General Terms and Conditions of Business and Purchase

I. Scope of these General Terms and Conditions

1. These General Terms and Conditions apply exclusively to companies within the meaning of Sections 310 (1) and 14 of the German Civil Code (BGB).
2. These General Terms and Conditions apply exclusively. Conflicting or deviating terms and conditions will not be recognized by us unless we have expressly agreed to their validity in writing. These General Terms and Conditions will also apply if we provide the service without reservation in the knowledge that the Customer's terms and conditions conflict with or deviate from these terms and conditions.

1. A contract only comes into effect with our written order confirmation or with delivery of the agreed services. However, we are obliged to inform you in writing without delay if the order is rejected.
2. Our quotations are subject to change. A quotation is binding on the Customer for a maximum of two weeks.
3. Only those agreements that have been recorded in writing are valid.
4. Conventional contractual clauses referring to the type of sale (e.g. CIF, FOB, CIP, etc.) will be interpreted in accordance with the Incoterms of the International Chamber of Commerce/Paris valid at the time of conclusion of the contract.

1. The prices are understood to be the value of the goods or services without discounts and other reductions, excluding loading, packaging, freight, transportation, any insurance to be taken out on the basis of special agreements and excluding VAT.
2. Payments are to be made in EUR. Payment is due when the invoice or other billing document is handed over or sent.
3. Payment terms (unless otherwise agreed): Payment must be made within 14 days of the due date without deduction.
4. The default interest rate is 9 percentage points above the respective base interest rate. The assertion of further damages is not excluded, in particular we can assert a higher default interest charge if we can prove it.
5. Money orders, checks and bills of exchange will only be accepted on account of performance and all discount and collection charges will be charged.

1. The Customer may only offset against our receivables if their counterclaim has been legally established, is undisputed, is reciprocal to our receivable in accordance with Section 320 BGB (German Civil Code) or is recognized by us.
2. The Customer is only entitled to a right of retention with undisputed or legally established counterclaims from the same legal relationship and if the counterclaim is in a reciprocal relationship with our receivable in accordance with Section 320 BGB.

1. We are entitled to partial performance and partial deliveries to a reasonable extent.
2. The start of the delivery period specified by us assumes that all technical questions have been clarified.
3. Compliance with our delivery obligation also requires the timely and proper fulfillment of the Customer’s obligation. The right to object to non-fulfillment of the contract remains reserved.
4. If the Customer is in default of acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims or rights are reserved.
5. Insofar as the requirements of Section V.4. are met, the risk of accidental loss or accidental deterioration of the purchased item will pass to the Customer at the point in time at which the Customer is in default of acceptance or debtor's delay.
6. Delivery dates or delivery periods, which can be agreed as binding or non-binding, must be stated in writing. Delivery periods start with the conclusion of the contract. If subsequent changes to the contract are agreed, a delivery date or a delivery period must be re-agreed at the same time if necessary.
7. The delivery period is met if the purchased item has left our premises or the notification of readiness for dispatch has been sent by the expiry of the delivery period.
8. Three weeks after exceeding a non-binding delivery date or a non-binding delivery period, the Customer may request in writing that we deliver within a reasonable period of time. Only with this reminder will we be in default. This will not apply if the above grace period is unreasonably long; the reasonably long grace period will then apply.

If, for reasons for which we are not responsible, we do not receive deliveries or services from our subcontractors for the provision of our contractual delivery or service despite proper and sufficient coverage prior to the conclusion of the contract with the Customer in accordance with the quantity and quality from our delivery or service agreement with the Customer, or if force majeure events occur, we shall inform our Customer in good time in writing or in text form. In this case, we are entitled to postpone delivery for the duration of the impediment, provided that we have complied with our above obligation to provide information and have not assumed the procurement risk or a delivery guarantee. Force majeure is deemed equivalent to: Strikes, lockouts, official interventions, energy and raw material shortages, transport bottlenecks or obstacles through no fault of our own, operational hindrances through no fault of our own - e.g. due to fire, water or machine damage - and all other hindrances which, from an objective point of view, were not culpably caused by us.

