General terms of delivery and payment

1. Our General Terms and Conditions of Delivery and Payment apply exclusively to all contracts – including future contracts – with entrepreneurs, legal entities under public law and special funds under public law for deliveries and other services, including contracts for work and services. Any deviating terms and conditions of purchase of the buyer shall not be recognised, even if we do not expressly object to them or if we carry out the delivery or other service without reservation in the knowledge of the buyer's deviating terms and conditions of purchase. By concluding the contract, the buyer declares its full agreement with these General Terms and Conditions of Delivery and Payment.
2. Our offers are subject to change. Verbal agreements, promises, assurances and guarantees made by our employees in connection with the conclusion of the contract shall only become binding upon our written confirmation.
3. All information such as dimensions, weights, illustrations, descriptions, drawings, price lists and other printed matter are only approximate, but are determined to the best of our ability, but are non-binding for us in this respect. Models and drawings remain our property.
4. "Buyer" within the meaning of these terms and conditions is also the "ordering party" in the case of contracts for work and services.

1. Prices are ex works or warehouse plus freight and VAT, unless otherwise agreed.
2. If taxes or other external costs included in the agreed price change or are newly incurred more than four weeks after conclusion of the contract, we shall be entitled to change the price accordingly.
3. We reserve the right to increase the agreed price for quantities not yet delivered if, due to a change in the raw material and/or economic situation, circumstances arise which make the manufacture and/or purchase of the product in question significantly more expensive than at the time the price was agreed. In this case, the buyer may terminate the orders affected by the price increase within four weeks of notification of the price increase, giving four weeks' notice.
4. Writing errors or calculation errors shall entitle us to withdraw from the contract if the buyer refuses an adjustment. Claims for compensation by the buyer are excluded in this case.

1. Unless otherwise agreed or stated in our invoices, the purchase price shall be due immediately after delivery without discount and shall be paid in such a way that we can dispose of the amount on the due date. The buyer shall bear the costs of payment transactions. The buyer shall only be entitled to a right of retention and a right of set-off insofar as his counterclaims are undisputed or have been legally established. This also applies to claims arising from liability for defects.
2. If the term of payment is exceeded or in the event of default, we shall charge interest in the amount of 8% points above the base interest rate, unless higher interest rates have been agreed. We reserve the right to assert further claims for damages caused by default.
3. The buyer shall be in default no later than 10 days after the due date and receipt of the invoice/payment schedule or receipt of the service.
4. If, after conclusion of the contract, it becomes apparent that our claim for payment is at risk due to the buyer's inability to pay (e.g. due to an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (§321 BGB). We shall then also be entitled to demand payment of all claims from the current business relationship with the buyer that are not time-barred. Furthermore, the defence of uncertainty shall extend to all other outstanding deliveries and services arising from the business relationship with the buyer.
5. An agreed discount shall always relate only to the invoice value excluding freight and shall require the full settlement of all due liabilities of the buyer at the time of the discount.
6. We shall be entitled, despite contrary provisions of the purchaser, to offset payments first against the purchaser's older debts. If costs and interest have already been incurred due to older claims, we shall be entitled to offset the payment first against these costs, then against the interest and finally against the principal performance.
7. If the buyer is in default of payment even after several written requests for payment, we reserve the right to make further deliveries only after settlement of the due payment. In this case, we are also entitled to demand advance payment.
8. The purchaser shall only be entitled to rights of set-off and retention in the event that his claim is legally established, undisputed and due. In addition, a counterclaim must be based on the same contractual relationship.

