Terms and Conditions of Purchase

This text is a translation of the original German terms and conditions. In case of doubt or difficulties of interpretation, only the German text shall be legally binding.

1. Applicability

(1) Unless otherwise agreed in writing, the following Terms and Conditions will apply exclusively to our orders. Other terms and conditions will only apply if we have acknowledged them in writing. Even if a quote or order acceptance contains other terms and conditions or if other terms and conditions are attached to the order confirmation, they will not override our Terms and Conditions.
(2) These Terms and Conditions of Purchase apply solely to business transactions with companies within the meaning of section 14 BGB (German Civil Code).
(3) Any agreements that deviate from these Terms and Conditions of Purchase can only be made in writing. Our Terms and Conditions of Purchase will also apply to all future business with the Contractor.

2. Request for a quote

All quotes will be provided free of charge by the Contractor, regardless of whether an order is placed.

3. Orders

(1) Our orders must be in writing in order to be valid.
(2) The Contractor will be entitled to a period of one week from the date of our order to accept it. The deciding factor for accepting the order will be if we receive the statement of acceptance in writing within the permitted time period.

4. Prices and invoicing

(1) The price shown in the order will include delivery “free domicile”, including packaging.
If we are required to return the packaging, a special agreement will be needed.
(2) Statutory VAT will be included in the price.
(3) If, in exceptional circumstances, an “ex works” or “ex warehouse” price is agreed, we will only pay the cheapest shipping costs available.
(4) The determining factor for alloy values in final invoicing will be weights for warehouse deliveries established by us and weights established by weighing with and without the load in the factory.
The Purchaser will be entitled to a reasonable period of time to prepare its analysis. Unclear or incorrect descriptions of material on consignment and delivery notes will be of no relevance for invoicing and will not require us to make a specific objection to the invoice.
If weighing wagons containing scrap/used iron results in under-weighing by more than 800 kg compared to the cargo weight, a railway official will complete a written report. In addition, the most recent commercial terms and conditions agreed between the factories for the delivery of unalloyed iron and steel scrap will apply. We are not required to provide immediate notice of shortfalls of alloyed scrap of less than 200 kg.

5. Invoicing and payment deadlines

(1) The invoice should be submitted separately after full delivery has been made, and therefore not with the shipment.
(2) Invoices will only be processed if they specify the order number shown in our order. The Contractor will be responsible for any delays caused by failure to comply with this requirement.
(3) Invoices received by the third calendar day of the month following delivery will be payable at the end of that month, unless otherwise agreed in writing, and any invoices received after that date will be payable at the end of the following month.
If the delivery arrives after the invoice, the date on which it will be payable will be delayed accordingly.
Deliveries that arrive before the specified delivery date will not mean that the invoice becomes payable earlier; the agreed delivery date or, in the absence of an agreement, the delivery date on the order, will be the deciding factor.
(4) We reserve the right to pay the Contractor’s bill with discountable bills of exchange; we will pay any fees and costs.

6. Delivery periods and dates, and partial deliveries

(1) The delivery time stated in our order is binding; a delivery date specified after the date will be deemed a fixed date.
(2) The Contractor will be required to inform us in writing without delay if circumstances arise, or if it becomes aware of circumstances arising, that mean that it cannot meet the delivery time or date.
(3) Every time it fails to meet a delivery time or date will trigger the consequences for delays.
(4) If a delivery is delayed, we will be entitled to demand flat-rate damages for the delay in the amount of 1% of the delivery value per full week, but not more than 5% in total. The Contractor will have the right to provide us with evidence that the delay caused either no damage or relatively minor damage.
We reserve the right to make further legal claims (withdrawal from an order and compensation instead of performance).
(5) The Contractor will not be entitled to make a partial delivery without receiving prior written permission from us.
(6) The Contractor will be required to state our order number accurately on all shipping documents and delivery notes.

7. Assumption of a procurement guarantee

The Contractor is fully responsible for procuring the agreed deliveries and services, irrespective of who may be at fault; it will assume the unlimited risk of procurement.

8. Third-party property rights

(1) The Contractor will guarantee that the products it supplies do not infringe any third-party property rights in European Union countries or in other countries where it either manufactures the products or has them manufactured.
(2) It will be required to indemnify us against all third-party claims arising from infringement of industrial property rights and to reimburse us for all necessary expenses related to any claims.
This will not apply if the Supplier proves either that it is not responsible for the infringement of property rights or could not have foreseen the infringement even when exercising due commercial diligence at the time the delivery was made.
(3) Our right to make further statutory claims because of defects of title in the products delivered to us will not be affected.
(4) The limitation period for these claims will be three years from the moment risk is transferred.