1. Irrespective of any assembly obligations, the risk passes to the Customer upon delivery to the shipping agent, but at the latest when the goods leave our premises.
2. Claims for defects on the part of the customer presuppose that they have properly fulfilled their obligations to inspect and give notice of defects in accordance with Section 377 HGB.

1. In the case of material defects and defects of title that are not merely insignificant, we are entitled to rectify the defect twice. If the nature of the item or the defect or other circumstances indicate that the rectification has not yet failed and further rectification is reasonable for the contractual partner, we will be entitled to carry out further rectification.
2. Warranty claims are subject to a limitation period of 1 year from the start of the statutory limitation period. This does not apply to claims for damages due to defects or to claims under the German Product Liability Act. Section IX applies to claims for damages due to a defect. Unless otherwise stipulated in Section IX, the statutory limitation period will apply to all claims for damages, even if they are based on a breach of the obligation to remedy defects. The limitation periods in the event of recourse against delivery pursuant to Sections 478 and 479 of the German Civil Code (BGB) remain unaffected.

1. We are liable according to the statutory provisions, unless specified otherwise in the following provisions.
2. For negligence, insofar as this does not concern gross negligence, we will only be liable
   1. in case of injury to life, limb or health; or
   2. in the event of a breach of cardinal contractual obligations, and then only, however, limited to typical and foreseeable damage, unless it is a matter of injury to life, limb or health. Cardinal contractual obligations are those obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner may regularly rely.
3. We limit our liability for damage caused by negligence, insofar as this was not caused by gross negligence, to EUR 2,500,000.00 for each individual claim. This does not apply insofar as the law imposes a higher amount or in the event of injury to life, limb or health.
4. In the event of injury to life, limb or health, the Customer's liability claims will become time-barred according to the statutory regulations. In all other respects, liability for negligently caused damage, unless caused by gross negligence, shall be subject to a limitation period of 1 year from the statutory start of the limitation period.
5. Insofar as we are not liable according to the above Section IX points 2 to 4, the liability of our employees, representatives and vicarious agents is also excluded.
6. The aforementioned limitations of liability in Section IX points 2 to 5 do not apply to claims under the German Product Liability Act.

1. We retain ownership of the purchased item until receipt of all payments arising from the business relationship with the Customer. The Customer is obliged to store the purchased item free of charge with the care of a prudent commercial person; in particular, they are obliged to insure it adequately at their own expense against fire, water and theft at replacement value.
2. Pledging the purchased item or transferring it by way of security is not permitted. In the event of seizure or other access by third parties to the purchased item, the Customer must notify us immediately in text form and provide us with all documents required for us to safeguard our rights and to be able to raise third-party objection claims.
3. The Customer is entitled to process and resell the purchased item in the course of proper business operations as long as it is not in default. Upon conclusion of the purchase contract with us, the Customer assigns to us all receivables against their Customers or third parties arising from the resale of the purchased item in the amount of the invoice value (final invoice amount, including VAT) of the delivered purchased item. This applies regardless of whether the purchased item was resold without or after processing. The Customer remains entitled to collect the receivable even after the assignment. However, this does not affect our authority to collect the receivable ourselves. However, we undertake not to collect the receivable ourselves as long as the Customer duly meets their payment obligations, is not in default of payment and no application for the opening of insolvency proceedings has been filed. In the event of default of payment or filing of an insolvency application, the Customer’s right to sell the purchased item and the authority to collect the assigned receivable from the Customer’s customers expires. In this case, the Customer is obliged to provide us with all information required for collection of the receivable, to hand over the necessary documents to us and to disclose the assignment to the third party.
4. Amounts that the Customer collects from assigned receivables must be recorded separately until they are transferred to us in order to exclude offsetting and/or set-off with bank accounts held as debit accounts.
5. The processing or transformation of the purchased item by the Customer is always carried out on our behalf. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. In all other respects, the same applies to the item created by processing as to the purchased item delivered under reservation of title.
6. If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Customer’s property is to be regarded as the main thing, it is deemed agreed that the Customer transfers pro rata co-ownership to us. The Customer holds the resulting sole ownership or co-ownership for us.
7. If the realizable value of the collateral granted exceeds our receivables by more than 10%, we are obliged to retransfer the collateral at the request of the contractual partner at our reasonable discretion, insofar as the collateral limit has been exceeded.

