Packaging Steel

General Terms and Conditions for Sale and Delivery of the Online B2B Portal of thyssenkrupp Rasselstein GmbH

Section 1 Scope; General Provisions

1. These General Terms and Conditions for Sale and Delivery (hereinafter: GTCS) apply for all contracts with thyssenkrupp Rasselstein GmbH, Koblenzer Strasse 141, 56626 Andernach, that are initiated over the –Online B2B Portal
   portal.packagingsteel.shop
   with entrepreneurs, legal persons under public law and public law special funds regarding deliveries, services, and other performances, including work agreements, consultations, suggestions, and other ancillary services. Entrepreneurs are natural or legal persons or legal partnerships that issue orders in the exercise of their commercial or independent professional activities.
2. The shopping function of the Online B2B Portal is exclusively accessible to registered customers pursuant to Section 1 (1). Any sale to consumers is excluded.
3. All agreements made between you and ourselves in connection with the purchase agreement particularly result from these GTCS, the confirmation of receipt, and our declaration of acceptance.
4. By issuing an order, you declare your agreement that these GTCS will apply to your order.
5. We reserve the right to make changes to our Online B2B Portal, including these GTCS, at any time. The version of the GTCS that was valid at the time the contract was concluded is decisive. For this reason, please carefully read these GTCS before making an order.
6. Purchasing conditions of the Buyer are not recognized, even if we do not explicitly object to them after receipt.
7. In case of doubt, the Incoterms in their newest version are decisive for the interpretation of commercial clauses.
8. Deliveries of orders can occur both within the Federal Republic of Germany and from other countries.

Section 2 Orders, Contractual Conclusion

1. For a purchase on account, the presentation and advertisement of items in our Online B2B Portal does not constitute a binding offer to conclude a purchase agreement, but rather a nonbinding product catalog. You can initially put our item in the shopping cart on a non-binding basis and can correct your entries at any time before submitting your order by using the correction aids provided and explained in the order process.
2. When you submit an order on the Online B2B Portal by clicking the “order” button, you are issuing a legally binding purchase offer. You are bound to the order for the duration of one (1) week after issuing the order.
3. We will immediately confirm the receipt of the order issued over our Online B2B Portal by email (confirmation of receipt). Such an email is not a binding acceptance of the order unless acceptance is declared in addition to the confirmation of receipt.
4. A contract is only concluded when we accept your order with a declaration of acceptance in written form or through the delivery of the ordered items. However, we are not obligated to accept.
5. The contract text will be stored under observance of data privacy protection, inasmuch as the technical prerequisites for this are present. You can then view it in our customer login. The purchase agreement is concluded with thyssenkrupp Rasselstein GmbH.
6. If delivery of the goods you have ordered is not possible, such as because the corresponding goods are not in stock, we will not issue a declaration of acceptance. In this event, a contract will not be concluded. We will inform you of this without delay and will return any payments that have already been received without delay.
7. The contractual conclusion will occur either in the German or English language, as appropriate.

Section 3 Readiness for Dispatch, Delivery Dates, and Delivery Deadlines

1. During the order process, we will inform you about course of readying the goods to be delivered for dispatch. The goods are considered ready for dispatch if they will actually be produced no later than within 16 days from the time of the order and this has been communicated to the customer by email, telefax, or computer fax. Detailed information about delivery deadlines will be sent with the order confirmation when appropriate.
2. Delivery deadlines begin with the date of our order confirmation and only apply under the prerequisite of punctual clarification of all details of the order and punctual fulfillment of all obligations of the Buyer, such as submitting all official permits, issuing letters of credit and guarantees or making payments. The same applies for delivery dates.
3. The time of shipment from the plant or warehouse is decisive for compliance with delivery deadlines and dates.
4. In view of the high production lead times of the Seller that are typical for the industry, the Buyer is only entitled to the rights pursuant to Sections 281, 323 BGB (German Civil Code) in the event of noncompliance with delivery deadlines when they have set
5. In the event of delays, we are liable for all damages and expenditures from or in connection with delays of owed performance proven by the Buyer only after missing binding agreed delivery dates and deadlines; in such a case, our liability is measured by the provisions of Section 11. Without prejudice to their statutory obligation to minimize damages, the Buyer is particularly obligated to immediately inform us in writing of any recognizable damages due to delay with which they are threatened. We reserve the right to suggest opportunities for replacement purchases to the Buyer.
6. The Buyer can withdraw from the contract without setting a deadline if the entire delivery becomes ultimately impossible for us before the transfer of risk. The Buyer may also withdraw from the contract if performance of part of the delivery becomes impossible in an order and they have a legitimate interest in rejecting the partial delivery. If this is not the case, the Buyer must pay the part of the contract price due for the partial delivery. In addition, the limitations of liability pursuant to Section 11 also apply.
7. All delivery deadlines and dates apply under reservation of unpredictable production disturbances and punctual internal deliveries of necessary primary materials and, if this concerns commercial goods, under reservation of the ability to deliver and punctual internal deliveries.
8. Occurrences of force majeure entitle us to delay delivery by the duration of the hindrance and an appropriate start-up period. This also applies if such events occur during a delay that has already begun. Force majeure includes monetary, commercial political, and other sovereign measures, strikes, lock-outs, operational disruptions for which we are not responsible (e.g. fire, machinery or roller breakdowns, lack of raw materials or energy), obstruction of transport routes, delays in the import process/customers clearance and all other circumstances that make deliveries significantly more difficult or impossible and for which we are not responsible. In the process, it is not significant whether these circumstances occur for us, for the supply plant, or for a preliminary supplier. If the performance of the contract becomes unreasonable for one of the Contracting Parties due to the circumstances named above, particularly if the performance of significant portions of the contract is delayed by more than 6 months, this Party may declare the cancellation of the contract.

