KNEHO UV coatings

(1) Validity
 

1. These terms of delivery apply to all transactions
    
   1. with persons who, when concluding the contract, are acting in the exercise of their commercial or independent professional activity (entrepreneurs).
       
   2. with legal entities under public law or special funds under public law.
       
   3. These General Terms and Conditions of Sale are designed for contracts that do not fall under the special provisions of the sale of consumer goods (§§ 474 ff BGB). The customer is obliged to inform us if it cannot be ruled out that the products supplied by us are supplied to consumers within the meaning of § 13 BGB. We shall then be entitled to withdraw from the contract.
       

(2) Conclusion of contract
 

1. For all agreements and offers - including all future ones - with us, our following terms and conditions of sale and delivery shall apply exclusively, unless deviating individual contractual agreements have been made. Other terms and conditions shall not become part of the contract, even if we have not expressly objected to them. Our employees are not authorized to deviate from these terms and conditions.
    
2. The contractual partner shall be notified in writing of any changes to our General Terms and Conditions. They shall be deemed to have been approved if the contractual partner does not object to them in writing. We shall draw the contracting party's attention to this consequence separately at the time of notification. The objection must be received by us within one month after our contractual partner has received the notification of change.
    
3. Contracts shall only be concluded by our written or electronically transmitted order confirmation. Until then, our offers are subject to change. We may issue the order confirmation up to 2 weeks after receipt of the customer's order. If we do not make a declaration within this period, this shall be deemed to be a rejection of the contractual offer. Only the order confirmation shall be decisive for the scope of the delivery or service.
    
4. If the customer objects to the validity of our terms and conditions of sale and delivery, we shall have the right to withdraw from the contract.
    

(3) Prices
 

1. Unless otherwise agreed, our prices are net ex works. The value added tax applicable on the day of delivery shall be added to our prices.
    
2. The weights, quantities and quantities determined by us shall be decisive for the calculation unless the recipient objects immediately after receipt or notifies us of deviations in the delivery.
    
3. We shall be bound to the prices agreed for an order for four months from conclusion of the contract. If longer delivery periods are agreed, we shall be entitled to make a pro rata surcharge for the increase in costs incurred in the event of an increase in material or labor costs on the basis of our original price calculation.
    
4. Packaging and freight costs shall be invoiced additionally. Returnable pallets remain our property and must be returned with the next delivery in perfect condition. If they are not returned within one month of delivery, we will invoice the cost price. If the delivery is made in returnable containers, these must be returned empty and carriage paid within 90 days of receipt of the delivery. Loss of and damage to returnable packaging shall be borne by the customer as long as it has not been returned to the supplier, if the customer is responsible for this. Returnable packaging may not be used for other purposes or to contain other products. They are only intended for the transportation of the delivered goods. Labels may not be removed.
    
5. Disposable packaging will not be taken back by us. Instead, we will inform the Buyer of a third party who will accept the packaging when it is empty and recycle it in accordance with the statutory and official regulations.
    

(4) Payment
 

1. Subject to other written payment agreements, payments must be made net within 8 days of the invoice date. Timeliness of payment shall be determined by the unconditional credit entry on our bank account.
    
2. If this payment deadline is exceeded, the customer shall pay default interest of 8 percentage points above the respective base interest rate of the European Central Bank without a reminder, unless he can prove that he is not responsible for the delay in payment. We reserve the right to claim further damages.
    
3. We reserve the right to demand payments on account in the amount of the respective partial services/deliveries rendered.
    
4. Payments shall always be credited first to the costs, then to the interest and then to the oldest debt.
    
5. If the customer defaults on a payment, all claims shall become due immediately unless the customer proves that he is not responsible for the default.
    
6. Checks and, after prior separate written agreement, bills of exchange shall only be accepted on account of payment, whereby the costs and expenses shall be borne by the customer.
    
7. If agreed, a discount shall only be granted on the pure value of the goods and only if all due invoices from previous deliveries have been paid in full.
    
8. The purchaser shall be entitled to the defense of non-performance of the contract without restriction if the legal requirements are met. The following provisions shall apply to other rights of retention. The customer shall only be entitled to a right of retention with regard to claims arising from the same contractual relationship which are undisputed or have been legally established or are ready for a decision. In this case, he may withhold payment of the remuneration in the event of defects in parts of the service or delivery only in the amount corresponding to the value of the defective delivery/service.
    
9. The customer may only set off against our claim with claims from his own right which are undisputed, legally established or ready for decision.
    