We reserve ownership and copyright of illustrations, drawings, calculations and other documents. This also applies to such written documents that are designated as “confidential”. The Customer requires our express written consent before forwarding these to third parties.

1. All contracts are governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and German private international law.
2. The place of performance is our registered office.
3. If the Customer is a trader, the exclusive place of jurisdiction for all disputes arising from the contract will be the court responsible for our registered office. However, we are also entitled to take legal action against the Customer in the court with jurisdiction over their place of residence or place of business.

I. Scope of the Terms and Conditions of Purchase

1. These General Terms and Conditions of Purchase of Meguin GmbH & Co. KG Mineraloelwerke (hereinafter referred to as “the Purchaser”) apply to all contracts concluded by the Purchaser with its suppliers regarding the deliveries or services offered by them. These General Terms and Conditions of Purchase only apply if the Supplier is a company (Section 14 BGB - German Civil Code), a legal entity under public law or a special fund under public law.
2. These General Terms and Conditions of Purchase apply exclusively; deviating, conflicting or supplementary General Terms and Conditions of Business of the Supplier will not be acknowledged by the Purchaser unless it has expressly agreed to their validity in writing. These General Terms and Conditions of Purchase also apply if the Purchaser accepts the Supplier’s delivery without reservation in knowledge of contradictory or deviating terms and conditions of the Supplier.
3. General Terms and Conditions of Purchase also apply to all future business with the Supplier.

1. The Supplier will be bound by its quotation for a period of two weeks.
2. The Purchaser reserves all ownership and copyright of the illustrations, drawings, calculations and other documents provided to the Supplier. These documents may not be made accessible to third parties without the express written consent of the Purchaser. They will be used exclusively for production on the basis of the underlying order and will be issued to the Purchaser without being requested to do so after the order has been processed in full. These documents must be kept secret from third parties; in addition Section 10 (5) of these General Terms and Conditions of Purchase also applies.

1. The delivery period or delivery date specified in the order is binding.
2. The Supplier is obliged to notify the Purchaser immediately in writing if circumstances occur or become apparent to the Purchaser that indicate that compliance with the agreed delivery deadline or the specified delivery date appears to be at risk.
3. The Supplier will immediately send the Purchaser a notice of dispatch for each delivery. Early delivery or performance and partial delivery or partial performance require the prior consent of the Purchaser.
4. If the Supplier fails to provide its services or fails to do so within the agreed delivery time or is in default, the rights of the Purchaser – in particular to withdrawal and damages – will be determined in accordance with the statutory provisions. The provisions of Para. 5 remain unaffected.
5. If the Supplier is in default, the Purchaser may - in addition to further statutory claims - demand lump-sum compensation for its damage caused by default in the amount of 0.5% of the net price of the goods delivered late per completed calendar week, but not more than 5% of the net price of the goods delivered late in total. The Purchaser reserves the right to make further legal claims. The Purchaser reserves the right to prove that greater damage has occurred. The Supplier reserves the right to prove that the Purchaser has suffered no damage at all or only significantly less damage.

1. The prices stated in the order are fixed prices and are quoted free to the place of use, including packaging and freight costs as well as statutory VAT, unless otherwise agreed. If an “ex works” or “ex warehouse” price is agreed, the Purchaser will only bear the cheapest freight costs. The agreement on the place of performance will not be affected by the type of pricing.
2. In order for the Purchaser to be able to correctly allocate and process the Supplier’s invoice, the Supplier is obliged to indicate the respective purchase order number as it can be seen from the purchase order on each invoice. The Supplier is liable for all consequences arising from non-compliance with this obligation, unless it can prove that it is not responsible for them.
3. Unless otherwise agreed between the Parties, payment will be made by the Purchaser within 30 days, calculated from delivery and receipt of invoice, net or within 14 days, calculated from delivery and receipt of invoice, less a discount of 3%. If there are delays due to incorrect invoicing, discount periods will not be affected by this.
4. The Purchaser is entitled to set-off and retention rights to the extent permitted by law.

