General terms and conditions of NIRONIT Edelstahl GmbH & Co. KG

1 Scope, form

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1.1 These General Terms and Conditions (“GTC”) apply in their current version to all business relationships concluded between NIRONIT Edelstahl GmbH & Co. KG (“NIRONIT”) and its customers as well as via the online shop.
The terms and conditions only apply if the customer is an entrepreneur in accordance with § 14 BGB, a legal entity under public law or a special fund under public law.
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1.2 The terms and conditions apply in particular to contracts for the sale and/or delivery of movable property (“goods”), regardless of whether NIRONIT manufactures the goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the terms and conditions in the version valid at the time the customer placed the order or in any case in the version last notified to him in text form shall also apply as a framework agreement for similar future contracts, without NIRONIT having to refer to them again in each individual case.
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1.3 These terms and conditions apply exclusively. Deviating, conflicting or supplementary terms and conditions of the customer will only become part of the contract if and to the extent that NIRONIT has expressly agreed to their validity. In particular, silence on such deviating conditions does not constitute acknowledgment or consent, not even in the case of future contracts. This consent requirement applies in any case, for example even if the customer refers to his terms and conditions as part of the order and NIRONIT does not expressly object to this.

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1.4 The acceptance of deliveries, goods or products processed by NIRONIT, services provided by NIRONIT or by NIRONIT, are regarded as acceptance of the terms and conditions.
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1.5 Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in the order confirmation have priority over the terms and conditions.
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1.6 Differing agreements, additions or changes are only valid if confirmed in writing by NIRONIT. This also applies to the amendment of the written form clause.
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1.7 A paper order confirmation letter can be provided upon written customer request.
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1.8 Legally relevant declarations and notifications from the customer regarding the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be submitted in writing.
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1.9 Written form within the meaning of these terms and conditions includes written and text form (e.g. letter, e-mail, fax).
Insofar as written form is required in these terms and conditions, the text form and the application of the interpretative rule in accordance with Section 127 (2) BGB are excluded. The electronic form is the same as the written form.
Statutory formal requirements and further evidence, in particular in the event of doubts as to the legitimacy of the declarant, remain unaffected.
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1.10 References to the applicability of legal regulations are for clarification only. Even without such clarification, the statutory provisions apply, unless they are directly amended or expressly excluded in these terms and conditions.

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2 Conclusion of contract

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2.1 The offers, cost estimates and advice are subject to change and non-binding. This also applies if NIRONIT has provided the customer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents — including in electronic form — to which NIRONIT reserves ownership and copyrights.
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2.2 The documents included in the offer, such as illustrations, drawings, weight and dimensions, etc. are approximate unless they are expressly described as binding by NIRONIT.
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2.3 Ordering the goods or payment (advance payment) by the customer is considered a binding contract offer. Unless otherwise stated in the order, NIRONIT is entitled to accept this contract offer within 14 days of receipt. Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer.
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2.4 NIRONIT does not provide consulting services. The customer is responsible for verifying the suitability of the products for the purposes assumed by him or for the intended use.
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2.5 With regard to money laundering and anti-corruption, the customer must comply with the relevant legal regulations and regulations.
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2.6 The contract is concluded within the Federal Republic of Germany and Austria in German form; otherwise in English.

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3 Scope of delivery

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3.1 The subject of the contract is exclusively the delivery item with the properties and features in accordance with the order confirmation. In addition, public statements, promotions or advertising do not represent an indication of the quality of the goods in accordance with the contract. Other or more extensive properties or features or a specific purpose of use are only agreed upon if NIRONIT expressly confirms this in writing.
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3.2 If the quantity to be delivered is stated in the order confirmation as “approx.”, “kg eff.” or a comparable clause, or if a quantity variance is standard in the trade and reasonable for the customer, a deviation within a tolerance of 10% is permitted and is considered to have been contractually agreed. In the event of a corresponding deviation, the customer owes payment for the quantity actually delivered.

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Contract work

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4.1 In the case of contracts for contract work, the requirements and implementing regulations made in the order accepted by NIRONIT are decisive. Amendments are only effective with NIRONit's express written consent. Binding promises regarding the work result cannot generally be made for technical reasons.
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4.2 The customer must ensure that the execution of contract work does not infringe any domestic and foreign property rights of third parties, in particular copyright, patent, trademark or utility model rights. If a third party claims against NIRONIT of an intellectual property right, the customer must release NIRONIT from any asserted claims upon first request.
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4.3 The customer must provide NIRONIT with the raw material on which NIRONIT is to carry out the commissioned contract work at NIRONIT's own expense. The risk of loss or deterioration of the raw material is only transferred to NIRONIT when the material reaches the NIRONIT warehouse. The return transport to the customer or to a recipient named by the customer is also carried out at the customer's expense and risk. NIRONIT only bears the risk until it is handed over to the freight forwarder.
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4.4 The initial material provided must be accompanied by all information required for processing. These must comply with the agreed conditions. If NIRONIT finds a discrepancy in this regard, NIRONIT is entitled to refuse to execute the order until it has been clarified with the customer on the basis of which information the order is to be executed.
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4.5 Raw material received by NIRONIT is only tested in terms of quantity. There is no further entrance examination.
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4.6 NIRONIT has a lien on the primary material provided and the workpieces manufactured from it by NIRONIT. The lien serves to secure all claims arising from the business relationship with the customer.
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4.7 Specifications made by the customer regarding the output quantity are only binding due to material losses due to processing-related material losses if NIRONIT expressly declares these in writing in a declaration in which the quantity of raw materials received, the minimum quantity to be delivered and, if applicable, any agreed price premium for this purpose. The same applies to changes in the agreed quantities.
If no such confirmation has been made, the customer cannot assert warranty claims against NIRONIT due to material losses due to procedural losses and a resulting lower output quantity. In any case, the customer bears the costs of changes. If the primary material provided by the customer is defective or if the material processed by NIRONIT is not used by the customer in accordance with its characteristics, the customer cannot assert any warranty or compensation claims against NIRONIT.
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4.8 The liability provisions in these terms and conditions remain unaffected by all provisions of this section.