9. Warranty and manufacturer’s liability

(1) Notification of any discrepancies in quality and quantity, and only significant discrepancies in the latter case, will be deemed to have been provided in a timely fashion if we notify the Contractor within five working days of receiving the goods or, where the defects are hidden, within five working days of discovering the defects.
(2) We will not waive our right to assert claims under the warranty when we accept delivery or when we approve samples/specimens.
(3) We will be entitled to make full statutory claims for defects; we shall also be entitled at all events to request the Contractor to remedy the defects or deliver a new item, the choice to be ours.
We specifically reserve the right to claim compensation, particularly compensation in lieu of performance.
(4) We will be entitled to remedy the defect ourselves at the Contractor’s expense if the Contractor is slow to rectify the problem.
(5) The limitation period will be 36 months, counting from the moment risk is transferred, unless the mandatory provisions in sections 445b and 478 (2) BGB apply.
(6) The other mandatory provisions for recourse against suppliers will not be affected.
(7) When the Contractor receives our written notice of defects, the limitation for warranty claims will be suspended until the Contractor either rejects our claims, declares the defect to have been remedied, or else refuses to continue negotiations with respect to our claims.
(8) When replacements are delivered or defects are rectified, the warranty period for replacement and repaired parts will re-start, unless we accept that the Contractor has only delivered replacements or rectified defects as a goodwill gesture or on similar grounds.

10. Product liability

(1) If the Contractor is responsible for damage to a product, it will be required to indemnify us against third-party claims for damages when first requested to do so if the cause of the damage is within its domain and organisational area and if it is personally liable in its relationship with the third parties.
(2) As part of his own liability for claims for damages in accordance with the previous paragraph, the Contractor will also be required to reimburse us for any expenses incurred in accordance with sections 683 and 670 BGB or sections 830, 840 and 426 BGB arising from or connected with a statutory product recall that we carry out.
(3) In coordination with the Contractor, we will assume responsibility for informing the appropriate authorities in accordance with the provisions of ProdSG (German Product Safety Act).
(4) The Contractor will undertake to take out product liability insurance with €10 million coverage for each instance of personal injury/property damage – to be paid as a lump sum – for the duration of this Contract, i.e. until the limitation period for defects expires; our right to make additional claims for damages will not be affected.

11. Unique features

(1) Scrap
In addition, the most recent versions of the “Standard Terms and Conditions for Delivery of Unalloyed Iron and Steel Scrap”, published by the Federal Association of German Steel Recycling and Disposal Companies, and the “Standard Terms and Conditions for the Delivery of Cast Iron and Foundry Steel Scrap”, will both apply.
(2) Explosive material and hollow objects suspected of containing explosive material
All scrap should be delivered free of explosive devices, objects that may cause an explosion and closed hollow objects. The Vendor will be required to take back deliveries of scrap that contain explosive devices, objects that may cause an explosion and closed hollow objects.
(3) Radioactivity
The Supplier will guarantee that the goods are not radioactive. In order to do so, the Supplier will be required to carry out the measures and checks required to prevent radioactive material being delivered. The Supplier will be required to pay all of the costs arising from the presence of radioactive material. We reserve the right to claim compensation. The Vendor will be required to indemnify the Purchaser in the event of any third-party compensation claims arising in connection with radioactive material.
(4) Non-ferrous metal
The most recent version of the German metal trade’s terms and conditions, published by the Association of German Metal Traders, will apply to the purchase of metals.
(5) It will be assumed that the Vendor is familiar with the content of the terms and conditions set out in paragraphs a), b), c) and d). If requested by the Vendor, we are willing to provide it with information about the content of these terms and conditions at any time.

12. Place of performance, place of jurisdiction, and applicable law

(1) The place of performance for both sides is Lindlar.
(2) Depending on jurisdiction, the place of jurisdiction will either be the district court in Wipperfürth or the district court in Cologne. We will, however, be entitled to bring legal action against the Contractor at its general place of jurisdiction.
(3) The Contracts concluded between the customer and us will be subject to the law of the Federal Republic of Germany to the exclusion of the agreement on the international sale of goods (the UN Convention on Contracts for the International Sale of Goods).