Unless otherwise agreed between the Parties, the risk of accidental loss and accidental deterioration only passes to the Purchaser when the goods are handed over at the place of delivery specified in the order.

1. The statutory provisions and, exclusively in favor of the Purchaser, the following supplements apply to the rights of the Purchaser in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly/installation or inadequate instructions) and in the event of other breaches of duty by the Supplier. The Purchaser is entitled to unrestricted legal claims.
2. The Purchaser is not obliged to inspect the goods or make special enquiries about any defects upon conclusion of the contract. Partially deviating from Section 442 (1) sentence 2 of the German Civil Code (BGB) the Purchaser is therefore entitled to unrestricted claims for defects even if the Purchaser was unaware of the defect at the time the contract was concluded as a result of gross negligence.
3. Insofar as these are relevant, the statutory provisions of Section 377 German Commercial Code (HGB) or Sections 377, 381 HGB apply with the following provision: The Purchaser’s obligation to inspect is limited to defects that become apparent during the Purchaser’s incoming goods inspection, including the delivery documents (e.g. transport damage, incorrect and short deliveries) or that can be identified during the Purchaser’s quality control by means of random sampling. The Purchaser’s obligation to notify of defects discovered later remains unaffected. A notice of defects (defect notification) by the Purchaser will in any case be deemed to have been received by the Supplier immediately and in good time if it is received within a period of 5 working days, calculated from the discovery of the defect or, in the case of obvious defects, from the receipt of the goods.

1. In addition to the claims for defects, the Purchaser is entitled without restriction to the statutory claims for expenses and recourse within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 (5), 327u German Civil Code (BGB)).
2. Claims of the Purchaser arising from supplier recourse also apply if the defective goods have been combined with another product or otherwise further processed by the Purchaser, its customer or a third party, e.g. through mounting, attachment or installation.

1. The Supplier is obliged to indemnify the Purchaser upon first request from any liability towards third parties or from claims of third parties based on product damage to the goods delivered by the Supplier, which has its cause in the Supplier's sphere of control and organization and for which the Supplier is liable in the external relationship. Within the scope of its own liability for damages within the meaning of sentence 1, the Supplier is also obliged to reimburse the Purchaser for any expenses pursuant to Sections 683, 670 German Civil Code (BGB) or Sections 830, 840, 426 BGB that arise from or in connection with a recall campaign lawfully carried out by the Purchaser. The Purchaser will inform the Supplier of the content and scope of the recall measures to be carried out as far as possible and reasonable and give the Supplier the opportunity to comment.
2. During the term of the contract, the Supplier is obliged to maintain product or public liability insurance with sufficient minimum cover for personal injury, property damage, financial loss and environmental damage at all times. However, this does not limit the amount of the Purchaser's claims for damages.

1. The Supplier guarantees that no third-party rights within the Federal Republic of Germany are infringed in connection with its delivery or service.
2. If a claim is asserted against the Purchaser by a third party due to the infringement of the third party's right committed or occurring within the Federal Republic of Germany by the goods delivered or the service rendered by the Supplier, the Supplier is obliged to indemnify the Purchaser against these claims upon first request. In the event of claims for damages by the third party, the Supplier reserves the right to prove that it was not at fault in the infringement of the rights of the third party.
3. The Supplier’s obligation to indemnify includes all expenses of the Purchaser that are necessarily incurred by the Supplier in connection with the claim by the third party, unless the Supplier proves that it is not responsible for the underlying infringement of duty.
4. The limitation period for the aforementioned claims of the Purchaser is 3 years from the transfer of risk.