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5 Online shop

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5.1 The range of products offered by the online shop is aimed exclusively at the group of people listed under 1.1.
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5.2 Use is only possible after the customer has been approved for this by NIRONIT.
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5.3 By placing an order in the online shop, the customer makes a binding offer to purchase the relevant product.

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After receipt of the offer, NIRONIT will send a confirmation of receipt of the offer by email, which does not represent an acceptance of the offer.
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The offer is only considered accepted by NIRONIT as soon as acceptance has been declared to the customer or the goods have been shipped. NIRONIT may accept the offer until the end of the fifth working day following the date of the offer. After this period, the customer is no longer bound to his offer.
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The purchase contract with the customer is only concluded upon acceptance by NIRONIT. Contrary to this, the contract is concluded upon payment in advance by the customer, provided that an order process has been received and the goods are available.
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5.4 NIRONIT has copyrights to all images, films and texts published in the online shop. The use of images, films and texts is not permitted without the express consent of NIRONIT.

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6 Delivery period, delay in delivery, obligations to cooperate

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6.1 The delivery period is generally agreed individually or specified by NIRONIT upon acceptance of the order and generally starts on the day of order confirmation. This does not apply if the customer has not fulfilled his obligations to NIRONIT in good time. This includes in particular providing the documents, permits to be obtained by the customer, issuing letters of credit and guarantees or making down payments or, if agreed upon, payment in full amount.
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The delivery deadline is considered to have already been met when readiness for dispatch is indicated. This applies even if the delivery item is not sent on time, unless NIRONIT is responsible for this.
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6.2 If NIRONIT is unable to meet binding delivery deadlines for reasons for which it is not responsible (unavailability of service), NIRONIT will immediately inform the customer of this and at the same time notify the expected new delivery period. If the service is also not available within the new delivery period, NIRONIT is entitled to withdraw from the contract in whole or in part; any consideration already paid by the customer will be refunded immediately. Unavailability of service occurs, for example, in the event of untimely self-delivery by suppliers, when NIRONIT has concluded a congruent coverage transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if NIRONIT is not obliged to procure in individual cases.
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6.3 The occurrence of a delay in delivery is determined by the statutory provisions. In any case, however, a reminder from the customer is required. If NIRONIT is delayed in delivery, the customer can demand lump-sum compensation for the damage caused by the delay. The lump sum for each completed calendar week of delay amounts to 0.5% of the net price (delivery value), but in total no more than 5% of the delivery value of the goods delivered late. NIRONIT reserves the right to prove that the customer suffered no damage at all or only suffered significantly less damage than the above lump sum.
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6.4 The customer's rights under these terms and conditions and NIRONit's legal rights, in particular when the obligation to perform is excluded (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance) remain unaffected.
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6.5 The customer's obligations include the provision of the documentary evidence required for export deliveries and intra-community deliveries in the event of transport or dispatch by the customer (e.g. confirmation of arrival in the case of intra-community deliveries) and the required notification of a proper sales tax identification number from the customer in the case of an intra-community delivery.

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7 Delivery, transfer of risk, acceptance, delay in acceptance

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7.1 Delivery is made ex factory or warehouse, which is also the place of fulfilment for delivery and any subsequent performance. At the customer's request and expense, the goods will be shipped to another destination “free curb”, i.e. to the public curb closest to the delivery address, unless the shipping information states otherwise (shipping purchase).
If the customer has purchased several separately usable products in one order, NIRONIT is also entitled to ship these in several separate deliveries, with NIRONIT bearing the additional shipping costs caused as a result. However, if one of the ordered products is marked as out of stock in the online shop and the customer declares his request for advance delivery of the products in stock, he bears the resulting additional shipping costs. This does not limit the customer's legal rights with regard to timely and proper delivery.
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7.2 Unless otherwise agreed, NIRONIT is entitled to determine the type of shipment itself (in particular transport company, shipping route, packaging).
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7.3 Delivery is generally unpackaged. If the customer requires the delivery item to be packaged, NIRONIT will do so in accordance with its own experience and with its own usual care at the customer's expense. If the customer has given special instructions for the type of packaging or shipment, NIRONIT does not have to verify their suitability.
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7.4 If the goods are shipped in accordance with the agreements made with the customer without NIRONIT having taken on additional installation or assembly work, etc., NIRONIT only owes the timely, proper delivery of the goods to the transport company and is not responsible for delays caused by the transport company. A shipping time specified by NIRONIT (period between handover by NIRONIT to the transport company and delivery to the customer) is therefore non-binding.
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7.5 The risk of accidental loss and accidental deterioration of the goods is transferred to the customer at the latest upon delivery. However, when purchasing by mail order, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay is transferred as soon as the goods are delivered to the freight forwarder, the carrier or the person or institution otherwise designated to carry out the shipment. Insofar as acceptance has been agreed, this is decisive for the transfer of risk. In all other respects, the statutory provisions of work contract law apply mutatis mutandis to an agreed acceptance. Delivery or acceptance is equivalent if the customer is in default of acceptance, has provided an incorrect delivery address or an incorrect addressee, or if there are other circumstances that result in an unsuccessful delivery.
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7.6 The delivery item will only be insured against transport damage at the customer's request and expense.

