General Business Terms and Conditions Planen Service Angeln
owner Christin Jensen
Meiereistrasse 17, 24991 Mühlenbrück

Section 1 Scope of application

(1) These delivery terms only apply to entrepreneurs and legal entities under public law. They do not apply to consumers.

(2) Our delivery terms solely apply. We do not accept contradictory conditions of the customer, even if we are aware of contradictory conditions when we carry out the delivery. Other terms only apply if we expressly agree to contradictory conditions in writing.

(3) Our delivery terms also apply to all future transactions between us and the customer (framework agreement).

Section 2 Conclusion of contract, written form, collateral agreements

(1) Our offers are subject to change and non-binding, insofar as they were not expressly handed in bindingly or they contain an explicit term of acceptance. Insofar as the order of the customer represents an offer based on the conclusion of a contract, we are authorised to accept it within a deadline of two weeks.

(2) Changes or supplements to the contractual relations existing between us and the customer and/or these delivery terms require the written form to be effective. Oral collateral agreements do not exist insofar as they do not expressly indicate that they are to continue to apply. For adherence to the written form, transmission by telecommunication is sufficient, especially via fax or email, insofar as the copy of the signed declaration is transmitted. Legal form requirements and further proof especially with doubts concerning the legitimation of the declarant remain unaffected.

Section 3 Prices, payment

(1) Our prices shall be deemed to be ex works in Euros, plus the legal VAT and solely the costs for packaging, in the case of export deliveries they shall include customs duties as well as fees and other public charges, insofar as nothing else is expressly agreed on.

(2) Insofar as nothing else was expressly regulated, our invoices are due within 14 days from invoicing and delivery or acceptance of the goods.

(3) Also in the scope of a running business relation, we are entitled at any time to carry out a delivery totally or partially only against advance payment. We declare an appropriate reservation at the latest with the order confirmation.

(4) With the expiry of above payment period, the customer is in default. Interest is to be paid on the payment during the delay at the respectively applicable statutory default interest rate. We reserve the right to claim any further damages from default. Our claim for the commercial maturity interest (§ 353 HGB [German Commercial Code]) against merchants remains unaffected.

(5) The customer is only entitled to set off rights or rights of retention insofar as his claim is legally established or undisputed. With defects in delivery, the counter rights of the customer remain untouched.

Section 4 Quantities, delivery and execution periods

(1) Deliveries ensue ex works, which is also the place of fulfilment for the delivery and a possible supplementary performance. Delivery presupposes the timely and proper fulfilment of the obligations of the customer. The right to object to the unfulfilled contract remains reserved.

(2) On demand and costs of the customers, the goods are sent to another place of destination. Insofar as nothing else is agreed on, we have the right to determine the type of shipment (especially shipping company, dispatch route, packaging) ourselves.

(3) Our promised deadlines and dates for deliveries and performances apply only approximately, unless a mandatory period, a mandatory date or a mandatory delivery period has been assured expressly in writing. Insofar as dispatch was agreed on, delivery deadlines, dates or periods refer to the time of the handing over to the forwarder, carrier or any other third party commissioned with the transport.

(4) We can – notwithstanding further rights – demand an extension of delivery and performance dates from the customers or a postponement of the delivery and service dates by the period in which the customer does not fulfil his contractual duties towards us. If an action of the customer is necessary for the manufacture of a special design or for the execution of the delivery, thus the delivery period only begins with the complete execution of this action by the customer.

(5) If the customer is in default of acceptance or if he culpably violates his duty of cooperation in other ways, the customer is bound to replace the damage arising from it including any possible extra expenses. Further claims remain reserved. The risk of the accidental loss or deterioration of the goods in this case transfers to the customer with the time of the default in acceptance or the otherwise violation of duties of cooperation.

(6) We are entitled to partial deliveries if

• the partial delivery for the customers is usable in the scope of the contractual intended purpose,
• the delivery of the remaining agreed on goods is guaranteed and
• no considerable additional expense or additional costs accrue to the customer because of this, unless we declare taking over these costs.