10. If the customer is in arrears with payments of any kind or if there is a deterioration in his financial circumstances which gives rise to doubts about his ability to pay, we shall be entitled to refuse all further services and to demand advance payment or security. Such a deterioration of the financial circumstances is to be assumed, among other things, if bills of exchange or checks are protested or the limit set by a credit insurance is exceeded or would be exceeded by the intended delivery. Further legal rights (in particular withdrawal) remain reserved.
     

(5) Deliveries
 

1. Delivery periods and dates are approximate and subject to change. They are only binding if we have confirmed them as such in writing. Delivery times shall be deemed to have been met if we report readiness for dispatch within the agreed period.
    
2. Any subsequent changes to the order requested by the customer shall result in an interruption of the delivery period, which shall begin anew after corresponding notification.
    
3. We may - even before the agreed delivery date - make appropriate and reasonable partial deliveries and invoice them separately, unless the contractual partner has a particular interest in a complete delivery.
    
4. The delivery period shall be extended by the time during which we ourselves are not supplied correctly or on time. Delivery periods shall also be extended appropriately if the customer does not comply with agreed terms of payment or other contractual terms. The above shall not apply if we are responsible for the delay.
    
5. The delivery period shall be extended by the duration of the hindrance in the event of unavoidable events for us, in particular operational disruptions, official intervention, shortage of raw materials, labor disputes, etc. If delivery becomes impossible for the same reasons, we shall be released from the obligation to deliver. In this case, we shall immediately inform the contractual partner of the impossibility and reimburse any consideration already received.
    
6. We shall only be in default - even in the case of a calendar-based performance period (Section 286 (2) No. 1, 2 BGB) - if we are set a deadline for performance of two weeks, unless we have previously seriously and definitively refused performance. We shall only be liable for damages caused by delay and non-performance up to the amount of the order value, unless we or our vicarious agents have acted with intent or gross negligence. Any contractual penalty to be paid shall be offset against the customer's claim for damages.
    
7. The customer may only withdraw from the contract due to delays in delivery if we are responsible for the delay and a reasonable grace period set for us has expired without success.
    
8. In the case of call-off orders, we may set a 1-week grace period for acceptance after the expiry of 1 week from the delivery date and then invoice the goods not accepted and charge reasonable storage fees of 0.5% of the price of the delayed delivery for each additional week or part thereof until acceptance, up to a maximum total of 5% of the delayed delivery. The contracting parties reserve the right to prove higher or lower storage costs. The same shall apply if the dispatch or delivery of the goods is delayed by more than one week after notification of readiness for dispatch at the request of the customer.
    
9. Insofar as we confirm delivery dates for deliveries abroad, this shall only be binding on us on condition that all factual and technical details as well as all export and import modalities can be clarified in good time.
    
10. In the case of goods specially manufactured for the customer, we may deliver up to 10% more or less of the quantity of goods. The quantity delivered shall be invoiced. It is agreed that the quantity of goods delivered in this way shall be regarded as fulfilling the contract.
     

(6) Packaging and transportation risk
 

1. All deliveries shall be EXW in accordance with INCOTERMS 2010.
    
2. The risk of accidental loss and deterioration of the goods shall pass to the customer upon delivery to the carrier, at the latest when the goods leave the factory. If shipment is delayed for reasons for which we are not responsible, the transfer of risk shall take place upon notification of readiness for shipment. Clauses such as “free delivery” or similar regulate the transportation costs, but do not change the above transfer of risk regulation.
    
3. Unless otherwise agreed, the mode of shipment shall be at our discretion, without responsibility for the cheapest mode of shipment.
    
4. Transport insurance shall only be taken out at the express request of the customer and at the customer's expense.
    
5. Our prices are based on the assumption that the transport packaging will be disposed of by the customer, unless it is a returnable container. If transport packaging is returned to us, the customer shall bear the costs of return transportation to us. In this case, the transport packaging must be clean, free of foreign matter and sorted according to different types of packaging. Otherwise, we shall be entitled to demand reimbursement from the customer for the additional costs incurred for disposal.
    

(7) Retention of title
 

1. We reserve title to all goods delivered by us until all claims - including future claims - against the customer arising from the business relationship have been settled. If the goods are included in a current account, the retention of title shall apply to the respective balance. We are entitled to collect the goods if the customer is in default of payment. The goods shall be credited with the actual proceeds after deduction of the utilization and return costs. The customer is obliged to insure our property against fire, water and theft. The claims against the insurance company are assigned to us. If the customer does not prove to us on request that sufficient insurance has been taken out, we shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at the customer's expense.
    