7.7 If the customer is in default of acceptance, fails to cooperate or if delivery is delayed for other reasons for which the customer is responsible, NIRONIT is entitled to claim compensation for the resulting damage, including additional expenses (e.g. storage costs).
Evidence of higher damage and NIRONIT's legal claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected; however, the lump sum must be offset against further monetary claims. The customer is allowed to prove that NIRONIT suffered no damage at all or only significantly less damage than the above lump sum.
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7.8 If shipping is delayed due to circumstances for which the customer is responsible, the risk is transferred to the customer as soon as the readiness for shipment is notified.

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8 Prices and terms of payment

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8.1 Unless otherwise agreed in individual cases, the current prices at the time the contract is concluded apply, ex warehouse, without discount or other discount and plus packaging, freight and insurance as well as statutory value added tax, insofar as this applies.
An agreed cash discount or other discount only ever relates to the invoice value excluding packaging, freight and insurance and requires full settlement of all liabilities due by the customer at the time of the discount.
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8.2 When purchasing by mail order, the customer bears the transport costs ex warehouse and the costs of any transport insurance requested by the customer. Any duties, fees, taxes and other public charges are borne by the customer.
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8.3 The purchase price is due and payable without deduction within 10 working days from invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, NIRONIT is entitled at any time to make a delivery in whole or in part only against payment in advance. NIRONIT will declare a corresponding reservation at the latest with the order confirmation.
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8.4 The receipt of checks and duly taxed bills of exchange requires a separate agreement and is made exclusively for payment. Only redemption counts as payment.
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8.5 Upon expiry of the above payment period, the customer is in default. During the period of default, interest is payable on the purchase price at the applicable statutory default interest rate. NIRONIT reserves the right to claim further damage caused by default, in particular to collect the lump sum in accordance with Section 288 (5) BGB. The claim against merchants to the commercial due date interest (§ 353 HGB) remains unaffected.
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8.6 If, after conclusion of the contract, it becomes apparent (e.g. through an application to open insolvency proceedings) that NIRONIT's claim to the purchase price is jeopardized by the customer's lack of performance, NIRONIT is entitled to refuse performance and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB). In the case of contracts for the production of indefensible items (custom-made products), NIRONIT can immediately declare the withdrawal; the legal regulations on the dispensability to set a deadline remain unaffected.
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8.7 The invoice will be sent to the customer in text form (email). A paper invoice can be provided upon written customer request.

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9 Retention of title, offsetting, right of retention

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9.1 Until full payment of all current and future claims arising from the contract and an ongoing business relationship (secured claims), NIRONIT reserves title to the goods sold.
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9.2 Without prior written consent, the customer is not entitled to dispose of the goods delivered by NIRONIT and are still subject to retention of title (“reserved goods”). The decision on the customer's legal position with regard to the reserved goods (so-called entitlement right) remains admissible as long as the third party is informed of NIRONit's ownership right.
In particular, the customer must insure the reserved goods against fire and theft and at his expense. Insurance claims relating to the reserved goods are hereby assigned to NIRONIT in the amount of the insured value.
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9.3 The goods subject to retention of title may neither be pledged to third parties nor transferred as security before full payment of the secured claims. The customer must immediately notify NIRONIT in writing if an application for the opening of insolvency proceedings is filed or if third parties - in particular by bailiffs - have access to the goods belonging to NIRONIT.
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9.4 If the customer acts contrary to the contract, in particular if the purchase price due is not paid, NIRONIT is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The request for surrender does not at the same time include a declaration of withdrawal; rather, NIRONIT is entitled only to demand the return of the goods and reserve the right to withdraw. If the customer does not pay the purchase price due, NIRONIT may only assert these rights if NIRONIT has previously set the customer a reasonable deadline for payment without success or if such a deadline is dispensed with in accordance with statutory provisions.
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9.5 Until further notice, the customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition.
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9.5.1 The retention of title also extends to the products resulting from processing, mixing or combining the goods at their full value, with NIRONIT being considered the manufacturer. If, when processed, mixed or combined with third-party goods, their ownership rights remain, NIRONIT acquires joint ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title.
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9.5.2 The customer hereby assigns claims against third parties arising from the resale of the goods or the product as security to NIRONIT in full or in the amount of any co-ownership share in accordance with the previous paragraph. NIRONIT accepts the assignment. The customer's obligations set out in 9.3 also apply with regard to the assigned claims.
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9.5.3 In addition to NIRONIT, the customer remains authorized to collect the claim. NIRONIT undertakes not to collect the claim as long as the customer meets its payment obligations to NIRONIT, there is no shortcoming and NIRONIT does not assert the retention of title by exercising a right in accordance with 9.4. However, if this is the case, NIRONIT may demand that the customer disclose the assigned claims and their debtor NIRONIT, provide all information necessary for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. In this case, NIRONIT is also entitled to revoke the customer's right to further sell and process the goods subject to retention of title.
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9.5.4 If the realizable value of the securities exceeds the claims by more than 10%, NIRONIT will release securities of its choice at the customer's request.
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9.6 The offers with all attachments remain the property of NIRONIT. They may not be made available to third parties without express written permission and must be returned to NIRONIT upon request if a contract is not concluded.
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9.7 The customer is only entitled to offsetting or withholding rights to the extent that the claim is legally established or is undisputed. In the event of delivery defects, the customer's reciprocal rights remain unaffected.