Section 4 Prices, Shipping Costs

1. Due to the scheduling efforts associated with the quick production of readiness for dispatch within 16 days from the time an order is placed and the increased waste of the goods, the prices for the goods provided/ordered through our Online B2B Portal include an appropriate surcharge on the otherwise standard delivery prices for goods of corresponding quality and specifications. Deviations from this can only be made in exceptional cases by virtue of other agreements. They are always understood as being ex works plus freight and value-added tax, inasmuch as no other agreement has been made.
2. In the event that goods offered through our Online B2B Portal are completely or partially not ready within 16 days from the time they are ordered, and their readiness for shipment is not confirmed by us in writing or by email, telefax or computer fax, we will grant a set price deduction on the price stipulated in accordance with Section 4 para. 1 of our GTCS for the affected goods in the amount of 3 %.
3. Prices and weights in the Online B2B Portal and on the invoice may deviate slightly from each other due to common trade circumstances.
4. The price will be shown including value-added tax and any due shipping costs on the basis of the respective stipulated Incoterms of 2010 in the order form before you send the order.

Section 5 Payment and Billing

1. If nothing else has been stipulated or it is indicated in our invoices, the purchase price is due immediately after delivery without a deduction and must be paid in a manner that allows us to access the amount on the due date. Any costs for the payment transaction will be borne by you as the Buyer. You are only entitled to a right of retention and an authorization to offset inasmuch as your counterclaims are undisputed or have been established in law.
2. If the time allowed for payment is exceeded or if you are in arrears, we charge interest in the amount of 5 % points above the base interest rate of the European Central Bank, unless higher interest rates have been stipulated. The assertion of additional damages remains reserved.
3. You are in arrears no later than 10 days after the due date and receipt of the invoice/equivalent bill or receipt of the service.
4. Due to the authorization we have issued to the companies that belong to our group (Section 18 AktG (German Stock Corporation Act)*), we are entitled to offset all receivables that are due to you from us or from any of these Group companies, regardless of their legal basis.
5. If it becomes clear after the conclusion of the contract that our payment claim is threatened by a lack of ability to pay on your part, we are entitled to the rights from Section 321 BGB (defense of uncertainty). We are then also entitled to call due all receivables from the current business connection with the Buyer that are not already time-barred. In addition, the defense of uncertainty extends to all outstanding deliveries and services from the business relationship with you.

