General Terms and Conditions of Remmers GmbH

General Terms and Conditions of

Remmers GmbH

Bernhard-Remmers-Str. 13

49624 Löningen, Germany

Phone: 05432 83-0

Fax: 05432 3985

Email: info@remmers.de

Commercial register: Oldenburg District Court, HRB no. 150016; Managing Directors: Dirk Sieverding, Ingo Fuchs, Thomas Biermann, Alexander Böhler; VAT no.: DE 811736808

for the trade/distribution of products and services, with no online shop.

1. Validity, contracting parties, conclusion of contracts

a) All deliveries, services and offers of Remmers GmbH (referred to in the following as ‘Remmers’ for short) are made exclusively on the basis of these Terms & Conditions of Sale (T&Cs). These T&Cs are a constituent part of all contracts that Remmers GmbH concludes with its contract partners (also referred to in the following as ‘customers’) on the deliveries or services it offers.

b) The contract is concluded between the customer and Remmers GmbH.

c) Contradicting or deviating terms and conditions of purchase or other restrictions on the part of the customer shall not be recognised, unless Remmers has given its explicit written permission for the individual case in question.

d) Within the meaning of these T&Cs, a ‘consumer’ is any natural person who concludes a legal transaction for purposes that predominantly can be assigned neither to their commercial nor independent activities. Within the meaning of these T&Cs, a ‘contractor’ is a natural or legal person or a partnership with legal capacity which acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.

e) Verbal agreements and promises by field representatives are only valid if they have been confirmed in writing by Remmers.

f) If the customer is a contractor, the following shall apply in addition:

These T&Cs shall also apply to pending and future business transactions, even if no explicit reference is made to them, provided that only the Remmers T&Cs were included in a previous contract and different T&Cs do not take precedence over their scope of application owing to the nature of the transaction (online shop).

2. Delivery times

a) If the customer is a consumer:

(a) The delivery time is 3–5 days.

(b) For special colours produced specially for the customer, the individually agreed time shall apply.

(c) Goods shall only be delivered upon acknowledged confirmation of receipt.

b) If the customer is a contractor:

(a) There are no fixed delivery times.

(b) If, in deviation from this provision, a fixed delivery date is agreed, the customer must set an appropriate grace period, usually four weeks, for the event of delays to the delivery.

(c) Remmers reserves the right to correct and punctual self-delivery.

(d) The day of delivery shall be the day on which the goods leave the factory or a warehouse and, if this day cannot be determined, the day on which they are made available to the customer.

(e) Liability for consequential damages as a result of missed delivery deadlines shall be limited to three times the freight costs.

(f) Goods shall only be delivered against acknowledged confirmation of receipt.

3. Delivery terms

a) Presentations of goods by Remmers are non-binding in terms of price, quantity and delivery options.

b) Orders or purchase orders placed by the customer shall be understood to be offers to Remmers that only become binding upon provision of printed confirmation (including in the form of an invoice or delivery note) or upon confirmation in text form.

c) As a general rule, only full packaging units shall be offered.

d) Delivery delays / force majeure

(a) Force majeure is an external, unforeseeable event that cannot be averted, or cannot be averted in time, even through the exercising of reasonably expected due diligence and the use of technically and economically reasonable means. Force majeure includes in particular: natural disasters, fire damage, floods, acts of terrorism, war and other military conflicts, mobilisation, civil unrest, blockades, power outages, unforeseeable shortfall in personnel, energy, raw materials or auxiliary materials, telecommunications failures, disruptions to traffic or deliveries, strikes/lockouts and other forms of industrial unrest, as long as the lockout is legal, or legal provisions or measures by the government or by courts or authorities (regardless of their legitimacy), seizure, embargo, epidemics, infectious diseases, pandemics (according to the WHO classification) or other circumstances which are unforeseeable, serious and not attributable to the contracting parties and which occur after this contract is concluded, or other hindrances beyond the control of Remmers which reduce, delay, prevent or make unreasonable production, shipment, acceptance or use, which shall release the affected party from the obligation of delivery and acceptance for the duration and extent of the disruption. In the case of force majeure incidents which significantly impair the ability of Remmers to perform the contractual service, or which temporarily prevent or make impossible the normal execution of the contract, Remmers shall not be liable for the resulting damages due to delay.