(7) If we are in default or if a delivery, no matter for what reason, becomes impossible, thus our liability is limited to the invoice value of the quantity of goods which were not delivered on time, unless we have caused the delay or the impossibility in gross negligence. For the remaining, the compensation for damages is limited according to section 10 of these terms.

Section 5 Force majeure

(1) We are not liable for impossibility of the delivery or for delays in delivery, insofar as they were caused by force majeure or other events which could not be foreseen at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials or energy, procurement, delays in transportation, strikes, lawful lockouts, shortage of manpower, energy or raw materials, difficulties in the procurement of necessary official permits, official measures or – in the case of purchase – the missing, not correct or not timely delivery by suppliers) which we are not responsible for.

(2) Insofar as events according to the previous paragraph make the delivery considerably more difficult or impossible for us and the obstruction is not only of temporary duration, we are entitled to withdraw from the contract. With obstructions of temporary duration, the delivery or performance deadlines extend or the delivery or performance dates or periods shift by the period of the obstruction plus a reasonable start up period.

Section 6 Place of fulfilment, dispatch, packaging, transfer of risk

(1) Place of fulfilment for all obligations from the contractual relationship is our place of business. The type of shipment and the packaging are subject to our conscientious judgement.

(2) The risk transfers to the forwarder, carrier or other third parties determined to carry out the shipment to the customer at the latest with the handover of the delivered item (whereby the beginning of the loading procedure is decisive). This also applies if partial deliveries ensue or we have taken over yet other performances. If the shipment delays or the handover delays as a consequence of a circumstance caused by the customer, the risk goes over to the customer from that day on which the delivery item is ready for shipment and we have informed the customer of this.

(3) Insofar as an acceptance has been agreed on, it is decisive for the transfer of risk. Also otherwise, the legal provisions of the law on service contracts is correspondingly valid for an agreed on acceptance. The handover or acceptance shall have deemed to have been effective if the customer is in default of the acceptance.

(4) The customer bears the storage costs after transfer of risk.

(5) The customer bears the costs of the transport. The shipment is only insured by us on express wish of the customer and his costs against theft, breakage, transport, fire and water damages or other insurable risks, insofar as nothing else was expressly agreed on.

Section 7 Retention of title

(1) Up to the complete receipt of all payments, the goods remain in our property. With contract violations of the customer, including payment delay, we are entitled to take back the goods.

(2) The customer has to handle and insure the goods appropriately.

(3) Insofar as the purchase price has not been paid in full, the customer has to inform us in writing without delay if the goods are encumbered with the rights of third parties or exposed to other interference by third parties.

(4) The customer is entitled to resale of the goods under retention of title in the ordinary course of business. In this case, he however already now assigns all claims from such a resale, no matter of it ensues before or after a possible processing of the goods delivered under retention of title to us. Notwithstanding our right to collect the claim ourselves, the customer remains also authorised to collect the claim after the assignation. In this connection, we are bound not to collect the claim as long as and insofar as the customer meets his payment obligations, there is no application to open insolvency proceedings or similar actions and no suspension of payment.

(5) Insofar as the above-named securities exceed the claims to be secured by more than 10 %, we are bound to release the securities according to our selection on demand of the customer.

Section 8 Guarantee

(1) Warranty claims can be asserted within 12 months after transfer of risk. The duties of inspection and complaint of the customer remain untouched by this. If a defect turns up in the inspection or later, thus we have to be notified of this without delay in writing or via email. Independent of this duty of inspection and complaint, the customer has to notify us of obvious defects (including false and short delivery) within 24 hours from the delivery.

(2) In case of defects of the goods, the customer has a right to subsequent fulfilment by way of the defect elimination or delivery of a defect-free item. If the subsequent fulfilment fails twice, the customer is entitled to reduce the purchase price or withdraw from the contract.

Section 9 Special designs

(1) Special designs are such products which are not manufactured for series but according to specification of the customer. For the ascertainment of the target quality, the specifications of our written offer are valid according to our production process. Insofar as no detailed standards have been agreed on for the manufacture of the products, the production ensues according to the respectively valid standards (material, weight, thickness, fastening) for the respective products. Small deviations from valid standards are no defect.