2. In the event of culpable breach of contract by the contractual partner, in particular default of payment, we shall be entitled to take back the delivery item. The contractual partner is obliged to surrender the goods at our request; he is not entitled to any rights of retention. The goods taken back shall be credited with the actual proceeds after deduction of utilization and return costs.
    
3. In the event of seizure, confiscation or other dispositions or interventions by third parties, the customer must inform us immediately.
    
4. The customer may process the goods in the ordinary course of business or resell them subject to an extended or expanded reservation of title. He is not entitled to dispose of the goods in any other way. The customer's right to process and sell the goods shall expire if he fails to meet his payment obligations to us, otherwise grossly breaches the contracts concluded with him or suffers financial collapse. Cessation of payment, over-indebtedness, application for the opening of insolvency proceedings and any other serious change in the customer's financial circumstances which may lead to our securities being jeopardized shall be deemed to be a deterioration of assets.
    
5. Any processing of goods subject to retention of title shall be carried out on our behalf. In the event of joint processing for several suppliers, we shall be entitled to co-ownership in accordance with §§ 947 ff. BGB (German Civil Code). If the customer combines or mixes our items with an item owned by the customer in such a way that the customer's item is to be regarded as the main item, the customer hereby assigns to us a co-ownership share in the main item in the ratio of the value of our item to the value of the main item. Our co-ownership share shall remain in the possession of the customer, who shall store the item for us.
    
6. The customer hereby assigns to us a first-ranking partial amount of the claims and ancillary rights arising from the resale corresponding to our share of ownership. He is not entitled to agree a prohibition of assignment. In the event of partial payment by a debtor of the customer to the customer, the claim assigned to us shall be deemed to have been paid last. The customer is entitled to collect the assigned claims in the ordinary course of business. This authorization shall expire in the cases described in (6) 3. The customer shall then be obliged to cooperate in the collection of the claims.
    
7. We undertake, at the customer's request, to release the securities to which we are entitled in accordance with the above conditions at our discretion to the extent that their realizable value exceeds the total claim to be secured by more than 20%.
    
8. Insofar as the law of another country does not permit retention of title in the case of deliveries abroad, but allows us as the seller to reserve other rights to the delivery item, we may exercise all rights of this kind. The customer is obliged to cooperate in such measures on our part.
    

(8) Warranty
 

1. The customer is obliged in any case to inspect the goods delivered by us immediately, even if they are packaged. Obvious defects must be reported in writing within one week at the latest, calculated from the day of delivery. Hidden defects must be reported in writing by the contractual partner no later than one week after their discovery. The contractual partner is obliged to provide us with a detailed written description of the defects notified by him. If the complaint is omitted or delayed, the contractual partner shall lose its claims due to any defects in the purchased item. Any processing of a notice of defects by us, in particular also the inspection of the goods after return by the contractual partner, shall in no case constitute a waiver of compliance with the obligation to give notice of defects by the contractual partner. If acceptance has been agreed, it must be carried out in our works by the customer or by an authorized representative or by a third party. Recognizable defects must be reported immediately.
    
2. We warrant that the goods delivered by us are free from material defects. The criterion for the conformity of the delivered products with the contract is the respective contractual description of the products and their intended use in the contract that we have concluded with our customer. The customer is solely responsible for the correctness of the specifications and data provided to us by the customer. We are not obliged to check the customer's specifications. We shall not be liable for defects resulting from incorrect or incomplete information or other data provided by the customer. Insignificant changes to the goods with regard to construction, form and design as well as the values stated in the description as well as insignificant changes to our services are to be accepted by the customer insofar as they are reasonable or are customary quantity, quality and design tolerances. Such insignificant deviations shall not justify any warranty claims.
    
3. Information that we publish in text or drawing form, e.g. in catalogs, descriptions, illustrations and data sheets, as well as dimensional, weight and performance data merely characterize the nature of our products and do not constitute an assurance of properties or guarantees. Our employees, sales representatives or other sales intermediaries are not authorized to give guarantees or assurances. The presentation of samples or specimens does not in itself constitute a guarantee or warranty. We reserve the right to make changes to technical data and formulations in the interests of technical progress.
    
4. Product descriptions, instructions for use and technical application advice given verbally, in writing or by means of tests are only general, non-binding information. All data and information on the suitability and application of our goods do not exempt the purchaser from carrying out his own tests and trials with regard to the suitability of the products for the intended processes and purposes and under the intended processing conditions. The customer must - if necessary - by means of a trial processing - check whether the delivered goods are suitable for the intended use under the intended processing conditions. This applies in particular if thinners, hardeners, additional paints or other components are added that were not purchased from us.
    
5. The goods supplied by us must be processed within the specified minimum durability periods. Warranty claims are excluded if the best-before dates are not observed.
    