(b) If delivery and/or acceptance is delayed by more than eight weeks due to the disruption, both parties are entitled to withdraw from the contract.

(c) In the event of partial or complete loss of its own sources of supply, Remmers shall not be obligated to source goods from external suppliers.

(d) In such cases, Remmers shall be authorised to distribute the available quantities of goods, taking into account its own needs.

e) If the customer is a contractor, the following shall apply in addition:

(a) Unloading shall be the customer’s responsibility.

(b) If goods are delivered in return containers, these must be returned within 90 days following receipt of the delivery, empty and freight paid, or else they will be billed for at the replacement price.

(c) The customer shall be liable for any damage he causes to the return containers.

(d) Single-use packaging shall not be taken back.

(e) Euro-pallets that are not exchanged shall be billed at €9.

(f) The shipping method and route shall be selected by Remmers, with no responsibility for the cheapest shipping.

(g) Goods shall be delivered ex works or from the distribution warehouse unless otherwise agreed (EXW, INCOTERMS 2020).

(h) Additional costs resulting from specific shipment requirements of the customer shall be borne by the latter.

(i) This shall also apply to any increases in shipping rates after conclusion of the contract, any additional costs for diversion, storage costs etc., where delivery freight paid has not been agreed.

4. Risk assumption

a) If the customer is a consumer:

The risk of accidental loss or accidental impairment of the purchased item, with the exception of cases of force majeure, shall only be transferred to the customer upon handover of the item, including in the case of a sale involving the carriage of goods, regardless of the shipment type chosen.

b) If the customer is a contractor:

The risk of destruction, loss or damage of the goods shall be transferred to the customer upon dispatch of the goods or, in cases of collection by the customer, upon preparation of the goods for this.

5. Special colours

a) Special colours shall be calculated upon request.

b) They are produced on an individual basis and cannot be returned. Consumers have no right of withdrawal in this respect.

c) Colour complaints relating to special colours shall only be acknowledged by Remmers if a trial coating was applied before use on the final surface and this was submitted to Remmers in order to remedy the defects. Colour defect complaints submitted after application unfortunately cannot be acknowledged by Remmers.

6. Payment conditions

a) The prices in place at the time of the order shall apply. Where postage and packaging costs are due, they shall be charged in addition and the customer shall be informed of them in good time. Remmers shall prepare an invoice for the customer which shall be sent to the latter in text form with/after delivery of the goods.

b) Remmers is entitled to provide deliveries or services to contractors only against pre-payment or a security deposit.

c) Payment shall be due 30 days after the invoicing date.

d) If, after placement of the order or delivery of the goods, Remmers becomes aware of facts that indicate that the customer is in an unfavourable financial situation, Remmers is entitled to withdraw from the contract or to request immediate payment or a suitable security deposit.

e) In the event of delayed payment, Remmers may charge standard bank interest rates as compensation for the delay starting from the due date of the invoice without the need to issue an explicit notice of default.

7. Reservation of ownership

a) If the customer is a consumer:

(a) All deliveries are subject to reservation of ownership.

(b) The delivered goods shall remain the property of Remmers until the purchase price has been paid in full.

b) If the customer is a contractor:

(a) Remmers shall reserve ownership of the delivered goods as long as Remmers is still entitled to claims arising from the present or future business relationship with the customer.

(b) The customer is authorised to avail itself of the goods under the ownership of Remmers in the proper course of business as long as it meets its obligations arising from the business relationship with Remmers on time.

(c) Where goods are processed by the customer, Remmers is deemed to be the manufacturer and shall acquire ownership of the newly created goods.

(d) Where goods are processed in combination with other materials, Remmers shall acquire co-ownership based on the invoice value of the Remmers goods in relation to that of the other materials.

