us, as security for the fulfillment of all our claims, sole ownership or co-ownership in the ratio of the value of the goods delivered by us to the other goods at the time of processing. The customer hereby undertakes to store the new item for us free of charge with commercial care. To secure the fulfillment of our claim, the buyer hereby assigns to us all claims arising from the resale, including all ancillary rights, in the amount of the value of our ownership or co-ownership share, with priority over the remaining part of his claims. In the event that the customer sells our goods (together with other goods not belonging to us) or items manufactured from our goods, or combines our goods with third-party movable property, blends or mixes them and acquires a claim for this which also covers his other services, he hereby assigns this claim to us with all ancillary rights in the amount of the value of our ownership or co-ownership share with priority over the remaining part of his claim. The same applies to the same extent to any rights arising from the processing of our goods on account of and in the amount of our total outstanding claims. We hereby accept the customer's declarations of assignment. In the event of default by the customer, he shall, at our request, provide us with individual proof of these claims and notify subsequent purchasers of the assignment, requesting them to pay us up to the amount of our total claims. We are also entitled to notify subsequent purchasers of the assignment at any time and to collect the claim against them. In the event that the customer collects parts of the claim assigned to us, he hereby assigns to us his respective remaining claim in the amount of these parts of the claim. The claim for surrender of the collected amounts remains unaffected; the customer may neither assign his claim against subsequent purchasers to third parties, nor pledge it, nor agree on a prohibition of assignment with subsequent purchasers. In the event of access by third parties to the goods subject to retention of title, in particular seizures or other impairments of our rights by third parties, the customer shall indicate our ownership and notify us immediately; the customer must hand over to us all documents necessary for intervention. If the value of the items serving as security and/or delivered under retention of title exceeds our total claim by more than 20% on a non-temporary basis, we shall be obliged to release securities to this extent at the request of our contractual partner. The delivery prices including value added tax without cash discount deduction shall be decisive for determining the amount of the security. Upon full payment of all our claims arising from the business relationship, ownership of the goods subject to retention of title shall pass to the customer. At the same time, the customer shall acquire the claim which he has assigned to us as security for our claims in accordance with the above provisions.

7. Claims for damages against us are excluded regardless of the legal basis (impossibility, delay, defective performance, breach of ancillary contractual obligations, other obligations arising from the contractual relationship, and tort). This does not apply:
– to damages resulting from injury to life, limb, or health
– to other damages if

a) are based on an intentional or grossly negligent breach of duty by us or one of our executive employees,

b) a material contractual obligation (cardinal obligation—in particular, the main contractual obligation) has been breached,

c) obligations not covered by b) were violated intentionally or through gross negligence by simple vicarious agents. In cases b) and c), liability shall be limited to compensation for typically foreseeable damage. Insofar as liability has been excluded or limited in clauses 1 and 2, this shall also apply to the personal liability of employees, workers, staff, representatives, and vicarious agents. The above exclusion of liability does not apply to claims under the Product Liability Act. Insofar as the customer demands reimbursement of expenses incurred in reliance on the receipt of the service (§ 284 BGB) instead of compensation for damages, these expenses are limited to the amount that a reasonable third party would have incurred. In the event of a breach of duty by us that does not consist of a defective performance, the customer is only entitled to withdraw from the contract if we are at fault.

8. The assignment of claims to which the customer is entitled against us arising from the business relationship is excluded, with the exception of monetary claims within the meaning of § 354 a HGB (German Commercial Code). The place of performance for all deliveries and payments is Herford. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship, including actions on bills of exchange and checks, is Herford. These terms and conditions and all legal relationships between the contracting parties are governed exclusively by German law, excluding the provisions of the uniform UN Convention on Contracts for the International Sale of Goods. Should individual provisions of our terms and conditions or the provisions within the framework of other agreements be or become void or ineffective, this shall not affect the validity of any other provision or agreement.

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