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10 Customer claims for defects
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10.1 The customer's rights in the event of material and legal defects (including incorrect and underdelivery as well as improper assembly/installation or faulty instructions) are subject to the statutory provisions, unless otherwise specified below. In all cases, the customer's rights under separately issued guarantees, in particular on the part of the manufacturer, remain unaffected.
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10.2 The basis of liability for defects is in particular the agreement made on the quality and intended use of the goods (including accessories and instructions). A quality agreement in this sense is defined as all product descriptions and manufacturer information that are the subject of the individual contract or were made publicly known by NIRONIT (in particular in catalogues or on the Internet homepage) at the time the contract was concluded. Insofar as the nature has not been agreed upon, it must be assessed in accordance with the statutory provision whether a defect exists or not (Section 434 (3) BGB). Public statements made by the manufacturer or on his behalf, in particular in advertising or on the label of the goods, take precedence over statements made by other third parties.
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10.3 In the case of goods with digital elements or other digital content, NIRONIT is only obliged to provide and, if necessary, update the digital content to the extent that this is expressly stated in a quality agreement in accordance with 10.2. In this respect, NIRONIT assumes no liability for public statements made by the manufacturer and other third parties.
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10.4 NIRONIT is generally not liable for defects that the customer is aware of at the time of conclusion of the contract or is grossly negligent (§ 442 BGB). Furthermore, the customer's claims for defects require that he has complied with his statutory inspection and notification obligations (Sections 377, 381 HGB). Construction materials and other goods intended for installation or other further processing must in any case be examined immediately before processing. If a defect is discovered during delivery, inspection or at any later date, NIRONIT must be notified immediately in writing. Obvious defects and defects not apparent during the inspection must be reported in writing immediately after delivery from the time of discovery. If the customer fails to carry out a proper inspection and/or report of defects, liability on the part of NIRONIT for the defect not reported or not reported on time or improperly is excluded in accordance with the statutory provisions. In the case of goods intended for installation, installation or installation, this applies even if, as a result of the breach of one of these obligations, the defect only became apparent after appropriate processing; in this case, in particular, there is no claim by the customer for reimbursement of corresponding costs (“removal and installation costs”).

10.5 If the delivered item is defective, NIRONIT may initially choose whether to remedy the defect (repair) or deliver a defect-free item (replacement delivery). If the type of subsequent performance chosen by NIRONIT is unacceptable for the customer in individual cases, he may refuse it. The right to refuse subsequent performance under legal requirements remains unaffected.
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10.6 NIRONIT is entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to withhold a reasonable portion of the purchase price in relation to the defect.
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10.7 The customer must give NIRONIT the time and opportunity required for subsequent performance; in particular, the complained goods must be handed over to NIRONIT for inspection purposes. In the event of a replacement delivery, the customer must return the defective item at NIRONIT's request in accordance with the statutory provisions; however, the customer has no claim for return. The subsequent performance does not include the removal, removal or uninstallation of the defective item nor the installation, installation or installation of a defect-free item if NIRONIT was not originally obliged to provide these services; claims by the customer for reimbursement of corresponding costs (“removal and installation costs”) remain unaffected.
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10.8 The expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs as well as any removal and installation costs, shall be borne or reimbursed by NIRONIT in accordance with legal regulations and these terms and conditions if a defect actually exists. Otherwise, NIRONIT may demand reimbursement from the customer for the costs arising from the unjustified request for rectification of the defect if the customer knew or should have known that there was actually no defect.

10.9 In urgent cases, e.g. when operational safety is endangered or to prevent disproportionate damage, the customer has the right to remedy the defect himself and to demand reimbursement from NIRONIT for the expenses objectively necessary for this purpose. NIRONIT must be notified immediately, if possible in advance, of any such self-action. The right of self-intervention does not exist if NIRONIT would be entitled to refuse corresponding subsequent performance in accordance with legal requirements

10.10 If a reasonable period to be set by the customer for subsequent performance has expired without success or is dispensed with in accordance with statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the event of an insignificant defect.
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10.11 Customer claims for reimbursement of expenses in accordance with Section 445a (1) BGB are excluded, unless the last contract in the supply chain is a purchase of consumer goods (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c p. 2, 327 para. 5, 327u BGB). The customer's claims for compensation or reimbursement of futile expenses (Section 284 BGB) exist only in the event of defects in the goods in accordance with sections 11 and 12 below.
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10.12 In the case of contract work, NIRONIT provides warranty in accordance with Sections 634 et seq. of the German Civil Code.
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10.13 In principle, the place of subsequent performance is the registered office of NIRONIT. Contrary to this, subsequent performance may also be carried out at the place where the item is located.

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11 Other liability

11.1 Unless otherwise stated in these terms and conditions, including the following provisions, NIRONIT is liable in accordance with statutory provisions in the event of a breach of contractual and non-contractual obligations.
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11.2 NIRONIT is liable for damages - irrespective of the legal basis - as part of fault liability in the event of intent and gross negligence. In the event of simple negligence, subject to legal limitations of liability (e.g. due diligence in own affairs; minor breach of duty), NIRONIT is only liable
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a) for damage resulting from injury to life, limb or health,
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b) for damages resulting from the breach of an essential contractual obligation (obligation whose fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner regularly trusts and may rely); in this case, however, liability is limited to compensation for the foreseeable, typically occurring damage. Further compensation claims are excluded.

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11.3 The limitations of liability arising from 11.2 also apply vis-à-vis third parties and in the event of breaches of duty by persons (including in their favor) whose fault NIRONIT is responsible in accordance with statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been given for the quality of the goods and for claims made by the customer under the Product Liability Act.
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11.4 Due to a breach of duty that does not consist of a defect, the customer can only withdraw or cancel if NIRONIT is responsible for the breach of duty. The customer's free right of termination (in particular in accordance with Sections 650, 648 BGB) is excluded. In addition, the legal requirements and legal consequences apply.
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11.5 The customer is liable for all damage arising from the transfer of the documents listed in 9.6 as examples to third parties for which he is responsible.
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11.6 The above limitations of liability also apply in the event of fault by legal representatives or vicarious agents.