13. Severability clause

If any of the clauses above are invalid or should become so in the course of time,
the remaining clauses will not be affected. The Parties undertake to replace any invalid provisions with legally valid provisions that best reflect the commercial intent of the provisions.

Last updated 05/05/2020

General Terms and Conditions of Delivery and Payment

This text is a translation of the original German terms and conditions. In case of doubt or difficulties of interpretation, only the German text shall be legally binding.

1. Subject matter of the Contract

(1) The following General Terms and Conditions of Delivery and Payment will apply exclusively.
(2) They hereby take express precedence over any terms and conditions of business and purchasing that conflict with them. Our terms and conditions of sale shall also apply if we carry out the delivery to the Customer without reservation, in the knowledge that the Customer’s terms and conditions conflict with or differ from our Terms and Conditions of Sale.
(3) The Terms and Conditions of Sale apply solely to business transactions with companies within the meaning of section 14 BGB (German Civil Code).

2. Quotes and conclusion of Contract

(1) Our quotes are subject to change unless they are expressly designated as binding quotes.
(2) We will be able to accept a Customer’s order within two weeks of providing the quote. The Contract will only become binding when we send written confirmation.
(3) Verbal agreements and declarations, including any made by our employees, will only become binding when we send written confirmation.

3. Prices

(1) Unless otherwise stated in our order confirmation, our prices apply “ex works”.
(2) Statutory value added tax is not included in our prices; it is shown at the statutory rate in the invoice.
(3) A special written agreement is required for discounts.
(4) Orders where a price has not been agreed will be subject to the prices that are valid on the day the order is confirmed.
(5) If delivery is made more than four weeks after the Contract is concluded and if taxes and/or other external costs that are included in the agreed price have risen or arisen during this period, we will only be obliged to make the delivery if the Customer agrees to a corresponding price increase.

4. Delivery periods and dates, their non-binding nature, and force majeure

(1) Our obligation to make a delivery is subject to correct and timely delivery to us, unless we cause deliveries to be incorrect or delayed, either intentionally or through gross negligence.
(2) Unless expressly agreed to the contrary in writing, details relating to delivery periods and dates are not binding.
(3) Binding delivery periods begin on the date we confirm an order, and are based on the assumption that we have clarified all of the details of the order and fulfilled all of the Customer’s requirements, such as providing all official certificates, letters of credit and guarantees, and that advance payments have been made.
(4) The time a delivery is dispatched from the factory or warehouse is the proof that we have complied with binding agreements for delivery periods and dates. Delivery periods and dates will be deemed to have been met if we send notification that goods are ready for dispatch, but they cannot be dispatched on time for reasons for which we are not at fault.
(5) Force majeure events, strikes or official regulations will entitle us to postpone production and delivery for the length of time we are prevented from proceeding, plus a reasonable time to re-start work or to withdraw from the Contract. This will also apply to parts of deliveries that have not yet been completed.

5. Shipping and transfer of risk

(1) With regard to the transfer of risk, deliveries always apply “ex works”, even if, clause 3 paragraph (1) notwithstanding, it is agreed that delivery is free to the specified destination and/or the place of use. In this event, the freight costs must be paid by the Customer and – if agreed as part of the price – deducted from the invoice.
(2) When the goods are delivered to the railway operator, freight forwarding company or freight carrier, and no later than when they leave our factory, the risk will pass to the Customer, even for FOB and CIF transactions.
(3) In the absence of any other written agreement, we will be entitled to choose, at our own discretion and without taking on any liability whatsoever, the shipping route, the means of transport and any means of protection.
(4) Goods notified as ready for dispatch must be accepted without delay; otherwise we will be entitled to store them at our discretion and at the Customer’s expense and risk. After allowing the Customer a reasonable period of time to accept delivery, we will be entitled to withdraw from the Contract and claim damages.
(5) We will only take out transport insurance if we receive written instructions to do so from the Customer, and will do so at the Customer’s expense.

6. Packaging

(1) The goods will be packaged in accordance with any written agreement, but, in the absence of an agreement, will be packaged at our own discretion and at the Customer’s expense.
(2) We will take back packaging free of charge at the warehouse. We will only reimburse pre-paid return transport costs if we have requested the packaging be returned ourselves.