1. Our delivery obligation is subject to correct and timely delivery to us, unless we are responsible for the incorrect or delayed delivery to us.
2. Information on delivery times is approximate. Delivery periods shall commence on the date of our order confirmation and shall only apply subject to the timely clarification of all details of the order and the timely fulfilment of all obligations of the Buyer.
3. The time of despatch ex works or ex warehouse shall be decisive for compliance with delivery periods and deadlines. They shall be deemed to have been met upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of our own.
4. Events of force majeure shall authorise us to postpone delivery for the duration of the hindrance and a reasonable start-up period. This shall also apply if such events occur during an existing delay. Force majeure shall include currency, trade policy and other sovereign measures, strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine breakdown, shortage of raw materials or energy), obstruction of transport routes, delays in import/customs clearance and all other circumstances which, through no fault of our own, make deliveries significantly more difficult or impossible. It is irrelevant whether these circumstances occur at our premises, the supplying plant or a sub-supplier. If the execution of the contract becomes unreasonable for one of the contracting parties due to the aforementioned events, in particular if the execution of the contract is delayed in essential parts by more than 6 months, this party shall be entitled to withdraw from the contract.

1. All delivered goods shall remain our property (goods subject to retention of title) until fulfilment of all claims, in particular also the respective balance claims to which we are entitled within the scope of the business relationship (balance reservation) and the claims which are unilaterally established by the insolvency administrator by way of choice of fulfilment. This also applies to future and conditional claims, e.g. from acceptor's bills of exchange, and also if payments are made on specially designated claims. This balance reservation finally expires with the settlement of all claims still outstanding at the time of payment and covered by this balance reservation.
2. Processing and treatment of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB without any obligation on our part. The treated and processed goods shall be deemed to be reserved goods within the meaning of No. 1. In the event of processing, combining and mixing of the reserved goods with other goods by the Buyer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods used. If our ownership expires as a result of combining or mixing, the buyer hereby transfers to us the ownership rights to which he is entitled to the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall store them for us free of charge. Our co-ownership rights are deemed to be reserved goods within the meaning of No. 1.
3. The Buyer may only sell the goods subject to retention of title in the ordinary course of business at his normal terms and conditions and as long as he is not in default, provided that the claims from the resale are transferred to us in accordance with Nos. 4 to 6. He is not authorised to dispose of the reserved goods in any other way. The purchaser is obliged to protect the reserved goods with the care of a prudent businessman against damage caused by improper storage, theft and other damage and to insure them adequately at replacement value. The Buyer hereby assigns to us any claims arising from such insurance. We accept this assignment.
4. The claims from the resale of the reserved goods, together with all securities that the purchaser acquires for the claim, are hereby assigned to us. They shall serve as security to the same extent as the reserved goods. If the reserved goods are sold by the purchaser together with other goods not sold by us, the claim arising from the resale shall be assigned to us in the ratio of the invoice value of the reserved goods to the invoice value of the other goods sold. In the case of the sale of goods in which we have co-ownership shares in accordance with No. 2, a part corresponding to our co-ownership share shall be assigned to us. If the reserved goods are used by the Buyer to fulfil a contract for work and services, the claim arising from the contract for work and services shall be assigned to us in advance to the same extent. We hereby accept the assignments declared in this paragraph.
5. The purchaser is authorised to collect claims arising from the resale or other use of the reserved goods. This authorisation to collect shall expire in the event of our revocation, but at the latest in the event of default in payment, non-redemption of a bill of exchange or an application to open insolvency proceedings. We shall only make use of our right of revocation if it becomes apparent after conclusion of the contract that our claim to payment from this or other contracts with the buyer is jeopardised by the buyer's inability to pay. At our request, the buyer is obliged to inform his customers immediately of the assignment to us and to provide us with the information and documents required for collection.
6. An assignment of claims from the resale is not permitted unless it is an assignment by way of genuine factoring which is notified to us and in which the factoring proceeds exceed the value of our secured claim. Our claim shall become due immediately when the factoring proceeds are credited.
7. The buyer must inform us immediately of any seizure or other interference by third parties. The purchaser is obliged to point out the ownership of JUNKERWERK Linder GmbH + Co KG in the event of seizure or other interference with the reserved goods. The Buyer shall bear all costs that have to be incurred for the cancellation of the seizure or for the return transport of the reserved goods, insofar as they are not reimbursed by third parties.
8. If the buyer is in default of payment, we are entitled to take back the reserved goods and, if necessary, to enter the buyer's premises for this purpose. The same applies if it becomes apparent after conclusion of the contract that our claim for payment from this or other contracts with the buyer is jeopardised by the buyer's inability to pay. Repossession does not constitute cancellation of the contract. The provisions of the Insolvency Code remain unaffected.
9. If the invoice value of the existing securities exceeds the secured claims including ancillary claims (interest, costs, etc.) by more than 20 per cent in total, we are obliged to release securities of our choice at the buyer's request.

