General terms and conditions of sale

1. Scope of application
These general terms and conditions of sale (GTC) apply when used in business transactions with entrepreneurs, legal entities under public law or special funds under public law.

2. Exclusive validity of these GTC
These GTC of Otto Eichhoff GmbH & Co. KG (hereinafter only: Otto Eichhoff) apply exclusively. The customer’s terms and conditions only apply to the extent that Otto Eichhoff has expressly agreed to them in writing.

3. Reservation of self-supply
Otto Eichhoff is entitled to withdraw from the contract if Otto Eichhoff does not receive the delivery item despite the prior conclusion of a purchase contract; Otto Eichhoff’s responsibility for intent or negligence remains unaffected in accordance with clauses 7-9 of these terms and conditions. Otto Eichhoff will inform the customer immediately about the non-availability of the delivery item in good time and, if it wishes to withdraw, will exercise the right of withdrawal immediately; Otto Eichhoff will reimburse the customer immediately in the event of withdrawal.

4. Delivery time
The delivery time specified in the order confirmation is decisive.

5. Prices
(1) The prices apply in accordance with the agreements between the parties in the contract.
(2) If the relevant cost factors change significantly after the order confirmation but before delivery, Otto Eichhoff and the customer will agree on an adjustment of the prices.

6. Packaging and shipping
(1) Unless otherwise agreed in the contracts, Otto Eichhoff will select the packaging, shipping method and shipping route itself.
(2) The place of performance is the location of Otto Eichhoff’s registered office. If the customer requests the goods to be sent, the customer will bear the costs of shipping from the handover by Otto Eichhoff to the transport person. In this case, the risk is transferred to the customer as soon as Otto Eichhoff has handed over the item to the transport person.
(3) At the written request of the customer, the goods will be insured at his expense against risks to be specified by the customer.

7. Exclusion of liability
(1) Otto Eichhoff is liable in cases of intent or gross negligence on the part of Otto Eichhoff or a representative or vicarious agent, as well as in the event of culpable injury to life, limb or health in accordance with the statutory provisions. In all other respects, Otto Eichhoff is only liable in accordance with the Product Liability Act, for culpable breach of essential contractual obligations or to the extent that Otto Eichhoff has fraudulently concealed the defect or has provided a guarantee for the quality of the delivery item. However, the claim for damages for culpable breach of essential contractual obligations is limited to the contractually typical, foreseeable damage, unless another of the cases listed in sentences 1 or 2 exists at the same time.
(2) The provisions of the above paragraph 1 apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), regardless of the legal basis, in particular due to defects, breach of obligations arising from the contractual relationship or from tort. They also apply to the claim for reimbursement of futile expenses. However, liability for default is determined in accordance with No. 8 of these terms and conditions, and liability for impossibility in accordance with No. 9 of these terms and conditions.
(3) The above provisions do not involve a change in the burden of proof to the detriment of the customer.

8. Limitation of liability in the event of default by Otto Eichhoff
(1) If the failure to meet deadlines is due to force majeure, e.g. mobilization, war, riot, a global pandemic or similar events for which Otto Eichhoff is not responsible, e.g. strike or lockout, the deadlines will be extended by the period during which the aforementioned event or its effects last.
(2) Otto Eichhoff is liable in the event of default in performance in cases of intent or gross negligence on the part of Otto Eichhoff or a representative or vicarious agent, as well as in the event of culpable injury to life, limb or health in accordance with the statutory provisions. In other cases of default, Otto Eichhoff’s liability for damages in addition to performance is limited to the contractually typical, foreseeable damage and for damages in lieu of performance (including reimbursement of futile expenses) to the contractually typical, foreseeable damage. Further claims of the customer are excluded – even after expiry of a deadline for performance set by Otto Eichhoff. The restriction does not apply in the event of culpable breach of essential contractual obligations. However, the claim for damages for culpable breach of essential contractual obligations is limited to the contractually typical, foreseeable damage, unless another case according to sentence 1 of this paragraph (2) exists at the same time.

9. Limitation of Otto Eichhoff’s liability in the event of impossibility
If delivery is impossible, Otto Eichhoff is liable in cases of intent or gross negligence on the part of Otto Eichhoff or a representative or vicarious agent of Otto Eichhoff, as well as in the event of culpable injury to life, limb or health in accordance with the statutory provisions. In other cases of impossibility, the customer’s claim for damages in addition to and/or in lieu of performance, including reimbursement of futile expenses, is limited to the contractually typical, foreseeable damage. Further claims of the customer due to impossibility of delivery are excluded – even after expiry of a deadline for performance set by Otto Eichhoff. The restriction does not apply in the event of culpable breach of essential contractual obligations. However, the claim for damages for culpable breach of essential contractual obligations is limited to the contractually typical, foreseeable damage, unless another case according to sentence 1 exists at the same time.

10. Customer’s warranty claims for defects
(1) Unless otherwise specified, the customer’s warranty claims for defects are determined in accordance with the statutory provisions.
(2) The customer is not entitled to warranty claims for defects in the event of only insignificant deviations from the agreed quality or in the event of only insignificant impairment of usability.