7. Terms and conditions of payment, default, withholding payment, and payment offsetting

(1) The purchase price for the goods will be payable when the goods have been delivered and the Customer receives the invoice for payment.
(2) If the Customer does not accept, without delay and no later than within five working days, goods for delivery that are ready for dispatch, the purchase price will be payable when it receives the invoice.
(3) The Customer will be in default 10 calendar days after accepting the delivery and submission of our invoice, without further explanation on our part.
(4) In the event of payment default, the legal provisions in section 286 et seq. BGB will apply.
(5) Any rights to withhold payment on the part of the Customer because of defects in the goods must be based on the same Contract and must be proportionate to the anticipated costs of rectifying the faults.
(6) The Customer will only be able to offset payments for claims that have a legal basis, are not disputed or have been acknowledged by us.
(7) Failure to comply with the Terms and Conditions of Payment, or circumstances that are likely to reduce the Customer’s credit standing, will mean that all of the monies the Customer owes us will be payable immediately. The Terms and Conditions of Payment will entitle us to make outstanding deliveries only when we have received payment in advance, and, after a reasonable grace period, to withdraw from the contract or to claim compensation for non-fulfilment of the Contract, to prohibit the Customer from selling on the goods and to take control of the goods if the Customer does not provide an adequate security during the grace period.

8. Weight and number of items, and partial deliveries

(1) Weights determined by upstream suppliers or by us will be considered definitive. The receipt obtained from weighing the items will be provided as proof of weights. As far as is legally permissible, weights may be determined without weighing, according to DIN standards.
(2) This will not affect over- and under-weighing (commercial weights) that is customary in steel trading in the Federal Republic of Germany.
(3) The numbers of items, bundles, etc., stated in the dispatch note will not be binding for goods calculated by weight. Unless items are weighed individually, the total weight of the consignment will apply. Any differences when compared with the individual calculated weights will be distributed proportionally between them. Over- and under-weighing that lies within the customary tolerance range will not provide an entitlement to price reductions or to make a complaint.
(4) Partial deliveries will be permitted as long as they are not unreasonable for the Customer.

9. Liability for defects

(1) Any claims for defects on the part of the Customer can only be made if it has properly complied with the requirement to inspect the goods and provide notification of any defects, in accordance with section 377 HGB (German Commercial Code), i.e. the Customer has notified us of any defects in writing, within seven calendar days of delivery, or, for defects that, despite careful inspection, are only ascertained later, as soon as they are discovered.
(2) If there is a defect in the purchased item, we are entitled to choose whether to remedy the defect or to deliver a new, defect-free item. If the defect is remedied or a replacement supplied, we will be required to pay all of the costs required for rectifying the situation, particularly costs for transport, travel, labour and
materials, unless these are greater because the purchased item is at a location other than the place of performance.
(3) If, after a deadline set by us has expired, the Customer does not provide us with the opportunity to review the reported defect, and particularly if it does not provide either the rejected goods or samples of the goods, we will no longer be liable for the defect.
(4) If the Customer either processes or works on the faulty goods, it will not have a claim under the warranty.
(5) If remedying the defect fails, the Customer will be entitled to choose to withdraw from the Contract or request a price reduction.
(6) We will be entitled to withhold any further measures to remedy the defect if the Customer is in default with respect to payments owing from our commercial relationship, but not necessarily from the specific Contract in question.
(7) We will be liable in accordance with statutory provisions if the Customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence by our representatives or vicarious agents. If we are not accused of intentional breach of contract, liability for damages will be limited to typical and foreseeable damage.
(8) We will be liable in accordance with statutory provisions if we are in culpable breach of an essential contractual obligation; liability for damages will also be limited to typical and foreseeable damage in this event.
(9) If, moreover, the Customer will be entitled to claim compensation for damages in lieu of
fulfilment as a result of a negligent breach of obligations on our part, our liability for
compensation for typical and foreseeable damage will be limited.
(10) Liability in the event of culpability for loss of life, physical injury or damage to health will not be affected; this shall also apply to mandatory liability in accordance with the German Product Liability Act.
(11) We will not be liable for anything that has not been agreed above.
(12) The limitation period for claims for defects will be two months, counting from the date risk is transferred, but no earlier than one month after we have rejected a complaint about defects, if the Customer has checked the incoming goods/reported the defects correctly and has allowed an inspection.