(2) On wish of the customer, changes from the agreed on specification or the valid standards can also be carried out after granting of the order. These changes are subject to a so called change request process. The implementation of the changes requires our consent as well as an agreement about the delivery dates as well as additionally accruing costs.

(3) The costs for the construction drawings, tools, samples and similar preparatory work made on the wish of the customer are also invoiced to the customer, even if the order for the special production is not granted. Insofar these conditions are already valid before the granting of the order.

(4) The area of application of the special productions is determined by the customer. The customer will check the products before each intended use for functionality. The customer takes over the sole responsibility and liability for the necessary work safety measures being adhered to in the application of the special production.

(5) With special designs, we do not check if their production and/or use of the samples, drawings or other documents surrendered by the customer violates the existing industrial property rights of third parties. The customer releases us from claims of third parties because of the violation of such rights.

(6) The return and the exchange of the special designs is excluded.

Section 10 Liability

(1) We are liable in the case of intent or gross negligence on our part or on the part of our representatives or vicarious agents according to the legal regulations; we are liable likewise in the case of culpable violation of essential contractual commitments the fulfilment of which enables the proper execution of the contract, and on the observation of which the contractual partner is regularly relies on. With negligent violation of an obligation, our compensation liability is limited to the amount agreed on in the order. We are not liable for insufficient economic success, lost profit and indirect damages. Liability due to culpable injury to life, body or health as well as the liability according to the product liability act remain untouched.

(2) Insofar as it is not expressly regulated otherwise above, our liability is excluded.

(3) Insofar as the compensation liability is excluded or restricted according to these terms, this is also valid regarding the personal compensation liability of our employees, staff, co-workers, representatives and vicarious agents.

Section 11 Intellectual property rights and confidentiality

(1) We retain all industrial property rights and similar rights in law of any kind such as patent rights, titles to trademarks, utility model and design rights, copyrights as well as rights of usufruct and exploitation, no matter whether registered or not, including the right to register such rights and know how (altogether: intellectual property) which exist at the moment or we have acquired at a later time. The customer is merely granted a simple, not transferable right of intellectual property if and insofar as it is necessary for the use of the products. The right of usufruct is also valid for the companies connected with the customer in the sense of Section 15 AktG. [German Stock Corporation Act] The production of copies of the intellectual property as well as the processing or changing is only permissible insofar as this is necessary for the use of the products. The granting of sub-licences or the use by third parties is excluded – subject to an individual agreement to be made from case to case.

(2) All information, specifications, drawings and other data which the customer has received from us in written form or orally are business secrets which are to be handled confidentially. They remain our property and may only be used for the purposes agreed on. They must especially not be copied by the customer and not disclosed to third parties, insofar as they are not generally known or lawfully known to the third party in another way. They may only be disclosed to staff of the customer if and insofar as this is necessary to the fulfilment of the contract.

Section 12 Choice of law and jurisdiction

(1) For these delivery terms and the contractual relationship between us and the customer, the law of the Federal Republic of Germany applies under exclusion of international uniform law, especially the UN Sales Law.

(2) If the customer is a merchant in the sense of the German Commercial Code, legal entity under public law or a special fund under public law, the sole also international place of jurisdiction for all disputes directly or indirectly ensuing from the contractual relationship is the district court Hamburg. The same applies if the customer is an entrepreneur in the sense of Section 14, German Civil Code. However, we are also entitled in all cases to take legal action at the place of fulfilment of the delivery obligation according to these delivery terms or an overriding individual agreement or at the place of general jurisdiction of the customer. Overriding legal provisions, especially on exclusive jurisdictions, remain unaffected.

Section 13 Severability clause

If a provision of these delivery terms or other regulations between us and the customer and/or changes or supplements made be ineffective or not feasible, thus this does not touch the effectiveness of the remainder of the contract between us and the customer, including these delivery terms and changes / supplements. The ineffective/infeasible provision is deemed validly replaced by an effective/feasible one which comes as closest to the economic intention as possible.