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12 Statute of limitations

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12.1 Notwithstanding Section 438 (1) No. 3 BGB or in the case of contract work in accordance with 10.12, the general limitation period for claims arising from material and legal defects is one year from delivery. Insofar as acceptance has been agreed, the limitation period begins with acceptance.
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12.2 If the goods are a building or an object that has been used for a building in accordance with its usual use and has caused its defectiveness (building material), the limitation period is 5 years from delivery (Section 438 (1) No. 2 BGB). Other special statutory statutes on statute of limitations (in particular Section 438 Paragraph 1 No. 1, Paragraph 3, Sections 444, 445b BGB) remain unaffected.
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12.3 The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would result in a shorter limitation period in individual cases. Compensation claims by the customer in accordance with 11.2. S. 1 and p. 2 (a) and under the Product Liability Act expire exclusively in accordance with the statutory limitation periods.

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13 Data protection

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13.1 NIRONIT may only process and store data relating to the respective contracts within the framework of applicable legal regulations.
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13.2 Personal data is collected, stored, processed and used by NIRONIT if and as long as this is necessary to carry out pre-contractual measures or to fulfill the respective contract. Further collection, storage, processing and use of personal data is only carried out if this is required or permitted by law or if the customer has given NIRONIT its express consent.
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13.3 NIRONIT is entitled to transfer personal data to third parties if and insofar as this is necessary to carry out pre-contractual measures and to fulfill this agreement (such as shipping companies, invoicing) or to fulfill a legal obligation.
For credit checks, NIRONIT can use information (e.g. a so-called score value) from external service providers to help make decisions and make the payment method dependent on this.
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13.4 Under legal requirements, customers have the right to request information from NIRONIT about the stored personal data concerning them. The same applies to the correction, blocking, restriction of processing and/or deletion or transmission of data to third parties.
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13.5 Personal data will be deleted at the latest when the legal retention period expires.
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13.6 The responsible body is NIRONIT Edelstahl GmbH & Co. KG, Am Oheber8, 21224 Rosengarten, e-mail to datenschutz (at) nironit.de.
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13.7 Further details can be found in the privacy policy available on the website at nironit.de/datenschutz.html.

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14 Confidentiality

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14.1 The customer must keep secret all business and trade secrets of NIRONIT that have become known to the customer as a result of the business relationship and make them available only to persons who are absolutely necessary for the execution of the respective contract, and only to the extent that they have also been required to maintain confidentiality in an appropriate manner beforehand. Excluded from this are business and trade secrets
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a) which were demonstrably already known to the customer at the time the contract was concluded or later became known by third parties without a breach of a confidentiality agreement, legal provision or official order,
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b) which was publicly known at the time the contract was concluded or was later made public, unless this was based on a breach of this contract, or
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c) which must be disclosed on the basis of a legal or court order. As far as possible, the supplier required to disclose is given NIRONIT the opportunity in advance to take legal action against the disclosure.
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14.2 In particular, the customer will not provide or make available drawings, samples, shapes and similar objects to unauthorised third parties.

14.3 This confidentiality obligation is valid for a period of five years even after termination of the contract, unless the information subject to confidentiality has become generally known - without violating this confidentiality agreement or a legal provision or official order.

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15 Advertisement

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Within the framework of legal requirements, NIRONIT allows itself to send informational emails and product recommendations for similar goods and services, unless the customer has objected to this. This also applies to product recommendations via the online shop. The personal data that NIRONIT processes to send informational emails will not be shared with third parties and will only be used to send informational emails. The legal basis for this is Art. 6 para. 1 lit. f) GDPR in conjunction with § 7 para. 3 UWG. The customer can object to receiving informational emails with the product recommendations provided by NIRONIT by email at any time and unsubscribe via the separate link directly at the end of each informational email. In addition, it is possible to unsubscribe or unsubscribe from further receipt of the informational e-mail by sending an e-mail to datenschutz (at) nironit.de.

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16 Final provisions

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16.1 These terms and conditions and the contractual relationship between NIRONIT and the customer are governed by the laws of the Federal Republic of Germany, excluding international uniform law, in particular the UN Sales Convention.
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16.2 If the customer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction - including international jurisdiction - for all disputes arising directly or indirectly from the contractual relationship is the registered office of NIRonit. The same applies if the customer is an entrepreneur within the meaning of § 14 BGB. However, in all cases, NIRONIT is also entitled to bring an action at the place of performance of the delivery obligation in accordance with these terms and conditions or a priority individual agreement or at the customer's general place of jurisdiction. Overriding statutory provisions, in particular on exclusive competencies, remain unaffected.
The place of fulfilment for deliveries from the factory is the supplier plant and for deliveries from warehouse, the warehouse. The place of performance for services to be provided under this contract other than delivery, in particular payment, is the registered office of NIRONIT.
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16.3 The contract language is German. Insofar as the contracting parties also use another language, the German wording shall prevail.
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16.4 The EU Commission has created an Internet platform for the online settlement of disputes. The platform serves as a point of contact for the out-of-court settlement of disputes relating to contractual obligations arising from online sales contracts. More information is available at the following link: http://ec.europa.eu/consumers/odr. NIRONIT is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.
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16.5 Should any provision of these terms and conditions be or become invalid, this shall not affect the effectiveness of the remaining provisions. The ineffective provision must be replaced by a provision that comes closest to its economic success.

