A. General Terms and Conditions for all Contract Types

The following General Terms and Conditions apply exclusively and to all – including future – contracts with the customer, unless otherwise agreed upon in individual contracts. Conflicting or deviating contractual terms of the customer can only be agreed upon with our express written acknowledgment.

§ 1 Conclusion of Contract

1. All offers are non-binding. The contract is only concluded upon our written order confirmation under the conditions specified therein or upon execution of the order. The written order confirmation determines the scope of the services to be rendered.

2. Drawings, calculations, recalculations of calculations, cost estimates or other documents may not be reproduced or made accessible to third parties without our consent and must be returned to us immediately if the order is not placed.

3. Official or other permits are to be provided by the client.

§ 2 Price Changes

Price changes are permissible if there are more than four months between the conclusion of the contract and the agreed delivery date. If wages, material costs or market cost prices increase thereafter until the completion of the delivery, PORTEC Metallbausysteme GmbH & Co. KG is entitled to increase the price appropriately in accordance with the cost increases. The customer is only entitled to withdraw from the contract if the price increase significantly exceeds the rise in the general cost of living between order and delivery.

An increase in VAT can be passed on to the client if the goods or services are delivered or rendered after the expiry of 4 months from the conclusion of the contract. If the customer is a merchant, a legal entity under public law or a special fund under public law, price changes in accordance with the aforementioned regulation are permissible if there are more than six weeks between the conclusion of the contract and the agreed delivery date.

§ 3 Retention of Title

1. PORTEC Metallbausysteme GmbH & Co. KG retains title to the delivery items until full payment is received. This also applies if individual claims of ours have been included in a current invoice.

2. In the event of breach of contract by the customer, in particular in the event of default in payment, PORTEC Metallbausysteme GmbH & Co. KG is entitled to reclaim the goods after reminder and the customer is obliged to hand them over.

3. The assertion of the retention of title as well as the seizure of the delivery items by PORTEC Metallbausysteme GmbH & Co. KG shall not be deemed a withdrawal from the contract unless this is expressly declared by us.

In dealings with merchants, a legal entity under public law or a special fund under public law, the following also applies:

1. The customer is entitled to resell the delivery items in the ordinary course of business – without agreeing to assignation bans; however, the customer hereby assigns to PORTEC Metallbausysteme GmbH & Co. KG all claims in the amount of the purchase price agreed between the customer and PORTEC Metallbausysteme GmbH & Co. KG including VAT, arising for the customer from the resale, regardless of whether the delivery items are resold without or after processing. PORTEC Metallbausysteme GmbH & Co. KG accepts the assignment. The customer is authorized to collect these claims after their assignment.

The authority of PORTEC Metallbausysteme GmbH & Co. KG to collect the claims itself remains unaffected by this; however, it undertakes not to collect the claims as long as the customer properly meets their payment obligations and is not in default of payment. If this is the case, however, it can demand that the customer disclose the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and inform the debtors of the assignment.

2. The processing or transformation of the goods by the customer is always carried out on behalf of PORTEC Metallbausysteme GmbH & Co. KG. If the delivery items are processed with other items not belonging to it, it acquires co-ownership of the new object in the ratio of the value of the delivery items to the other processed items at the time of processing.

3. If the delivery items are inseparably mixed with other items not belonging to it, it acquires co-ownership of the new object in the ratio of the value of the delivery items to the other mixed items. The customer shall keep the property in safe custody for it.

4. The customer may neither pledge the delivery items nor assign them as security. In the event of seizures, confiscations or other dispositions by third parties, the customer must notify PORTEC Metallbausysteme GmbH & Co. KG immediately and provide it with all information and documents required to protect its rights. Enforcement officers or third parties must be made aware of its ownership.

5. PORTEC Metallbausysteme GmbH & Co. KG system undertakes to release the securities to which it is entitled at the request of the customer to the extent that these exceed the value of the claims to be secured, insofar as these have not yet been settled, by more than 20%.

§ 4 Liability

PORTEC Metallbausysteme GmbH & Co. KG has unlimited liability in cases of intent and gross negligence as well as for damages resulting from injury to life, body or health. In the case of simple negligence, PORTEC Metallbausysteme GmbH & Co. KG is only liable in the event of a breach of essential contractual obligations. In this case, liability is limited to typical, foreseeable contractual damages. In all other respects, liability is excluded as far as legally permissible. Minor color deviations, in particular due to manufacturing or material reasons, are deemed to be in accordance with the contract, provided they are reasonable for the customer.

§ 5 General Payment Terms

1. Cheques and bills of exchange are only deemed payment after redemption. The acceptance of bills of exchange always requires a prior written agreement with PORTEC Metallbausysteme GmbH & Co. KG. When accepting bills of exchange, the bank discount and collection fees will be charged. They are payable immediately in cash.

2. Default interest is calculated in accordance with the statutory provisions.

3. If the customer is a merchant, a legal entity under public law or a special fund under public law, the retention of payments due to any counterclaims of the customer not recognized by PORTEC Metallbausysteme GmbH & Co. KG is not permitted, nor is off-setting with such claims.

4. PORTEC Metallbausysteme GmbH & Co. KG is entitled to offset payments in another manner, regardless of any clearing regulations specified by the payer.

5. If installment payment has been agreed upon, the entire amount becomes due if the customer falls behind with an installment for more than 10 days.

6. If, after conclusion of the contract, it turns out that the customer's credit standing is not suitable for granting credit or terms of payment, we are entitled, at our discretion, to demand prepayment or security for due or outstanding claims from all existing contracts and to refuse performance until prepayment or security is provided.