(e) Where Remmers goods are combined or mixed with other material belonging to the customer and the latter is deemed to be the main constituent, co-ownership of the goods shall be transferred to Remmers on the basis of the ratio of the invoice value of the goods to the market value of the main constituent.

(f) In such cases, the customer shall act as a custodian.

(g) In the case of payment default on the part of the customer, Remmers shall be entitled to demand the temporary return of the goods owned by Remmers at the customer’s expense, even without exercising its right to withdrawal or setting a grace period.

(h) The customer hereby assigns to Remmers all claims arising from the sale of goods to which Remmers is entitled to ownership rights to the extent of Remmers’ ownership interest in the sold goods as security.

(i) Upon the request of Remmers, the customer shall provide all the necessary information on the stock of goods owned by Remmers and the claims assigned to Remmers, as well as informing its buyers of the assignment.

(j) Should the value of the securities exceed the value of Remmers’ claims by more than 25 per cent, Remmers shall release securities of its own choice at the customer's request.

(k) In cases of disputes relating to claims and the engagement of lawyers by Remmers, the collection fees shall be borne by the customer in the event of debt collection.

8. Right of withdrawal

If the customer is a consumer: In the case of a distance selling transaction (in particular via fax, email, phone or social media), you have the right (apart from in the case of special colours) to withdraw from this contract within fourteen days without needing to state a reason for doing so. The withdrawal period is fourteen days starting from the day on which you or a third party nominated by you who is not the carrier takes possession of the goods.

If the goods are delivered in multiple part-shipments or units, the withdrawal period shall begin on the day on which you or a third party nominated by you who is not the carrier takes possession of the last part-shipment or the last unit.

In the case of a contract covering multiple goods that you ordered under a single purchase order and that are delivered separately, the withdrawal period shall begin on the day on which you or a third party nominated by you who is not the carrier takes possession of the final goods.
To exercise your right of withdrawal, you must inform us

Remmers GmbH

Bernhard-Remmers-Str. 13

49624 Löningen, Germany

Phone: 05432 83-0

Fax: 05432 3985

Email: info@remmers.de

of your decision to withdraw from the contract by means of a clear declaration (e.g. in a letter sent in the mail, via fax or via email). You can use the enclosed withdrawal form template to do this. However, this is not obligatory.

In order to comply with the withdrawal period, it is sufficient for you to send the notification of your exercising of the right of withdrawal before the expiry of the withdrawal period.

Consequences of withdrawal
If you withdraw from this contract, we shall repay to you all payments that we have received from you, including delivery costs (apart from additional costs that arise if you have specified a different type of delivery to the lowest-cost standard delivery offered by us), without delay and in any case no later than within fourteen days from the day on which we received the notification of your withdrawal from this contract. We shall use the same payment method to make this refund that you used for the original transaction unless alternative arrangements were explicitly agreed with you; you shall not be charged for this refund in any case.

We may refuse to refund you until the goods have been returned to us or until you have provided us with proof that you have returned them, whichever is earlier.

You must return or hand over the goods to us immediately and in any case no later than fourteen days after the day on which you informed us of your withdrawal from this contract. This period shall be deemed to have been observed if you dispatch the goods before the expiry of the fourteen-day period. We shall bear the costs of returning the goods.

You shall be liable for any depreciation in the value of the goods only if this depreciation is due to handling of the goods that is not necessary in order to inspect its condition, properties and functionality.

Withdrawal form template
If you wish to withdraw from the contract, please fill out this form and return it.

To
Remmers GmbH

Bernhard-Remmers-Str. 13

49624 Löningen, Germany

Fax: 05432 3985

Email: info@remmers.de

I/we (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*):

______________________________________________

Purchased on (*): / received on (*):


______________________________________________
Name of consumer(s)

______________________________________________
Address of the consumer(s)

______________________________________________
Signature of the consumer(s) (only if submitted in paper form)

Date

______________________________
(*) Delete as applicable

9. Warranty

a) If the customer is a consumer:

(a) Statutory liability for defects exists; the statutory periods apply in this respect.