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General purchasing conditions of NIRONIT Edelstahl GmbH & Co. KG

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1 Scope, form

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1.1 These General Purchasing Conditions (“AEB”) apply to all business relationships between NIRONIT Edelstahl GmbH & Co. KG (“NIRONIT”) and its business partners and suppliers (“sellers”).
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1.2 The AEB only apply if the seller is an entrepreneur in accordance with Section 14 BGB, a legal entity under public law or a special fund under public law.
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1.3 The AEB applies in particular to contracts for the sale and/or delivery of movable property (“goods”), regardless of whether the seller manufactures the goods himself or purchases them from third parties. Unless otherwise agreed, the AEB in the version valid at the time of conclusion of the contract - or in the version last notified in text form - shall also apply to future similar contracts without the need for further notice.
These general terms and conditions apply exclusively. Divergent, conflicting or supplementary terms and conditions of the seller become part of the contract only if and to the extent that NIRONIT has expressly agreed to their validity. In particular, silence on such deviating conditions does not constitute acknowledgment or consent, not even in the case of future contracts. This consent requirement applies in any case, for example even if the seller refers to his terms and conditions as part of the order and NIRONIT does not expressly object to this.

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1.4 Upon initial delivery to these terms and conditions, the seller also acknowledges their exclusive validity for all further orders.
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1.5 Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in the order confirmation have priority over the AEB.
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1.6 Differing agreements, additions or changes are only valid if confirmed in writing by NIRONIT. This also applies to the amendment of the written form clause.

1.7 Legally relevant declarations and notifications from the seller with regard to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing.
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1.8 Writing within the meaning of these General Terms and Conditions includes written and textual form (e.g. letter, e-mail, fax).
Insofar as written form is required in these General Terms and Conditions of Purchase, the text form and the application of the interpretative rule in accordance with Section 127 (2) BGB are excluded. The electronic form is the same as the written form.
Statutory formal requirements and further evidence, in particular in the event of doubts as to the legitimacy of the declarant, remain unaffected.
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1.9 References to the validity of legal regulations are for clarification only. Even without such clarification, the statutory provisions apply, unless they are directly amended or expressly excluded in these General Terms and Conditions.

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2 Offer, Conclusion of Contract, Confidentiality

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2.1 Orders from NIRONIT are only binding upon written submission or written confirmation.
The seller is obliged to report obvious errors - such as spelling or calculation errors - as well as incomplete information in the order or the associated documents to NIRONIT immediately before accepting the order. If no such notice is given, the contract is considered not concluded.

2.2 The seller must confirm the order in writing within a period of 14 days or accept it by delivering the ordered goods without reservation. Late acceptance is considered a new offer and requires express acceptance by NIRONIT.
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2.3 NIRONIT does not grant any remuneration for visits or for the preparation of offers, projects or other preliminary payments, unless otherwise expressly agreed in writing.
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2.4 The conclusion of the contract and all information about the business relationship must be kept confidential by the seller. The business relationship with NIRONIT may only be mentioned or used for advertising purposes — for example in advertising materials, reference lists or publications — with the prior written consent of NIRONIT.
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2.5 The seller undertakes to treat all undisclosed commercial and technical information that becomes known to him in the course of cooperation with NIRONIT confidentially as a trade secret. This obligation also applies beyond the duration of the contractual relationship. The seller must ensure that its employees, sub-suppliers and subcontractors are also required to maintain confidentiality in the same way.

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3 Dispatch

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3.1 The seller must comply with the shipping instructions of NIRONIT and the freight forwarder or carrier. NIRONIT's order and article numbers are stated in all shipping documents, letters and invoices.
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3.2 The costs of transport, including packaging, insurance and all other additional costs, are borne by the seller, unless otherwise expressly agreed.
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3.3 Transport to the place of fulfilment is at the seller's risk.

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4 Prices and terms of payment

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4.1 Agreed prices are maximum prices; price reductions in the period between ordering and payment of the invoice benefit NIRONIT.
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4.2 Invoices must be issued immediately after the goods have been shipped, including the order and article number. The sales tax must be shown separately.
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4.3 Payment is subject to proper delivery and accuracy of price and calculation. A discovery of a defect subject to warranty entitles NIRONIT to withhold payment until the warranty obligation has been fulfilled.
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4.4 Payment is made in the usual commercial way, either within 14 calendar days with a 3% discount or net after 30 calendar days, calculated after delivery/service and receipt of invoice.

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5 Sales tax

5.1 Any sales tax shown separately to NIRONIT on account of NIRONIT is not owed by NIRONIT, unless this is a value added tax owed by law (within the meaning of the Sales Tax Act or the Sales Tax Regulations).
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5.2 If NIRONIT only becomes apparent at a later stage that a separately shown sales tax was not legally owed (e.g. as a result of an incorrect or unjustified tax statement), the seller undertakes to compensate NIRONIT for the resulting tax loss, including any additional tax benefits.

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6 Delivery periods, delivery dates

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6.1 The delivery periods or dates specified in orders are binding and are understood to arrive at the place of fulfilment.
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6.2 If it is not possible to meet a deadline, NIRONIT must be notified immediately in writing, giving the reason and the expected duration of the delay.
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6.3 NIRONIT is entitled to refuse to accept goods that are not delivered on the delivery date specified in the order and to return them or store them with third parties at the seller's expense and risk.
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6.4 The seller is obliged to compensate NIRONIT for all direct and indirect damage caused by default, provided that he is responsible for their occurrence.
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6.5 The seller can only rely on the absence of necessary documents to be delivered by NIRONIT if these have been notified in writing by the seller and have not been made available to him within a reasonable period of time.
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6.6 A self-delivery reservation in favor of the seller is excluded.
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6.7 Force majeure releases the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. This applies even if such events occur during an existing delay. Force majeure is equivalent to sovereign measures, strikes and lockouts and other operational disruptions for which NIRONIT is not responsible, which significantly impede or make performance impossible. The contracting parties are obliged to provide the necessary information immediately, as far as is reasonable, and to adapt their obligations to the changed circumstances in good faith. NIRONIT is released from the obligation to accept the ordered delivery/service in whole or in part and is entitled to withdraw from the contract if the delivery/service is no longer usable by NIRONIT - taking into account economic aspects - due to the delay caused by force majeure or due to strikes or lockouts. NIRONIT and the seller are entitled to cancel if the event lasts longer than three months.
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6.8 In the event of early delivery, NIRONIT reserves the right to return the goods at the seller's expense. If no return is made in the event of early delivery, NIRONIT will store the goods until the delivery date at the seller's expense and risk. In the event of early delivery, NIRONIT reserves the right to make payment only on the agreed due date.
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6.9 NIRONIT will only accept partial deliveries by express agreement. In the case of agreed partial shipments, the remaining quantity must be listed.
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6.10 In the event that NIRONIT is unable or unable to fulfill obligations towards its own customers/customers due to delivery delays - of whatever nature and origin - or is unable to fulfill them in good time, the seller, insofar as he is responsible for the delay, releases NIRONIT against the customers/customers from any claims for compensation, reductions and all other legal disadvantages, in particular in the event of loss of profit or loss of production.