11. Customer’s obligation to give notice of defects
(1) The customer is obliged to report obvious defects to Otto Eichhoff within 3 working days of receipt of the goods; to meet the deadline, it is sufficient to send the notification within the deadline. Defects that occur later must be reported immediately, within 3 working days of discovery of the defect that occurred later. The defects must be described in writing and in as much detail as possible for the customer.
(2) If the customer reports a defect that, according to Otto Eichhoff’s inspection, does not exist, and the customer was aware of the non-existence of the defect when reporting it or was mistaken about this due to negligence, the customer must compensate Otto Eichhoff for the damage incurred. The customer is entitled to prove that the reported defect does exist.
(3) Within the scope of the above provisions, Otto Eichhoff is in particular entitled to demand reimbursement from the customer for the expenses incurred by Otto Eichhoff, for example for the inspection of the item or the repair requested by the customer.

12. Retention of title
(1) The delivery item remains the property of Otto Eichhoff until all claims to which Otto Eichhoff is entitled from the business relationship have been fulfilled.
(2) The customer is permitted to process or modify the delivery item (“processing”). The processing takes place for Otto Eichhoff. However, if the value of the delivery item belonging to Otto Eichhoff is less than the value of the goods not belonging to Otto Eichhoff, Otto Eichhoff acquires co-ownership of the new goods in the ratio of the value (gross invoice value) of the processed delivery item to the value of the other processed goods at the time of processing. If Otto Eichhoff does not acquire ownership of the new goods according to the above, Otto Eichhoff and the customer agree that the customer grants Otto Eichhoff co-ownership of the new goods in the ratio of the value (gross invoice value) of the delivery item belonging to Otto Eichhoff to that of the other processed goods at the time of processing. The above sentence applies accordingly in the event of inseparable mixing or connection of the delivery item with goods not belonging to Otto Eichhoff. If Otto Eichhoff acquires ownership or co-ownership in accordance with this clause (retention of title), the customer will store them for Otto Eichhoff with the diligence of a prudent businessman.
(3) In the event of the sale of the delivery item or the new goods, the customer hereby assigns to Otto Eichhoff as security his claim from the resale against his customer with all ancillary rights, without the need for any further special declarations. The assignment applies including any balance claims. However, the assignment only applies to the amount that corresponds to the price of the delivery item invoiced by Otto Eichhoff. The portion of the claim assigned to Otto Eichhoff must be satisfied with priority.
(4) If the customer connects the delivery item or the new goods with land, he also assigns his claim, which he is entitled to as compensation for the connection, in the amount of the price of the delivery item invoiced by Otto Eichhoff, without the need for further special declarations.
(5) Until revoked, the customer is authorized to collect the claims assigned to Otto Eichhoff in accordance with this clause (retention of title). The customer will immediately forward payments made on the assigned claims to Otto Eichhoff up to the amount of the secured claim. If there are legitimate interests, in particular in the event of default in payment, suspension of payments, opening of insolvency proceedings, protest of bills of exchange or reasonable grounds for over-indebtedness or impending insolvency of the customer, Otto Eichhoff is entitled to revoke the customer’s collection authorization. In addition, Otto Eichhoff can disclose the assignment for security after prior warning while observing a reasonable deadline, utilize the assigned claims and demand disclosure of the assignment for security by the customer to the customers.
(6) If a legitimate interest is substantiated, the customer must provide Otto Eichhoff with the information required to assert Otto Eichhoff’s rights against the customers and hand over the necessary documents.
(7) During the existence of the retention of title, the customer is prohibited from pledging or assigning ownership as security. In the event of seizures, confiscation or other dispositions or interventions by third parties, the customer must notify Otto Eichhoff immediately. The resale of the delivery item or the new goods is only permitted to resellers in the ordinary course of business and only under the conditions that the payment of the value of the delivery item is made to the customer. The customer must also agree with the customer that the customer only acquires ownership with this payment from the customer.
(8) If the realizable value of all security rights to which Otto Eichhoff is entitled exceeds the amount of all secured claims by more than 10%, Otto Eichhoff will release a corresponding part of the security rights at the request of the customer. It is assumed that the requirements of the above sentence are met if the estimated value of the securities to which Otto Eichhoff is entitled reaches or exceeds 150% of the value of the secured claims. Otto Eichhoff has the choice between different security rights when releasing them.
(9) In the event of breaches of duty by the customer, in particular in the event of default in payment, Otto Eichhoff is entitled, even without setting a deadline, to demand the return of the delivery item or the new goods and to withdraw from the contract; the customer is obliged to return the goods. The request for return of the delivery item or the new goods does not constitute a declaration of withdrawal by Otto Eichhoff, unless this is expressly stated.

13. Choice of law and place of jurisdiction
(1) The legal relations between the parties are governed by German law, excluding the reference norms of international private law and excluding the UN Convention on Contracts for the International Sale of Goods.
(2) In the event of all disputes arising from the contractual relationship, the action must be brought before the court with subject-matter jurisdiction that is responsible at the registered office of Otto Eichhoff GmbH & Co. KG. Otto Eichhoff is also entitled to sue at the customer’s headquarters.
(3) The authentic contractual language is German.

14. Prohibition of assignment and set-off
(1) The customer may only assign claims from this contract with the consent of Otto Eichhoff.
(2) The customer can only set off claims against Otto Eichhoff that are undisputed or have been legally established.

15. Final provisions
(1) The contracting parties will immediately confirm oral agreements in detail in writing.
(2) Should individual parts of these terms and conditions of sale be or become invalid, this will not affect the validity and enforceability of the remaining provisions. The supplier undertakes to agree with Otto Eichhoff on a replacement provision that is effective, enforceable and suitable for the purpose of the order and to protect the mutual interests. § 139 BGB does not apply.

Lüdenscheid, September 2023