(b) Remmers shall deliver the goods in accordance with the applicable product descriptions. Unless otherwise agreed in writing, samples of Remmers products shall be regarded as an approximate indication of the quality of the goods. Product descriptions and samples shall only be considered to be guaranteed characteristics if they have been explicitly denoted as such.

(c) Remmers shall be liable in cases of wilful intent or gross negligence on the part of Remmers or a representative or vicarious agent and in cases of culpable injury to life, limb or health in accordance with the statutory provisions. Otherwise, Remmers shall only be liable in accordance with the Product Liability Act, for culpable breach of essential contractual obligations or insofar as Remmers fraudulently concealed the defect or assumed a guarantee for the quality of the delivery item. However, the claims for damages arising from the culpable breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless another of the cases listed in sentence 1 or sentence 2 also applies.

(d) The provisions of the preceding paragraph shall apply to all claims for damages (in particular for damages in addition to performance and damages in lieu of performance), irrespective of the legal basis, in particular for defects, the breach of duties arising from the contractual obligation or tort.

(e) A change in the burden of proof to the disadvantage of the customer is not associated with the above provision.

(f) Excluded from the limitations under this section are claims arising from wilful intent and gross negligence and claims for compensation for damage to life, limb or health, or arising from product liability.

b) If the customer is a contractor:

(a) Remmers shall deliver the goods in accordance with the applicable product descriptions. Unless otherwise agreed in writing, samples of Remmers products shall be regarded as an approximate indication of the quality of the goods. Product descriptions and samples shall only be considered to be guaranteed characteristics if they have been explicitly denoted as such. Deviations from product details are permitted as long as they are minor or are unavoidable despite all due care being taken.

(b) Where legally permitted, the warranty period shall be one year from delivery or, if acceptance is required, from acceptance. However, this does not apply to items to which section 438(1)(2) of the German Civil Code applies.

(c) The delivered items must be inspected carefully by the customer or by the third party nominated by the customer immediately after delivery. Section 377 of the German Commercial Code applies in this regard.

(d) The delivery item about which a complaint has been made shall be returned to Remmers freight paid upon Remmers’ request.

(e) If the complaint is justified, Remmers shall reimburse the cost of the lowest-price shipping option; this does not apply to increased costs as a result of the delivery item being located at a place other than the location of intended use.

(f) In the event of material defects in the delivered articles, Remmers shall be obligated and entitled to choose, within a reasonable period of time, either to remedy the defect or to deliver a replacement. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay in repair or replacement, the customer may withdraw from the contract or reduce the purchase price accordingly.

(g) In the event of defects in components from other manufacturers which Remmers is unable to remedy for licensing reasons or other factual grounds, Remmers may choose either to assert its own warranty claims against the manufacturers and suppliers for the account of the customer or to assign them to the customer.

(h) Warranty claims against Remmers for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions if the judicial enforcement of the above-mentioned claims against the manufacturer and supplier has been unsuccessful or is futile, for example due to insolvency.

(i) Any delivery of used articles agreed with the customer shall be made to the exclusion of any warranty.

(j) Remmers shall only be liable for compensation for consequential damage caused by a defect if Remmers has (co-)responsibility for the occurrence of the defect through intentional or grossly negligent conduct.

(k) Claims for damages by the customer arising from the breach of contractual ancillary obligations by Remmers shall be excluded.

(l) In the event of entrepreneur recourse within the meaning of sections 478 and 479 of the German Civil Code, it shall be assumed that no defects existed at the time of the transfer of risk to the customer if the customer inspected the goods in accordance with this clause, but did not report any defects, unless this assumption is incompatible with the nature of the goods or the defect. Remmers shall be entitled to reject any recourse claims made by the customer with the exception of claims for new delivery of the goods, provided that Remmers grants the customer equivalent compensation for the exclusion of its rights. Remmers shall only be liable for compensation for consequential damage caused by a defect if Remmers has (co-)responsibility for the occurrence of the defect through intentional or grossly negligent conduct.