Section 6 Retention of Title

1. All delivered goods remain our property (reserved goods) until all claims have been fulfilled, particularly also balance claims to which we are entitled in the context of the business relationship (retention of title until the balance is paid) and claims that are granted unilaterally by an insolvency administrator by way of a choice of fulfillment. This also applies for any claims incurred or caused in the future, e.g. acceptor's bills of exchange and if payments have been made on specifically indicated claims. This retention of title until payment has been made lapses finally with the payment of all claims that were open at the time of payment and were covered by this retention of title.
2. Processing of the reserved goods occurs for us as manufacturers in the sense of Section 950 BGB, without obligating us. The processed goods are considered to be reserved goods in the sense of no. 1. In the event of processing, combining, and mixing the reserved goods with other goods by you as the Buyer, we are entitled to proportionate ownership in the new item in relation to the invoice value of the reserved goods to the invoice value of the other goods that are used. If our property is destroyed through the combination or mixing, you transfer the property rights to the new good or item to which you are entitled to us at this time in the scope of the invoice value of the reserved goods and will store them for us at no charge. Our joint property rights are considered to be reserved goods in the sense of no. 1.
3. You may only sell the reserved goods in standard business transactions under your normal business conditions and inasmuch as you are not in arrears, with the prerequisite that the receivables from the sale transfer to us in accordance with nos. 4 to 6. You are not entitled to any other disposition of the reserved goods.
4. The claims from the resale of reserved goods, together with all securities that you receive for the claim, must be assigned to us when they are received. They serve as securities in the same scope as the reserved goods. If the reserved goods are sold by you in combination with other goods that are not sold by us, we will be granted the claim from the resale in the proportion of the invoice value of the reserved goods to the invoice value of the other sold goods. In the sale of goods to which we have an ownership share pursuant to no. 2, we will be assigned a share in relation to our ownership share. If the reserved goods are used by you to fulfill a work agreement, the receivables from the work agreement will be assigned to us in the same scope in advance.
5. You are entitled to collect claims from the resale. This authorization to collect claims lapses if we revoke it, but no later than in the event of delay of payment, non-payment of a bill of exchange, or a request to open insolvency proceedings. We will only use our right to revoke the authorization if it becomes clear after contractual conclusion that our payment claim from this or other contracts with you is endangered due to a lack of ability to pay on your part. Upon our request, you are obligated to immediately inform your Buyer of the assignment to us and to give us the documents necessary to collect payment.
6. An assignment of claims from the resale is inadmissible unless this concerns an assignment by way of genuine factoring that is shown to us and in which the factoring revenue exceeds the value of our secured claim. When the factoring revenue is credited, our claim is due and payable immediately.
7. You must immediately inform us of any seizure or other impediments by third parties. You will bear all costs that must be incurred to eliminate the seizure or effect the return shipment of the reserved goods, inasmuch as they are not compensated by third parties.
8. If you are in default of payment or do not honor a bill of exchange when it is due, we are entitled to take back the reserved goods and to enter your premises for this purpose. The same applies if it becomes clear after contractual conclusion that our payment claim from this or other contracts with you is endangered due to a lack of ability to pay on your part. The retrieval of the goods is not a withdrawal from the contract. The provisions of the Insolvency Regulation remain reserved.
9. If the invoice value of the existing securities exceeds the secured claims and their ancillary claims (interests; costs, etc.) by more than 50 percent, we are obligated to release securities of our choice to this extent at your request.

Section 7 Quality, Dimensions, and Weights

1. (1) All information in the Online B2B Portal regarding dimensions and weights, as well as images, are only approximate, through they have been determined as accurately as possible.
2. (2) Deviations in dimensions, weight, or quality are admissible in accordance with the DIN or customary practice. The weights are determined on our calibrated scales and are decisive for billing. The verification of the weight occurs through submission of the weighing report. If individual weighing is not typically performed, the total weight of the shipment shall apply. Differences from the calculated individual weights will be distributed proportionately. The Buyer retains the right to show evidence of the inaccuracy of the weighing procedure we have performed.

Section 8 Acceptance

1. (1) If an acceptance has been stipulated, it can only occur in the delivery plant or our warehouse immediately after notification of the readiness for acceptance. The personnel costs for the acceptance will be borne by you, while the material/equipment acceptance costs will be changed to you in accordance with our price list or the price list of the delivery plant.
2. (2) If the acceptance does not occur or does not occur punctually or completely and we are not at fault, we are entitle to ship the goods without the acceptance or to store them at your expense and risk and to charge you these costs

Section 9 Shipping, Packaging, and Transfer of Risk

1. We determine the carrier or freight forwarder.
2. If the loading or carriage of the goods is delayed for reasons for which the Buyer is responsible, we are entitled to store the goods at the expense and risk of the Buyer at our discretion, to take all measures we consider necessary for the maintenance of the goods, and to invoice the goods as if they had been delivered. The same applies if goods that have been reported as ready to ship are not called up within an appropriate period. The statutory provisions about delays in acceptance remain reserved.
3. Inasmuch as standard in commercial practice, we will deliver the goods packaged and protected against rust; the costs shall be borne by the Buyer. We will take back the packaging, protective, and/or shipping materials. We will not assume any costs of the Buyer for return transport or for disposal of the packaging. Packaging in excess of the shipping purpose or for specially required protection, e.g. for long term storage or warehousing, requires a specific agreement.
4. We are entitled to make partial deliveries to a reasonable extent. We are entitled to undershoot or overshoot the agreed delivery quantities to a reasonable extent. The indication of an “approximate” quantity entitles us to a shortfall/excess and corresponding billing of up to 10 %.
5. When the goods are handed over to the carrier or freight forwarder, but no later than when they leave the plant or the warehouse, the risk transfers to the Buyer.