6. Warranty claims are otherwise excluded if the defects have occurred as a result of incorrect or negligent handling, improper use or unsuitable application, incorrect processing or application, or due to impairments caused by special external influences after the transfer of risk which were not contractually stipulated. Warranty claims are also excluded if the customer has carried out rectification work himself or through third parties without this being absolutely necessary.
    
7. If the contractual partner refers to a public statement, in particular in advertising, to justify a defect of which he is complaining, he shall be responsible for proving that the public statement was the cause of his purchase decision.
    
8. In the event of a defect, we are initially entitled, at our discretion, to remedy the defect or to deliver a defect-free item (subsequent performance, § 439 BGB). In the event of subsequent performance, we are obliged to bear all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the goods have been taken to a place other than the place of performance. Parts rejected by our customer shall only be returned to us at our request and, if necessary, in good packaging and accompanied by a packing slip stating the order number. In the event of a fault, the returned goods will generally be credited and the replacement delivery re-invoiced.
    
9. We may refuse subsequent performance if it is only possible at disproportionately high cost. This is particularly the case if
    

• the costs associated with remedying the defect are likely to exceed 100% of the market value of the purchased item or defective item;
   
• in the case of subsequent delivery, the costs of replacement procurement by us exceed the amount of 150% of the market value of the delivered goods.
   
• The customer's other statutory rights (reduction, withdrawal, compensation, reimbursement of futile expenses) shall remain unaffected.
   

1. Unless otherwise stipulated by law, the customer is obliged to first set us a reasonable deadline in writing for subsequent performance before he can assert other warranty rights. As a rule, we must be granted a period of at least two weeks from the date of proof of the defect for subsequent performance. The deadlines shall be deemed to have been met if we have dispatched the goods within the deadlines. If a shorter period is contractually agreed in individual cases or another reasonable period is absolutely necessary, e.g. in urgent cases where there is a threat of disproportionately large damage or a risk to operational safety, these periods shall apply. There is no need to set a deadline if we have finally and seriously refused subsequent performance or if subsequent performance is impossible. If subsequent performance does not take place within this period, the customer shall be entitled to assert the statutory rights, in particular to withdraw from the contract, to declare a reduction in the purchase price or - under the conditions of clause (12) - to claim damages. There is no need to set a deadline if we have finally and seriously refused subsequent performance or if subsequent performance is impossible.
    
2. Withdrawal from the contract is excluded if the delivered item has only minor defects. Insignificant defects shall be deemed to exist in particular in the case of only insignificant deviations from the contractually agreed quality and in the case of only insignificant impairments of the usability of the goods provided for in the contract.
    
3. The contractual partner can only demand compensation instead of performance if the delivery of the defective item constitutes a significant breach of duty.
    
4. Compensation for any incidental damages that occur independently of subsequent performance (e.g. loss of production, loss of profit, claims due to delayed delivery to the customer's customers, etc., § 280 BGB) can only be claimed if a reasonable written deadline for subsequent performance has expired without result. We shall then be liable under the conditions of clause (12).
    
5. The warranty period is 12 months from delivery or agreed acceptance of the purchased item. The shortening of the warranty period shall not apply in the case of intent or fraudulent intent.
    
6. If the subsequent performance period has expired without success, we shall have the right to request the customer to declare his further warranty rights to us by setting a deadline of one month. If he does not make such a declaration within this period, warranty rights shall be excluded; this shall only apply if we have expressly pointed out this legal consequence in the request setting a deadline.
    
7. The contractual partner may only take recourse against us for product defects for which claims are asserted against him by his customers to the extent that he has not made any agreements with his customers that go beyond the domestic statutory provisions, in particular warranty liability. The above rules shall apply accordingly to the scope of our warranty liability towards the contractual partner in these cases.
    
8. If we have taken action on the basis of an error message or an asserted defect and it turns out during the inspection that the service provided by us does not have a defect subject to warranty, we may demand reasonable compensation for the expenses incurred by us in accordance with standard market rates.
    

(9) Defects of title:
 

1. We shall be liable to the statutory extent for the freedom of delivered products from defects of title. Insofar as we process or deliver products according to the customer's specifications, we shall not be liable for ensuring that these products do not infringe any third-party property rights. In other cases, we guarantee that products supplied by us do not infringe industrial property rights or copyrights of third parties, only with regard to the country in which we have our registered office (Germany), unless otherwise agreed. Otherwise (11) shall apply. If we manufacture according to the customer's specifications, we shall not be liable for ensuring that the products do not infringe third-party rights. In such a case, the customer shall indemnify us against third-party claims.
    
