I. Validity of Provisions

• These General Terms and Conditions of Sale of the company Rudolf Pack GmbH & Co KG, Gummersbach (hereinafter also referred to as "PACKLITZWIRE") apply to all contracts with domestic and foreign purchasers (hereinafter also referred to as "Purchaser").
• These General Terms and Conditions of Sale apply exclusively and also to all future transactions.
• Deviating, conflicting, or supplementary General Terms and Conditions of the Purchaser shall only become part of the contract if and to the extent that PACKLITZWIRE has expressly agreed to their validity.
• This requirement of consent applies in any case, for example, even if PACKLITZWIRE performs the delivery to the Purchaser without reservation while being aware of the Purchaser's terms and conditions.
• Legally relevant declarations and notifications by the Purchaser in relation to the contract (e.g., setting of deadlines, notice of defects, withdrawal, or reduction) must be made in writing, i.e., in written or text form (e.g., letter, email, fax).
• Statutory formal requirements and further evidence, especially in case of doubts about the legitimacy of the declarant, remain unaffected.
• References to the validity of statutory provisions are for clarification purposes only.
• Even without such clarification, statutory provisions shall therefore apply unless they are directly modified or expressly excluded in these General Terms and Conditions of Sale.
• These General Terms and Conditions of Sale do not apply if the Purchaser is a consumer within the meaning of § 13 BGB (German Civil Code).

II. Conclusion of Contract

• Offers from PACKLITZWIRE are subject to change and non-binding, but are to be understood as an invitation to the Purchaser to make a purchase offer to PACKLITZWIRE.
• The contract is concluded by the Purchaser's order (offer) and the acceptance (order confirmation) by PACKLITZWIRE.
• If the acceptance deviates from the order, this shall be deemed a new non-binding offer from PACKLITZWIRE.

III. Delivery Period, Delay in Delivery

• The delivery period is agreed upon individually or specified by PACKLITZWIRE in the order confirmation.
• If this is not the case, the delivery period is four (4) weeks from the conclusion of the contract.
• The occurrence of a delay in delivery is determined according to statutory regulations.
• In any case, however, a reminder by the Purchaser is required.
• In the event of a delay in delivery, the Purchaser may only withdraw from the contract within the scope of statutory provisions if PACKLITZWIRE is responsible for the delay in delivery.
• A change in the burden of proof to the detriment of the Purchaser is not associated with the aforementioned provisions.
• At the request of PACKLITZWIRE, the Purchaser is obliged to declare within a reasonable period whether they wish to withdraw from the contract due to the delay in delivery or adhere to it.
• If shipping or delivery is delayed at the request of the Purchaser and PACKLITZWIRE incurs costs as a result, the Purchaser may be charged storage fees for each started month in the amount of 0.5% of the price of the items delivered, up to a maximum total of 5%.
• The contracting parties remain free to provide evidence of higher or lower storage costs.
• The Purchaser's rights under Section IX of these General Terms and Conditions of Sale remain unaffected.
• Statutory regulations regarding the exclusion of the performance obligation (e.g., due to impossibility or unreasonableness of performance and/or supplementary performance) also remain unaffected.

IV. Delivery, Transfer of Risk, Acceptance

• The place of performance for delivery and any supplementary performance is PACKLITZWIRE's place of business.
• At the request and expense of the Purchaser, the goods will be shipped to another destination (sale by delivery to a place other than the place of performance).
• Unless otherwise agreed, PACKLITZWIRE is entitled to determine the type of shipment (in particular, the transport company, shipping route, packaging) itself.
• The risk of accidental loss and accidental deterioration passes to the Purchaser at the latest upon handover.
• In the case of a sale by delivery to a place other than the place of performance, this risk (even for freight-free delivery) passes upon delivery of the goods to the forwarding agent, the carrier, or the person or institution otherwise designated to carry out the shipment.
• At the request and expense of the Purchaser, the delivery will be insured by PACKLITZWIRE against standard transport risks.
• If shipping or handover is delayed for reasons for which the Purchaser is responsible, or if the Purchaser is in default of acceptance for other reasons, the risk of accidental loss and accidental deterioration also passes to the Purchaser.
• In the event of default of acceptance or an agreed but missing call-off of the goods by the Purchaser, PACKLITZWIRE is entitled, after the unsuccessful expiry of a reasonable grace period set by PACKLITZWIRE, to demand flat-rate damages in the amount of 15% of the respective delivery value without proof.
• The proof of higher or lower damage and PACKLITZWIRE's statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected;
• however, the flat rate is to be credited against further monetary claims.