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7 Warranty

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7.1 The seller warrants that the goods comply with the submitted specifications, relevant standards, regulations and guidelines from authorities, professional associations and professional associations as well as the state of the art. If the seller has concerns about this desired type of design, o he must immediately inform NIRONIT in writing.
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7.2 If the purchase is a commercial transaction for NIRONIT and the seller, NIRONIT will notify the seller of defects in the goods immediately after their discovery, at the latest within five working days. This applies both with regard to obvious and hidden defects. In the event of a complaint, the seller may be charged the costs of the inspection.
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7.3 The values determined during the incoming goods inspection are binding for the dimensions, weights and quantities of a delivery.
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7.4 In the event of an agreed contractual penalty for delay in delivery, the claim for a contractual penalty remains even if it is not expressly asserted when the delivery is received. Further claims also remain valid without special reservation upon acceptance.
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7.5 The seller's warranty obligation is governed by statutory provisions, unless otherwise stated below.
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7.6 The warranty period is at least 24 months from delivery to the place of fulfilment. If the statutory warranty period is longer, it applies.
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7.7 In the event of defective delivery, the seller must, at NIRONIT's option, provide subsequent performance in the form of repair or subsequent delivery. In urgent cases, after consultation with the seller, NIRONIT is also entitled, at the seller's expense, to repair the defects itself or to have them carried out by a third party or to otherwise procure a replacement. The same applies if the seller defaults on fulfilling his warranty obligation. If, in accordance with the statistical inspection procedure specified in the order, it is determined that the maximum allowable percentage of the defect has been exceeded, NIRONIT is entitled to make claims for defects with regard to the entire delivery or to check the entire delivery at the seller's expense after prior consultation with the seller.

7.8 The seller is liable for replacement deliveries and repair work to the same extent as for the original delivery item, i.e. also for transport, travel and labor costs, without limitation thereto. The warranty period for replacement deliveries starts at the earliest on the day the replacement delivery arrives.
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7.9 As part of its obligation to pay compensation, the seller shall, upon first request, indemnify NIRONIT from all claims made by third parties due to defects, infringement of third-party property rights or product damage to its delivery due to its share of cause.

7.10 The seller is obliged to reimburse reasonable costs for a recall due to product liability law. NIRONIT will send the seller a message of comment as soon as possible beforehand. The seller guarantees the existence of appropriate product liability insurance.

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8 Retention of title

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NIRONIT only acknowledges any simple reservation of title to goods stored by the seller with it, unless NIRONIT has already become the owner of these goods through processing, combining or mixing. The assignment of claims by NIRONIT arising from the resale of these goods to the seller (so-called extended or extended retention of title) is excluded.

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9 Liability

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9.1 Unless otherwise provided in these General Terms and Conditions, NIRONIT is only liable for damages in the event of intent or gross negligence as well as in the event of a culpable breach of essential contractual obligations; liability for simple negligence is otherwise excluded. All contractual obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner may regularly rely, are essential. In the event of culpable breach of essential contractual obligations, NIRONIT is only liable for foreseeable damage typical of the contract, except in cases of intent or gross negligence.

9.2 The above limitations of liability do not apply in the event of injury to life, body and health. Claims under the Product Liability Act remain unaffected.
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9.3 The above limitations of liability apply even if the legal representatives or vicarious agents of NIRONIT are at fault.

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10 Set-off and assignment

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10.1 The seller is only entitled to set off undisputed or legally established claims. NIRONIT is entitled to offset all claims against the seller without any restriction.
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10.2 The assignment of claims against NIRONIT is only effective with the written consent of NIRONIT.

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11 Information and documents provided

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Drawings, drafts, samples, manufacturing instructions, internal company data, tools, equipment, etc., which NIRONIT has provided to the seller to submit an offer or to execute an order, remain the property of NIRONit. They may not be used, reproduced or made available to third parties for other purposes and must be kept with the care of an ordinary businessman. After completion of the order, they must be handed over to NIRONIT without request.

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12 Third party property rights

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The seller warrants that the rights of third parties do not preclude the intended use of the purchased goods, in particular that third-party property rights are not infringed. If NIRONIT is nevertheless claimed due to a possible infringement of third-party rights, such as copyright, patent and other property rights, the seller releases NIRONIT from this and from any related service. NIRONIT is entitled, at the seller's expense, to obtain permission from the beneficiary to use the relevant goods and services.