7. If prepayments or securities are not provided on time, we can withdraw from the contract and claim damages for non-performance.

§ 6 Miscellaneous

1. Transfers of rights and obligations of the customer from the contract concluded with PORTEC Metallbausysteme GmbH & Co. KG require our written consent.

§ 7 Place of Performance and Jurisdiction

1. The place of performance is Münster.

2. In the event of all disputes arising from the contractual relationship, if the customer is a merchant, a legal entity under public law or a special fund under public law, the action must be brought in the court competent for the registered office of PORTEC Metallbausysteme GmbH & Co. KG. PORTEC Metallbausysteme GmbH & Co. KG is also entitled to sue at the customer's main place of business.

3. German law applies exclusively, excluding the laws on the international sale of goods, even if the customer has its registered office abroad.

B. General Conditions for Purchase Contracts

In addition, the following conditions apply to purchase contracts in which PORTEC Metallbausysteme GmbH & Co. KG has not also undertaken to install the delivered goods.

§ 1 Delivery Period

1. The delivery period begins with the dispatch of the order confirmation, but not before the procurement of any documents, permits, releases to be provided by the customer, and before receipt of any agreed deposit.

2. The delivery period is met if readiness for dispatch has been notified or the delivery item has left the factory by the time it expires.

3. The delivery period shall be extended in the event of measures taken within the scope of labor disputes, in particular strikes and lockouts, as well as the occurrence of unforeseen obstacles that lie outside the control and will of PORTEC Metallbausysteme GmbH & Co. KG, e.g., operational disruptions, delays in the delivery of essential materials, in so far as such obstacles can be proven to have a significant influence on the delivery of the delivery item. This also applies if the circumstances arise with suppliers. The delivery period shall be extended in accordance with the duration of such measures and obstacles. PORTEC Metallbausysteme GmbH & Co. KG is also not responsible for the aforementioned circumstances if they arise during an already existing delay. In important cases, the customer will be notified of the beginning and end of such obstacles as soon as possible.

4. Partial deliveries are permitted within the delivery periods specified by PORTEC Metallbausysteme GmbH & Co. KG, provided that no disadvantages for use result from this.

§ 2 Scope of Delivery

We reserve the right to make design and shape changes due to improvements in technology or statutory requirements during the delivery period, provided that the delivery item is not significantly changed and the changes are reasonable for the customer.

§ 3 Terms of Payment

The purchase price and the fees for ancillary services are payable, unless otherwise agreed in the contract or order confirmation, to one third upon receipt of the order confirmation, the remaining purchase price net upon delivery without deduction within 21 days from the invoice date.

§ 4 Packaging and Shipping

Packaging becomes the property of the customer. Postage and packaging fees are invoiced separately. Unless expressly agreed, the choice of shipping method is at our discretion.

§ 5 Acceptance and Transfer of Risk

1. Unless otherwise agreed, the handover takes place in Münster. The customer is entitled to inspect the delivery item at the place of handover within fourteen days of receipt of the notification of readiness or other communications concerning completion. The customer is obliged to accept the delivery item within the same period.

2. The risk passes to the customer upon acceptance of the delivery item. In the case of a sale by dispatch, the statutory provision of § 447 Paragraph 1 of the German Civil Code (BGB) applies. If the customer declares that they will not accept the delivery item, the risk of accidental loss or accidental deterioration of the delivery item passes to the customer at the time of refusal.

§ 6 Warranty Claims

For defects in the delivery items, the statutory provisions apply, unless otherwise stipulated in these GTC. In the event of a justified defect, PORTEC Metallbausysteme GmbH & Co. KG is first entitled to supplementary performance. Supplementary performance is carried out in accordance with statutory provisions. If the supplementary performance fails or is refused, the customer is entitled to the statutory rights of rescission or reduction of price if the statutory prerequisites are met. Natural wear and tear as well as damage resulting from improper handling, unintended use or interventions by third parties do not justify warranty claims. For the rest, reference is made to the provision of Section A § 4 of these GTC.

C. General Terms of Delivery and Assembly

In addition, the following delivery and assembly conditions apply to all contracts in which PORTEC Metallbausysteme GmbH & Co. KG has undertaken not only to deliver goods but also to install them.

Insofar as not specifically regulated here, the German Construction Contract Procedures (VOB/B) and the General Technical Specifications for Construction Works (VOB/C) in their latest version at the time of the conclusion of the contract apply additionally.

§ 1 Terms of Payment

The total price is payable as follows: 30% upon placing the order, 30% upon start of assembly, 30% upon completion, 10% upon acceptance, at the latest 4 weeks after completion.

§ 2 Warranty

The limitation period for warranty claims is based on the statutory provisions, unless the VOB/B has been effectively integrated or something to the contrary has been agreed upon in an individual contract. For the rest, reference is made to the provisions under Section A § 4 of these GTC.

§ 3 Acceptance and Transfer of Risk

1. PORTEC Metallbausysteme GmbH & Co. KG bears the risk until acceptance of the installation.

2. If the system is damaged or destroyed before acceptance due to force majeure or other unavoidable circumstances for which PORTEC Metallbausysteme GmbH & Co. KG is not responsible, PORTEC Metallbausysteme GmbH & Co. KG is entitled to payment for the work carried out so far and other costs incurred.

3. If the client is in default of acceptance, the risk passes to him at the time of default. The same applies if the assembly is interrupted for reasons for which the client is responsible and if PORTEC Metallbausysteme GmbH & Co. KG has hand-overs the services rendered up to that point into the care of the client by mutual consent.

4. The system is to be accepted after completion of the work, even if the final adjustments have not yet been made.