1. If the Purchaser provides parts to the Supplier, the Purchaser reserves ownership of these. Processing or conversion by the Supplier is carried out on behalf of the Purchaser. If the Purchaser’s reserved goods are processed with other items not belonging to the Purchaser, the Purchaser acquires co-ownership of the new item in proportion to the value of its item (purchase price plus VAT) to the other processed items at the time of processing.
2. If the item provided by the Purchaser is inseparably mixed with other materials not belonging to the Purchaser, the Purchaser acquires co-ownership of the new item in proportion to the value of the item subject to retention of title (purchase price plus VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Supplier’s item is to be regarded as the main item, it will be deemed agreed that the Supplier transfers pro rata co-ownership to the Purchaser; the Supplier retains sole or co-ownership on behalf of the Purchaser.
3. The Purchaser reserves ownership of any tools it provides. The Supplier may only use these tools to manufacture the goods ordered by the Purchaser. The Supplier is obliged to insure the tools belonging to the Purchaser at their new value against fire, water and theft damage at their own expense. The Supplier hereby assigns to the Purchaser all claims for compensation under this insurance; the Purchaser hereby accepts the assignment. The Supplier is obliged to carry out the necessary maintenance and inspection work on the Purchaser’s tools as well as all maintenance and repair work in good time at its own expense. The Supplier must immediately notify the Purchaser of any malfunctions.
4. Insofar as the security interests to which the Purchaser is entitled pursuant to para. 1 and/or para. 2 exceed the purchase price of all goods subject to retention of title not yet paid for by the Purchaser by more than 10%, the Purchaser is obliged to release the security interests at its discretion at the Supplier's request.
5. The Supplier is obliged to keep strictly confidential all information of any kind received from the Purchaser, in particular illustrations, drawings, calculations, and to use it only for the purpose of fulfilling the contract with the Purchaser. They may only be disclosed to third parties with the express consent of the Purchaser. The confidentiality obligation continues to apply even after the contract has been concluded, unless otherwise agreed

The Supplier is not entitled to assign its receivables from the contractual relationship to third parties. This does not apply in the case of monetary receivables.

1. The mutual claims of the contracting parties will expire in accordance with the statutory provisions, unless otherwise stipulated in these General Terms and Conditions of Purchase.
2. Deviating from Section 438 (1) No. 3 German Civil Code (BGB), the limitation period for claims for defects by the Purchaser is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period commences upon acceptance. The 3-year limitation period also applies accordingly to claims arising from defects of title, whereby the statutory limitation period for third-party claims for restitution in rem (Section 438 (1) No. 1 German Civil Code (BGB)) remains unaffected; claims arising from defects of title do not expire in any case as long as the third party can still assert the right - in particular in the absence of a limitation period - against the Purchaser.
3. If the Supplier fulfills its obligation to perform a subsequent performance by means of a replacement delivery, the period of limitation for the goods supplied as a replacement starts again after delivery, unless the Supplier expressly and appropriately reserves the right to perform the subsequent performance solely as goodwill, in order to avoid disputes or in the interest of the continuation of the delivery relationship.
4. The limitation periods of the purchase right, including the above extension, apply - to the extent permitted by law - to all contractual claims for defects. Insofar as the Purchaser is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (Sections 195, 199 BGB) apply, unless the application of the limitation periods of the law of sale leads to a longer limitation period in individual cases.

1. The exclusive place of jurisdiction for all disputes is the registered office of the Purchaser, insofar as both contracting parties are traders and/or legal entities under public law. However, the Purchaser is entitled to take legal action against the Supplier in the court of its place of residence/business.
2. Unless otherwise stated in the order, the place of performance is the place of business of the Purchaser at 66740 Saarlouis.
3. The laws of the Federal Republic of Germany apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of German private international law. The contract language is German.

1. Should individual provisions of these General Terms and Conditions of Purchase prove to be ineffective or unenforceable in whole or in part or become ineffective or unenforceable as a result of changes in legislation after conclusion of the contract, the remaining contractual provisions and the effectiveness of the contract as a whole will remain unaffected by this.
2. If the contract proves to be incomplete, the provisions that correspond to the meaning and purpose of the contract and would have been agreed if they had been considered will be deemed to have been agreed.