(m) Any further compensation claims of the customer against Remmers and its employees, workers, staff, representatives and vicarious agents, regardless of the legal basis, are excluded, in particular any claim for compensation for damage which has not occurred to the delivered goods themselves (i.e. indirect and unforeseeable damage, loss of production and use, loss of profit, loss of savings and financial loss due to claims by third parties).

(n) Excluded from the limitations under this section are claims arising from wilful intent and gross negligence and claims for compensation for damage to life, limb or health, or arising from product liability.

10. Obligations arising from European and German chemical laws

a) Remmers guarantees that the delivered goods satisfy all of the relevant requirements arising from European and German chemical laws at the time of delivery. This includes in particular the correct labelling and packaging of goods.

b) For its part, Remmers hands over the goods to the customer on condition that the customer is aware of and complies with all his obligations arising from chemical laws (in particular, but not restricted to, the REACH Regulation (Regulation (EC) No 1907/2006), the CLP Regulation (Regulation (EC) No 1272/2008) and the Biocides Regulation (Regulation (EU) No 528/2012)). Evaluation of the safe use of hazardous substances by or on behalf of the customer is the sole responsibility of the customer. Resale by the customer shall only take place in compliance with the special obligations associated therewith by this customer and shall be excluded in principle in the case of hazardous substances that are subject to the German Regulation on Prohibited Chemicals (ChemVerbotsV) or a relevant restriction in accordance with Annex VII of the REACH Regulation or the Biocides Regulation.

c) Should delivered goods become subject to new restrictions on use or marketability as a result of changes to chemicals legislation that only come into force after the delivery, the customer shall bear sole responsibility for observing these new restrictions. Such new restrictions are not part of the product descriptions promised by Remmers at the time of purchase of the goods.

11. Technical advice

a) Remmers provides technical advice to the best of its knowledge based on its own research and experience.

b) However, all details and information relating to the suitability and application of Remmers products are non-binding and do not release the customer from the obligation to carry out his own inspections and trials.

c) In addition, the observation of processing instructions shall not be rendered dispensable by this provision of advice.

d) The customer shall be responsible for complying with legal and official regulations when using Remmers products.

e) If the technical advice given by field representatives or factory personnel deviates from the content of printed instructions (processing guidelines and Technical Data Sheets) provided by Remmers, this advice shall only be binding for Remmers if it has been confirmed in writing by Remmers.

12. Goodwill

a) Where the customer has purchased or accepted too many goods and materials, returns shall not be accepted as a rule.

b) In very particular exceptional cases, Remmers goods may be returned if explicit written permission has been provided.

c) If the goods are returned within 3 months of delivery, a deduction of 15% of the previous net price will be applied.

d) If the goods are returned between 3 and 6 months following delivery, a deduction of 25% of the previous net price will be applied.

e) Goods shall not be accepted for return after more than 6 months or if there is no longer sufficient time remaining until the expiration date.

f) The delivery date is the date on the delivery note.

13. Data protection

In connection with the processing of the order, Remmers saves personal data within the meaning of the German Federal Data Protection Act (new BDSG) and the European General Data Protection Regulation (GDPR) and uses this data exclusively in the pursuit of its business interests.

The privacy policy is available to read online at https://www.remmers.com/de/datenschutz.

14. Final provisions

a) Ancillary agreements, assurances, amendments or supplements to the contract require confirmation in text form by Remmers.

b) Should individual provisions of these T&Cs or other contractual agreements be invalid in whole or in part, the remaining provisions shall remain valid.

c) If the customer is a contractor, the contracting parties shall agree on another effective provision in place of the invalid provision which comes as close as possible to the economic intent of the invalid provision.

d) The provisions of the UN Sales Convention do not apply.

e) If the customer is a contractor, the place of performance for delivery and payment and the place of jurisdiction is the registered office of Remmers.

f) However, Remmers may also bring legal action against the customer at his place of jurisdiction.

g) The European Commission provides a platform for online dispute resolution (ODR) at ec.europa.eu/consumers/odr. Remmers is not obliged or willing to participate in any dispute resolution procedure before a consumer redress body.

h) The law of the Federal Republic of Germany shall apply. Only the German version is legally binding.

Valid as of 1 October 2020