2. The contractual partner shall inform us immediately as soon as third parties assert an infringement of property rights. If this immediate information is not provided, warranty claims are excluded.
    
3. With regard to the warranty period, clause (8) paragraph 12 shall apply accordingly.
    
4. If justified claims are asserted by third parties within the warranty period, we may, at our discretion and at our expense, obtain a right of use for the deliveries concerned or modify the deliveries, taking into account the contractual purpose, in such a way that property rights are not infringed, or supply comparable products that do not infringe the property rights.
    
5. A warranty claim of the contractual partner is excluded if the contractual partner itself conducts the negotiations with the third party or concludes agreements with the third party without our consent.
    

(10) Industrial property rights
 

1. For all documents, objects and the like handed over to us for the purpose of delivery or performance, the customer shall be responsible for ensuring that the industrial property rights of third parties are not infringed. The customer shall indemnify us against third-party claims and compensate us for any damage incurred. If a third party prohibits us from performing, manufacturing or supplying the goods by invoking a property right belonging to it, we shall be entitled - without examining the legal situation - to cease work and demand compensation for our expenses. Documents, objects and the like provided to us which have not led to the order will be returned on request against reimbursement of costs. Otherwise we shall be entitled to destroy them three months after submission of the offer.
    
2. We reserve ownership rights and copyrights to all samples, recipes, information of a physical or non-physical nature - including in electronic form. Such information may not be made accessible to third parties. If the contractual partner receives such information in connection with the initiation of the contract, he is obliged to return it to us free of charge if the contract is not concluded. The contractual partner is obliged to make all information expressly designated by us as confidential accessible to third parties only with our express consent.
    

(11) Compensation for damages
 

1. We shall only be liable for damages, irrespective of the legal grounds
    

• if we, our legal representatives or our vicarious agents have acted with intent or gross negligence;
   
• if we have given guarantees, for the fulfillment of these guarantees to the agreed extent; guarantees must be in writing and must be expressly designated as such;
   
• in the event of injury to life, limb and health
   
• in cases of other mandatory statutory liability (e.g. Product Liability Act, Environmental Liability Act, etc.)
   

1. In cases of slight negligence, we shall be liable - except in the cases of No. 1 - for damages, irrespective of the legal grounds, only in the event of a breach of material contractual obligations. In the event of a slightly negligent breach of material contractual obligations, our liability for damages shall be limited as follows: We shall only be liable for compensation for typical, foreseeable damage. The customer is obliged to inform us in writing of special risks, atypical damage possibilities and unusual amounts of damage before conclusion of the contract. Liability for lack of commercial success, indirect damage and damage arising from third-party claims is excluded. The same applies to damages resulting from loss of production or loss of profit.
    
2. If the object of the purchase contract is an item determined only by its type, our liability shall also be determined in this case exclusively in accordance with the above rules. Liability for damages independent of fault is excluded.
    
3. The above provisions on liability shall also apply to the customer's statutory claims for compensation for futile expenditure and to the personal liability of our employees, workers, staff, representatives and vicarious agents.
    

(12) Other rights and obligations
 

In the event of a breach of duties of protection and consideration within the meaning of Section 241 (2) BGB for which we are responsible and which are not directly related to the delivery of the goods, our customer shall only be entitled to claim damages and to exercise his right of withdrawal if we have previously been warned in writing of the breach of duty, setting a reasonable deadline.
 

A warning is not required if we or our representatives or vicarious agents act with intent or gross negligence, or in the event of injury to life, limb or health.
 

(13) Data protection
 

The data required for the processing of business transactions is stored centrally by us.
 

(14) Information in accordance with VSBG on alternative dispute resolution in consumer matters:
 

We are not obliged to participate in dispute resolution proceedings before a consumer arbitration board and are not prepared to do so. We therefore do not participate in dispute resolution proceedings before a consumer arbitration board.
 

(15) Miscellaneous
 

1. The place of performance for all obligations arising from the contract shall be the Supplier's registered office.
    
2. The exclusive place of jurisdiction is the supplier's registered office. We may, at our discretion, also bring an action against the contractual partner at its general place of jurisdiction or the place of jurisdiction responsible for its registered office.
    
3. All orders placed with us shall be governed exclusively by German law, with the exception of the UN Convention on Contracts for the International Sale of Goods (CISG).
    
4. Should for any reason individual provisions of our terms and conditions be or become invalid, the validity and binding nature of the other provisions shall not be affected. The customer agrees that the invalid provision shall be replaced by a valid provision which comes closest to the invalid provision in its economic sense.