V. Prices and Payment Terms

• The valid prices for the agreed service result from the offer. Prices are strictly ex works plus packaging and spool costs and the applicable statutory value-added tax. Prices are considered hollow prices.
• As the copper price—subject to coverage—the DEL note (upper) from the day of invoicing plus 2% reference costs as well as plus 6.5% processing surcharge applies. Freight/shipping, insurance, and customs costs are also not included.
• In addition to the price for the agreed service, the Purchaser will pay PACKLITZWIRE the deposit amount shown in the invoice for the provision of containers and spools (price for the agreed service and deposit amount together being the "Purchase Price").
• Unless otherwise stated in the order confirmation, the purchase price is due and payable within fourteen (14) days from invoicing and delivery or acceptance of the goods. However, PACKLITZWIRE is entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against prepayment.
• A corresponding reservation must be declared at the latest with the order confirmation.
• Prices are strictly ex works plus PACKLITZWIRE's usual packaging costs and the applicable statutory value-added tax.
• Freight/shipping, insurance, and customs costs are not included.
• Payments must be transferred in EURO without deduction and free of charge to one of the bank accounts designated by PACKLITZWIRE.
• Cash discount promises must be shown in the written order confirmation from PACKLITZWIRE in each individual case and apply only on the condition of timely and full payment of all claims of PACKLITZWIRE against the Purchaser.
• Cash discounts are to be applied exclusively to the amount remaining for the Purchaser to pay, potentially reduced by credit notes.
• Upon expiry of the aforementioned payment period, the Purchaser is in default. The purchase price is to be subject to interest during the default at the applicable statutory default interest rate.
• PACKLITZWIRE reserves the right to assert further default damages. Towards merchants, the claim to the commercial maturity interest remains unaffected.
• If it becomes apparent after the conclusion of the contract (e.g., through an application for the opening of insolvency proceedings) that the claim to payment of the purchase price is endangered by the Purchaser's lack of solvency, PACKLITZWIRE is entitled to refuse performance according to statutory regulations and—if necessary after setting a deadline—to withdraw from the contract (§ 321 BGB).
• In the case of contracts for the manufacture of non-fungible items (custom-made products), PACKLITZWIRE may declare withdrawal immediately;
• the statutory regulations regarding the dispensability of setting a deadline remain unaffected.