10. Total liability

(1) We will not be liable to pay compensation for anything not provided for in section 9, irrespective of the legal nature of the claim asserted. This will particularly apply to compensation claims that arise from negligence when the Contract was concluded, or were caused by other breaches of obligations or by tortious claims for compensation for property damage in accordance with section 823 BGB.
(2) The limitation in paragraph (1) shall also apply if the Customer makes a claim for compensation for wasted expenditure, instead of making a compensation claim for damages.
(3) If we are not liable for damages or our liability is limited, this will also apply with regard to personal liability for damages on the part of our all of our staff members, representatives and vicarious agents.

11. Retention of title

(1) We will retain title to all of the goods we deliver. Retention of title will only lapse once the Customer has paid the full amount owed to us in the context of our commercial relationship.
(2) We will process retained goods as a manufacturer within the meaning of section 950 BGB, without taking on any obligations. The processed goods will be considered retained goods within the meaning of paragraph 1. If the Customer processes or combines the retained goods with other goods, we will be entitled to co-ownership of the new item in the ratio of the invoice value of the retained goods to the invoice value of the other goods used.
If our title to the goods lapses because they are linked to or combined with other items, the Customer will already have transferred the property rights to the new stock or item to us to the invoice value of the retained goods, in accordance with paragraph (1).
The Contractor will retain our resultant title with the diligence of a prudent businessman.
(3) In the ordinary course of business, the Customer may only sell the retained goods subject to its usual terms and conditions and if it is not in default. Another requirement is for monies received from selling the goods in accordance with paragraphs (4) and (5) to pass to us The Customer will
no longer be authorised to sell the goods if it becomes either over-indebted or insolvent. The Customer will not be entitled to dispose of the retained goods in any other way.
(4) The monies received by the Customer from selling the retained goods will be assigned to us, along with all ancillary rights, without the need for us to provide further specific notice. They will act as security in the same way as the retained goods. If the Customer sells the retained goods along with other goods that we have not sold to the Customer, the monies received from selling the goods will be assigned to us in the ratio of the invoice value of the retained goods to the invoice value of the other goods. When goods are sold where we have joint ownership in accordance with paragraph (2), a share corresponding to our co-ownership share will be assigned to us. The share of claims that is to be assigned to us must be dealt with first.
(5) The Customer will be entitled to collect money received from selling the goods. The authorisation to collect money will lapse if we withdraw it, irrespective of whether there are important grounds, particularly if there is payment default or suspension, if insolvency proceedings are initiated, if there is a protest against bills of exchange or valid evidence that the Customer is over-indebted or close to insolvency. If we so request, the Customer will be required to inform its own customers without delay that monies have been assigned to us and provide us with the information and documentation we require to collection the monies.
(6) The Customer will be prohibited from pledging or transferring ownership of the goods as long as the retention of title is in effect. The Customer will only be permitted to sell on the goods in the ordinary course of business and on the condition that we are paid the equivalent value of the item supplied. The Customer will be required to come to an agreement with its own customer that its own customer will only acquire title once this payment has been made. The Customer must notify us immediately if the goods are seized or if there are any other third-party restrictions on the title. The Customer will be liable for all costs that need to be paid to cancel seizure of the goods we have supplied and to recover them, unless they are confiscated by third parties.
(7) If the value of the existing security exceeds the value of the secured monies by a total of more than 20%, and if requested by the Customer, we will be obliged to release securities of our choice.
(8) If the Customer breaches any of its obligations, particularly if it is in default of payment and does not honour a bill of exchange on the date it is payable, we will be entitled to repossess the retained goods and, if necessary, enter the Customer’s business or warehouse in order to do so. The same will apply if other circumstances arise that indicate that the Customer’s financial situation has deteriorated significantly and that our entitlement to receive payment is at risk. Repossessing the goods will not constitute a declaration that we are withdrawing from the Contract, unless this is expressly stated.

12. Place of performance, place of jurisdiction, and applicable law

(1) The place of performance for both sides is Lindlar.
(2) Depending on jurisdiction, the place of jurisdiction will either be the district court in Wipperfürth or the district court in Cologne. We will, however, be entitled to bring legal action against the Customer at its general place of jurisdiction.
(3) The Contracts concluded between the Customer and us will be subject to the law of the Federal Republic of Germany to the exclusion of the agreement on the international sale of goods (the UN Convention on Contracts for the International Sale of Goods).

13. Severability clause

If any of the clauses above are invalid or should become so in the course of time, the remaining clauses will not be affected. The Parties undertake to replace any invalid provisions with legally valid provisions that best reflect the commercial intent of the provisions.

Last updated 14/05/2020