1. In the event of acceptance in accordance with § 640 BGB, this must take place immediately after notification of readiness for acceptance at the supplying plant or our warehouse. The Buyer shall bear the personal acceptance costs.
2. If, through no fault of our own, the goods are not accepted, not accepted on time or not accepted in full, we shall be entitled to dispatch the goods without acceptance or to store them at the buyer's expense and risk and to invoice them to the buyer.

1. We determine the route and means of despatch as well as the forwarder and carrier.
2. If, through no fault of our own, transport by the intended route or to the intended place within the intended time becomes impossible or considerably more difficult, we shall be entitled to deliver by another route or to another place; the buyer shall bear the additional costs incurred. The buyer shall be given the opportunity to comment beforehand.
3. When the goods are handed over to a forwarding agent or carrier, but at the latest when they leave the warehouse or the supplying plant, the risk, including the risk of confiscation of the goods, shall pass to the buyer for all transactions. We shall only provide insurance at the instruction and expense of the buyer. The obligation and costs of unloading shall be borne by the buyer.
4. The goods are delivered unpacked. If customary in the trade, we deliver packed. In our experience, we will provide packaging, protective and/or transport aids at the buyer's expense. They will be taken back at our warehouse. We do not assume the costs of the buyer for the return transport or for his own disposal of the packaging.
5. We are authorised to make partial deliveries to a reasonable extent. Excess and short deliveries of the agreed quantity customary in the industry are permissible.

1. In the case of call-off orders, goods notified as ready for dispatch must be called off immediately, otherwise we shall be entitled to dispatch them at our discretion after expiry of a period of grace set by us at the expense and risk of the buyer or to store them at our discretion and invoice them immediately.
2. In the case of contracts with continuous delivery, call-offs and sorting for approximately equal monthly quantities shall be submitted to us; otherwise we shall be authorised to make the determinations ourselves at our reasonable discretion.
3. If the individual call-offs exceed the contractual quantity in total, we shall be entitled, but not obliged, to deliver the excess quantity. We may invoice the excess quantity at the prices valid at the time of the call-off or delivery.
4. The quantities ordered in call orders are binding for the buyer for a period of 4 weeks for the finished parts and 8 weeks for the required raw material. The buyer is obliged to accept and pay for these quantities in full, or at least to reimburse the costs in full on time.
5. In the case of call-off orders, the Buyer shall have a binding obligation to accept the delivery schedules sent to the Seller for the next 8 weeks from the date of dispatch of the delivery call-off.

1. Material defects in the goods must be reported in writing immediately, at the latest seven days after delivery. Material defects which cannot be discovered within this period even with the most careful inspection must be reported in writing immediately after discovery, at the latest before expiry of the agreed or statutory limitation period, with immediate cessation of any handling and processing.
2. After acceptance of the goods by the buyer in accordance with § 640 BGB, the complaint of material defects that were detectable during the agreed type of acceptance is excluded.
3. In the event of a justified, timely notification of defects, we may, at our discretion, remedy the defect or deliver a defect-free item (subsequent fulfilment). In the event of failure or refusal of subsequent fulfilment, the buyer may reduce the purchase price or withdraw from the contract after setting and unsuccessful expiry of a reasonable deadline. If the defect is not significant, the buyer is only entitled to a reduction in price.
4. If the buyer does not immediately give us the opportunity to convince ourselves of the material defect, in particular if he does not immediately make the rejected goods or samples thereof available upon request, all rights due to the material defect shall lapse.
5. In the case of goods that have been sold as declassified material - e.g. so-called IIa material - the buyer is not entitled to any rights arising from material defects with regard to the stated reasons for declassification and those that he usually has to reckon with.
6. We shall not be liable for any expenses incurred as a result of the goods sold being taken to a place other than the buyer's registered office or branch unless this is in accordance with their contractual use.
7. The buyer's rights of recourse according to § 478 BGB remain unaffected.
8. We do not provide any warranty for a specific purpose or suitability of the goods, unless expressly agreed otherwise in writing; otherwise, the risk of use and application lies exclusively with the buyer.