VI. Retention of Title

• The products of the deliveries remain the property of PACKLITZWIRE until all claims to which it is entitled against the Purchaser from the business relationship have been fulfilled.
• To the extent that the value of all security rights to which PACKLITZWIRE is entitled exceeds the amount of all secured claims by more than 10%, PACKLITZWIRE will release a corresponding part of the security rights at the Purchaser's request;
• PACKLITZWIRE is entitled to choose between different security rights for the release.
• In the event of breaches of duty by the Purchaser, in particular non-payment of the purchase price, PACKLITZWIRE is entitled to withdraw from the contract after the unsuccessful expiry of a reasonable period for performance set for the Purchaser;
• the statutory provisions regarding the dispensability of setting a deadline remain unaffected. The Purchaser is obliged to surrender the items.
• The assertion of the retention of title or the seizure of the reserved goods by PACKLITZWIRE does not constitute a withdrawal from the contract unless PACKLITZWIRE has expressly declared this.
• Until revoked, the Purchaser is authorized to resell and/or process, mix, or combine the goods subject to retention of title in the ordinary course of business.
• In this case, the following applies:
• If the Purchaser resells reserved goods, they hereby assign their future claims from the resale against their customers, including all ancillary rights, to PACKLITZWIRE.
• If the reserved goods are resold together with other items without an individual price being agreed for the reserved goods, the Purchaser assigns that part of the total price claim to PACKLITZWIRE that corresponds to the price of the reserved goods invoiced by PACKLITZWIRE.
• In both cases, PACKLITZWIRE accepts the assignment.
• Processing, mixing, or combining of goods subject to retention of title is carried out for PACKLITZWIRE.
• The Purchaser shall store the resulting new item for PACKLITZWIRE with the care of a prudent businessman.
• PACKLITZWIRE is entitled to co-ownership of the new item in the amount of the portion resulting from the ratio of the value of the processed, combined, or mixed reserved goods to the value of the remaining goods at the time of processing, combining, or mixing.
• The new item shall be deemed reserved goods in this respect.
• The Purchaser remains authorized to collect assigned claims from resale alongside PACKLITZWIRE.
• If there is an important reason, in particular in the event of default in payment, suspension of payments, opening of insolvency proceedings, or justified indications of over-indebtedness or imminent insolvency of the Purchaser, PACKLITZWIRE may, after prior warning and observance of a reasonable period, disclose the security assignment, utilize the assigned claims, and demand the disclosure of the security assignment by the Purchaser to the customer.
• Furthermore, in this case, PACKLITZWIRE is entitled to revoke the Purchaser's authorization for the further sale and processing of the goods subject to retention of title.
• In the event of seizures, confiscations, or other dispositions or interventions by third parties, the Purchaser must notify PACKLITZWIRE immediately.
• Upon demonstration of a justified interest, the Purchaser must immediately provide PACKLITZWIRE with the information required to assert its rights against the Purchaser and hand over the necessary documents.

VII. Ownership of Containers and Spools

• Containers and spools delivered with the goods for which a deposit is charged in the invoice (Section IX Para. 1) remain the property of PACKLITZWIRE and are only provided to the Purchaser temporarily.
• The containers and spools must be handed over to PACKLITZWIRE after being emptied.
• If the containers and spools are returned to PACKLITZWIRE within 6 months after delivery and in perfect condition, PACKLITZWIRE will credit the Purchaser with 90% of the deposit amount.
• Perfect condition in this context means that the deposit items are used and stored appropriately.
• This includes protection against dirt, moisture, high temperatures, and direct UV radiation.

VIII. Claims for Defects and Purchaser's Duty to Inspect

• The statutory provisions apply to the Purchaser's rights in the event of material and legal defects, unless otherwise specified below.
• Claims from supplier recourse are excluded if the defective goods were further processed by the Purchaser or another entrepreneur, e.g., by installation into another product.
• The basis for liability for defects is, above all, the agreement reached on the quality of the goods.
• All product descriptions that are the subject of the individual contract or have been made public by PACKLITZWIRE (in particular in catalogs or on our website) are considered an agreement on the quality of the goods.
• If the quality has not been agreed upon, it must be assessed according to the statutory regulation whether a defect exists or not (§ 434 para. 1 sentence 2 and 3 BGB).
• Guarantees or assurances only exist if they are specifically designated as such in the written order confirmation.
• In particular, catchphrase-like designations, references to generally recognized standards, the use of goods or quality marks, or the presentation of patterns or samples do not in themselves constitute the assumption of a guarantee or assurance.
• Partial deliveries are permissible to the extent they are reasonable for the Purchaser. Excess or short deliveries of up to 10% of the ordered delivery volume are permissible and do not constitute a material defect.
• The Purchaser undertakes to inspect the delivery for defects immediately, at the latest before further processing, and if a defect appears, to notify the supplier immediately.
• This does not apply to hidden defects that cannot be discovered during an incoming inspection.
• The Purchaser has 4 months to discover hidden defects and report them immediately; otherwise, the delivery is deemed approved.
• If the Purchaser fails to carry out the proper inspection and/or notice of defects, PACKLITZWIRE's liability for the defect not or not timely or not properly reported is excluded. PACKLITZWIRE expressly does not waive the objection of delayed notice of defects according to § 377 HGB (German Commercial Code).
• If the delivered item is defective, PACKLITZWIRE has the right to choose whether supplementary performance is provided by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery).
• The right to refuse supplementary performance under statutory conditions remains unaffected.
• PACKLITZWIRE is entitled to make the owed supplementary performance dependent on the Purchaser paying the due purchase price.
• However, the Purchaser is entitled to retain a part of the purchase price appropriate in relation to the defect.
• PACKLITZWIRE must be given the opportunity for rectification or supplementary performance within a reasonable period.
• In particular, the complained goods must be handed over for inspection purposes. In the case of replacement delivery, the Purchaser must return the defective item according to statutory regulations.
• Supplementary performance includes neither the removal of the defective item nor the re-installation if PACKLITZWIRE was not originally obliged to perform the installation.
• If the supplementary performance has failed or a reasonable period to be set by the Purchaser for supplementary performance has expired unsuccessfully or is dispensable according to statutory regulations, the Purchaser may withdraw from the purchase contract or reduce the purchase price.
• However, in the case of an insignificant defect, there is no right of withdrawal.
• Claims of the Purchaser for damages or compensation for wasted expenses also exist in the case of defects only in accordance with Section IX and are otherwise excluded.