Section 10 Liability for Defects

1. Any defects in the goods must be reported immediately in writing, but no later than seven days after the delivery. Defects that cannot be discovered within this period even with an extremely careful inspection must – with immediate cessation of any processing – be reported in writing immediately after discovery, and no later than before the stipulated or statutory period of limitations has expired. In the event of an insignificant decrease in the value or efficiency of the goods, our liability for defects is excluded. If the goods have already been resold, processed, or converted, you are only entitled to the right to decrease claims.
2. In the event of entitled, punctual notification of defects, we may choose whether to eliminate the defect or to deliver an item that is free of defects (subsequent fulfillment). In the event of failure or refusal of subsequent fulfillment, you may decrease the purchase price or, after an appropriate period has been set and has elapsed without success, withdraw from the contract. If the defect is not significant, you only have the right to decrease claims.
3. If you do not immediately give us the opportunity to convince ourselves of the defect, and particularly if you do not immediately provide the disputed goods or samples thereof upon request, all rights based on material defects lapse.
4. In the event that the goods were sold as declassified materials – e.g. IIa material – you are not entitled to any rights from material defects due to the alleged reason for declassification or rights that you would typically have. In the event of sale of IIa material, our liability for material defects is excluded.
5. We will only assume expenditures in connection with subsequent fulfillment inasmuch as they are appropriate in the specific case, particularly in relation to the purchase price of the goods, but in no event in excess of 150 % of the value of the goods. Costs in connection with installation and development of the defective goods are excluded, as are your costs for personally eliminating a defect, unless the statutory prerequisites for this are present. We will not assume expenditures that are incurred because the sold goods were delivered to a location other than your headquarters or your subsidiary, unless these correspond to your contractual usage.
6. Your rights of recourse pursuant to Section 478 BGB remain reserved.
7. We do not grant any guarantee for a certain use purpose or certain suitability of the goods, unless a deviating stipulation has been agreed in writing; in addition, the risk of suitability of use lies exclusively with you.

Section 11 General Limitation of Liability

1. We are liable due to infringement of contractual and extracontractual obligations, particularly due to impossibility, delay, fault at contract initiation and liability in tort – also for our managing employees and other agents – only in cases of intent and gross negligence, limited to damages that are typical for the type of contract and foreseeable at contractual conclusion.
2. These restrictions do not apply in the event of culpable infringements against essential contractual obligations, inasmuch as the achievement of the contractual purpose is endangered, in cases of mandatory liability under the Product Liability Law, in the event of damage to life, limb, or health, or if and inasmuch as we maliciously conceal damages or have guaranteed their absence. The rules regarding the burden of proof remain reserved.
3. Inasmuch as nothing different has been stipulated, contractual claims that the Buyer has against us due to or in connection with the delivery of the goods become time-barred one year after delivery of the goods, inasmuch as they do not include compensation for damages to limb or health or typical, foreseeable damages or are based on intent or gross negligence on the part of the Seller. Our liability from intentional or grossly negligent infringements against our obligations and the statute of limitations on statutory claims for recourse remain reserved. In cases of subsequent fulfillment, the statute of limitations does not begin to run again.

Section 12 Export Certificate

1. If a Buyer who resides outside of the Federal Republic of Germany (extraterritorial Buyer) or their agent collects the goods and forwards or ships them to another country, the Buyer must submit the necessary export certificate under tax law to us. If this certificate is not submitted, the Buyer must pay the applicable value-added tax for deliveries within the Federal Republic of Germany on the invoice amount.

Section 13 Severability Cause

1. If individual provisions of these GTCS are or become ineffective or void in whole or part, this shall not affect the effectiveness of the remaining provisions of the GTCS.
2. The Parties undertake to replace an ineffective or void provision with an effective provision that comes as close as possible to the intended economic purpose.

Section 14 Place of Fulfillment, Applicable Law, and Court of Jurisdiction

1. The place of fulfillment for our deliveries is the delivery plant in cases of deliveries ex works.
2. For all legal relationships between us and you, German substantive law applies in addition to these conditions. The provisions of the Convention from April 11, 1980 regarding contracts on the international sale of goods (CISG) do no apply.
3. For billing deliveries from one EU member state to another, the value-added tax provisions of the 6th EU Guidelines apply in the version then valid, unless national law deviates from this. Inasmuch as we must collect value-added tax, the Buyer owes both the stipulated (net) purchase price and the respective value-added tax.
4. The court of jurisdiction for all disputes from and in connection with these GTCS and all contracts concluded under the application of these GTCS is our choice of the headquarters of our company or your headquarters.