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13 Supplier recourse

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13.1 In addition to claims for defects, NIRONIT is fully entitled to statutory expenditure and recourse within a supply chain (supplier recourse in accordance with Sections 478, 445a, 445b and §§ 445c, 327 Paragraph 5, 327u BGB). In particular, NIRONIT is entitled to demand from the seller exactly the type of subsequent performance (repair or replacement delivery) that NIRONIT owes to its customer in individual cases; in the case of goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. This does not restrict the statutory right to vote (Section 439 (1) BGB).
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13.2 Before NIRONIT acknowledges or fulfills a claim for defects asserted by its customers (including reimbursement of expenses in accordance with Sections 445a para. 1, 439 para. 2, 6 p. 2, 475 para. 4 BGB), NIRONIT will notify the seller and ask for a written statement briefly explaining the facts. If a substantiated statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by NIRONIT is owed to the customer. In this case, the seller is responsible for proving the contrary.
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13.3 NIRONIT's claims arising from supplier recourse apply even if the defective goods have been combined with another product or further processed by NIRONIT, its customers or a third party, e.g. through installation, installation or installation.

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14 Producer liability

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14.1 If the seller is responsible for product damage, he must indemnify NIRONIT from third-party claims insofar as the cause is within his sphere of control and organization and he himself is liable in the external relationship.

14.2 As part of his indemnification obligation, the seller must reimburse expenses in accordance with Sections 683, 670 BGB arising from or in connection with a claim by third parties, including recalls carried out by NIRONIT. As far as possible and reasonable, NIRONIT will inform the seller of the content and scope of recall measures and give him the opportunity to comment. Further legal claims remain unaffected.

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15 Statute of limitations

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15.1 The mutual claims of the contracting parties expire in accordance with statutory provisions, unless otherwise provided below.

15.2 Notwithstanding Section 438 (1) No. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period begins with acceptance. The 3-year limitation period also applies mutatis mutandis to claims arising from legal defects, although the statutory limitation period for claims in rem by third parties (Section 438 (1) No. 1 BGB) remains unaffected; claims arising from legal defects shall in no case expire as long as the third party can still assert the right against NIRONIT, in particular due to lack of limitation.
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15.3 The limitation periods of sales law, including the above extension, apply - to the extent permitted by law - for all contractual claims for defects. Insofar as NIRONIT is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (Sections 195, 199 BGB) applies, unless the application of the limitation periods of sales law in individual cases results in a longer limitation period.

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16 Data protection

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16.1 NIRONIT may only process and store data relating to the respective contracts within the framework of applicable legal regulations.
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16.2 Personal data is collected, stored, processed and used by NIRONIT if and as long as this is necessary to carry out pre-contractual measures or to fulfill the respective contract. Further collection, storage, processing and use of personal data is only carried out if required or permitted by law or if the seller has given NIRONIT its express consent.
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16.3 NIRONIT is entitled to transfer personal data to third parties if and insofar as this is necessary to carry out pre-contractual measures and to fulfill this agreement (such as shipping companies, invoicing) or to fulfill a legal obligation. For credit checks, NIRONIT can use information (e.g. a so-called score value) from external service providers to help make decisions and make the payment method dependent on this.

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16.4 Under legal requirements, sellers have the right to request information from NIRONIT about the stored personal data concerning them. The same applies to the correction, blocking, restriction of processing and/or deletion or transmission of data to third parties.
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16.5 Personal data will be deleted at the latest when the legal retention period expires.
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16.6 The responsible body is NIRONIT Edelstahl GmbH & Co. KG, Am Oheber8, 21224 Rosengarten, e-mail to datenschutz (at) nironit.de.
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16.7 Further details can be found in the privacy policy available on the website at nironit.de/datenschutz.html.

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17 Confidentiality

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17.1 The seller must keep secret all business and trade secrets of NIRONIT that have become known to the seller as a result of the business relationship and make them available only to persons who are absolutely necessary for the execution of the respective contract, and only to the extent that they have also been required to maintain confidentiality in an appropriate manner beforehand. Excluded from this are such business and trade secrets
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a) which were demonstrably already known to the seller at the time the contract was concluded or later became known by third parties without violating a confidentiality agreement, legal provision or official order,
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b) which was publicly known at the time the contract was concluded or was later made public, unless this was based on a breach of this contract, or
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c) which must be disclosed on the basis of a legal or court order. As far as possible, the supplier required to disclose is given NIRONIT the opportunity in advance to take legal action against the disclosure.
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17.2 In particular, the seller will not provide or make available drawings, samples, shapes and similar objects to unauthorised third parties.
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17.3 This confidentiality obligation is valid for a period of five years even after termination of the contract, unless the information subject to confidentiality has become generally known - without violating this confidentiality agreement or a legal provision or official order.

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18 Final provisions

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18.1 The laws of the Federal Republic of Germany apply to these General Terms and Conditions and the contractual relationship between NIRONIT and the seller, to the exclusion of international uniform law, in particular the UN Sales Convention.
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18.2 If the seller is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction - including international jurisdiction - for all disputes arising directly or indirectly from the contractual relationship is the registered office of NIRonit. The same applies if the seller is an entrepreneur within the meaning of § 14 BGB. However, in all cases, NIRONIT is also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the seller's general place of jurisdiction. Overriding statutory provisions, in particular on exclusive competencies, remain unaffected.
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18.3 The place of fulfilment for deliveries from the factory is the supplier plant and for deliveries from warehouse, the warehouse. The place of performance for services to be provided under this contract other than delivery, in particular payment, is the registered office of NIRONIT.
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18.4 The contract language is German. Insofar as the contracting parties also use another language, the German wording shall prevail.

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18.5 The EU Commission has created an Internet platform for the online settlement of disputes. The platform serves as a point of contact for the out-of-court settlement of disputes involving contractual obligations arising from online sales contracts. More information is available at the following link: http://ec.europa.eu/consumers/odr. NIRONIT is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.
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18.6 Should any provision of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. The ineffective provision must be replaced by a provision that comes closest to its economic success.