1. We shall only be liable for breach of contractual and non-contractual obligations, in particular due to impossibility, delay, culpa in contrahendo and unauthorised action - including for our executive employees and other vicarious agents - in cases of intent and gross negligence, limited to the damage foreseeable at the time of conclusion of the contract and typical for the contract. Our liability for defects shall be limited to the amount of the remuneration charged by us for the delivery or service provided.
2. These limitations shall not apply in the event of culpable breach of material contractual obligations, insofar as the achievement of the purpose of the contract is jeopardised, in cases of mandatory liability under the Product Liability Act, in the event of damage to life, limb and health and also not if and insofar as we have fraudulently concealed defects in the item or guaranteed their absence. The rules on the burden of proof remain unaffected by this.
3. In the event that we should be obliged to pay compensation due to simple negligence, our liability to pay compensation for damage to property or personal injury shall be limited to the amount covered by our liability insurance.
4. Unless otherwise agreed, contractual claims which arise for the buyer against us on the occasion of or in connection with the delivery of the goods shall lapse one year after delivery of the goods. This period shall also apply to goods which are used for assembly in accordance with their normal use and which have caused the defectiveness of the goods. This does not affect our liability for intentional and grossly negligent breaches of duty or the limitation period for statutory rights of recourse. In cases of subsequent fulfilment, the limitation period shall not begin to run again.

1. The existing contracts and delivery obligations can be terminated individually or as a whole by the contracting parties with a reasonable notice period of max. 6 months. This ordinary right of cancellation only exists if new circumstances arise during the execution of the contract that make it necessary for one party to adjust the contract because it has become unreasonable to continue the contracts without a corresponding adjustment and negotiations have not led to an agreement on the adjustment of the contracts.

1. The place of fulfilment for our deliveries shall be the supplying plant in the case of delivery ex works and our warehouse in the case of other deliveries. The place of jurisdiction shall be, at our discretion, the registered office of our head office or the registered office of the buyer.
2. The law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the purchaser and us, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

1. If a buyer who is resident outside the Federal Republic of Germany (foreign customer), or his authorised representative, collects goods or transports or dispatches them abroad, the buyer must provide us with the export certificate required for tax purposes. If this proof is not provided, the Buyer shall pay the VAT applicable to deliveries within the Federal Republic of Germany on the invoice amount.
2. In the case of deliveries from the Federal Republic of Germany to other EU member states, the purchaser must inform us prior to delivery of his VAT identification number, under which he carries out the purchase taxation within the EU. Otherwise, in addition to the agreed purchase price, he shall pay the amount of VAT legally owed by us for our deliveries.
3. When invoicing deliveries from the Federal Republic of Germany to other EU member states, the VAT regulations of the respective recipient member state shall apply if either the purchaser is registered for VAT in another EU member state or if we are registered for VAT in the recipient member state.
4. Should any provision of these General Terms and Conditions of Delivery and Payment be or become invalid, this shall not affect the validity of the remaining provisions.

Junkerwerk Linder GmbH + Co.KG:
Head office: Martinstraße 31, D-42655 Solingen, Phone: +49 (0) 212 - 2800 0
Hungarian branch: Alkotmány u. 13, H-9200 Mosonmagyaróvár, Phone: +36 (06) 96 - 5662 77