IX. Other Liability

• PACKLITZWIRE is liable for damages—regardless of the legal reason—within the scope of fault-based liability in cases of intent and gross negligence.
• In the case of simple negligence, PACKLITZWIRE is liable, subject to a milder standard of liability according to statutory regulations (e.g., for care in its own affairs), only
• a) for damages resulting from injury to life, body, or health; and
• b) for damages resulting from the non-negligible breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely);
• in this case, however, liability is limited to the compensation of the foreseeable, typically occurring damage (so-called "cardinal duties").
• Due to a breach of duty that does not consist of a defect, the Purchaser can only withdraw or terminate if PACKLITZWIRE is responsible for the breach of duty.
• Otherwise, the statutory requirements and legal consequences apply.

X. Force Majeure

• Should events or circumstances whose occurrence lies outside the sphere of influence of PACKLITZWIRE (such as natural events, war, labor disputes, raw material and energy shortages, traffic and operational disruptions, fire and explosion damage, acts of government) affect the availability of the goods to be delivered under this contract such that PACKLITZWIRE cannot fulfill its contractual obligations (taking into account other delivery obligations on a pro-rata basis), PACKLITZWIRE is (i) released from its contractual obligations for the duration of the disruption and to the extent of its effects and (ii) not obliged to procure the goods from third parties.
• Sentence 1 also applies insofar as the events and circumstances make the execution of the affected transaction sustainably uneconomical for PACKLITZWIRE or are present at PACKLITZWIRE's suppliers.
• If these events last longer than three (3) months, PACKLITZWIRE is entitled to withdraw from the contract.

XI. Set-off

• The Purchaser can only set off against claims of PACKLITZWIRE with an undisputed or legally established counter-claim.

XII. Limitation Period

• Claims resulting from material or legal defects expire, deviating from § 438 para. 1 no. 3, in twelve (12) months from delivery.
• This period does not apply if the law mandatory prescribes longer periods.
• Statutory regulations regarding suspension of expiry, suspension, and restart of periods remain unaffected.
• The aforementioned limitation periods also apply to contractual and non-contractual claims for damages of the Purchaser based on a defect in the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.
• However, claims for damages of the Purchaser according to Section IX para. 1 sentence 1, sentence 2a) as well as according to the Product Liability Act expire exclusively according to statutory regulations.

XIII. Place of Payment

• Regardless of the place of handover of the goods, the place of performance for the Purchaser's payment obligation is the registered office of PACKLITZWIRE.

XIV. Final Provisions

• For the contractual and non-contractual legal relationships with the Purchaser, German law and the customs applicable in Germany apply exclusively, to the exclusion of international uniform law, in particular the UN Sales Convention (CISG).
• If the Purchaser is a merchant, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Gummersbach.
• However, PACKLITZWIRE is also entitled to sue at the Purchaser's registered office.
• To the extent that the contract or these General Terms and Conditions of Sale contain regulatory gaps, those legally effective regulations shall be deemed agreed to fill these gaps which the contracting parties would have agreed upon according to the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale if they had known of the regulatory gap.
• If these General Terms and Conditions of Sale are made known to the Purchaser in a language other than the language in which the contract is concluded (contract language), this is done only to facilitate understanding.
• In the event of differences in interpretation, the text written in the contract language shall apply.

Version: 10/2018