General Terms and Conditions (GTC)

Sales, Delivery, and Payment Conditions of SPEIDEL REPLICARS GmbH, 72131 Ofterdingen

I. Applicability of Conditions

1. Deliveries, services, and offers of SPEIDEL REPLICARS GmbH – hereinafter referred to as the "Seller" – are made exclusively on the basis of the following terms and conditions. These also apply to all future business relationships, even if they are not expressly agreed upon again. Acceptance of goods or services shall be deemed as acceptance of these conditions. Any purchaser's counter-confirmations referring to their own terms and conditions are expressly objected to.
2. Deviations from these terms and conditions are only effective if confirmed in writing by the Seller.

II. Offers

All offers from the Seller are non-binding and subject to change. All orders and agreements, such as side agreements, require written confirmation from the Seller, including orders placed through the Seller's commercial agents.

III. Prices, Packaging

1. All prices are net prices, to which the respective statutory value-added tax must be added. Additional deliveries and services will be charged separately.
2. Unless otherwise agreed, prices are ex warehouse Flörsheim, including standard packaging, without customs duties. The obligation to take back packaging according to the Packaging Ordinance is excluded.
3. If the purchaser requests special packaging or shipping methods, any additional costs incurred will be charged separately.
4. In the absence of other agreements, the purchaser must provide freight costs free of discounts.

IV. Transfer of Risk, Delivery, Acceptance

1. The risk passes to the purchaser no later than upon dispatch of the goods; this also applies if partial deliveries are made or if the Seller has undertaken other services, such as shipping costs or delivery. Upon request and at the purchaser's expense, the Seller will insure the shipment against theft, transport damage, fire, and water damage.
2. If dispatch is delayed due to circumstances attributable to the purchaser, the risk passes to the purchaser from the day of readiness for dispatch. However, the Seller is obliged, at the purchaser's request and expense, to arrange the insurance requested by the purchaser.
3. Upon the purchaser's request, the Seller will ship the goods to the location specified by the purchaser. The shipping route and method will be determined by the Seller according to practicality.
4. If delivery is made on industrial pallets, the pallets must be replaced immediately with the same number and quality or returned within 30 days of delivery free of charge, with the same number and quality. Failure to comply with this deadline will result in the pallets being invoiced to the purchaser at cost price.
5. Without prejudice to paragraph 1, the purchaser is obliged to note transport damages on the freight documents and promptly inform the Seller, including sending a copy of the freight document.

V. Delivery and Performance Time

1. The delivery and performance times stated by the Seller are subject to proper, i.e., correct and timely, self-supply.
2. Delivery and performance delays due to force majeure and events that significantly impede or make performance impossible for the Seller – including in particular strikes, lockouts, boycotts, official orders, etc., even if they occur at the Seller's suppliers or their subcontractors – the Seller is not responsible even if deadlines and dates have been agreed in writing. They entitle the Seller to postpone delivery or performance for the duration of the hindrance plus a reasonable lead time or to withdraw from the contract in whole or in part due to the unfulfilled part.
3. If hindrance lasts more than 1 month, the purchaser is entitled to withdraw from the contract regarding the unfulfilled part after a reasonable grace period. If the delivery time is extended or the Seller is released from its obligation, the purchaser cannot derive any claims for damages from this. The Seller can only invoke the aforementioned circumstances if it informs the purchaser without delay.
4. If shipment is delayed at the purchaser's request, the Seller is entitled, after setting and fruitless expiration of a reasonable deadline, to dispose of the delivery item elsewhere and deliver to the purchaser with a reasonable extended deadline.
5. The Seller is entitled to partial deliveries and partial performances to a reasonable extent.

VI. Cancellation of Orders

Cancellation of an order requires the Seller's consent. The Seller is entitled to demand a processing fee of up to 5% of the total order value, including additional costs for special requests or actual expenses incurred, without further proof of damage.

VII. Warranty

1. The warranty period is 6 months; it begins from the delivery date. Minor deviations in quality, color, and design compared to exhibition and sample pieces are reserved, provided they are customary in trade.
2. The purchaser must notify the Seller of defects immediately, but no later than 8 days after receipt of the goods, in writing. Defects that cannot be detected even with careful examination within the 8-day period must be reported to the Seller immediately upon discovery, but no later than within 3 days in writing; in any case, non-obvious defects can only be claimed within 6 months of delivery.
3. The purchaser must make the disputed goods available for inspection by a representative of the Seller.
4. In the event of a justified complaint, the Seller will provide replacement for defective goods. If replacement delivery fails after a reasonable period, the purchaser may demand, at their choice, a reduction in the purchase price or cancellation of the contract.
5. Warranty claims against the Seller are only available to the immediate purchaser and are not transferable.
6. The above paragraphs conclusively regulate warranties for the Seller's products and exclude other warranty claims of any kind. This does not apply to claims for damages from guaranteed characteristics intended to protect the purchaser against the risk of consequential damages from defects.

VIII. Retention of Title, Assignment for Security

1. Until full settlement of all claims, including all balance claims from the current account, which the Seller is entitled to for any legal reason against the purchaser now or in the future, the following securities are granted to the Seller:
   
   The goods remain the property of the Seller (reserved goods). The purchaser is authorized to sell reserved goods in the ordinary course of business as long as they are not in default. The purchaser hereby assigns to the Seller as security all claims arising from resale or any other legal reason – e.g., insurance, unlawful act – regarding the reserved goods, including all balance claims from the current account. The Seller revocably authorizes the purchaser to collect the claims assigned to the Seller for the purchaser's account in their own name. The purchaser is not authorized to dispose of the claim in any other way, e.g., by assignment. This collection authorization can only be revoked if the purchaser does not properly fulfill their payment obligations. Upon the Seller's request, the purchaser must notify their customers of the assignment. Furthermore, they must provide the Seller with the names of their customers and the amount of the assigned claims. They must also provide any information required for the enforcement of the assigned claims.
   In case of third-party access to the reserved goods, e.g., by attachment, the purchaser will point out the Seller's ownership and notify them promptly.
2. In case of the purchaser's contractual breach, particularly in case of default in payment, the Seller is entitled to reclaim the reserved goods or, if applicable, demand assignment of the purchaser's claims for surrender against third parties. The reclaiming and seizure of the reserved goods by the Seller does not constitute withdrawal from the contract.
3. Upon full payment of all claims of the Seller from the business relationship, in addition to ownership of the reserved goods, the assigned claims automatically transfer to the purchaser.
4. According to the above provisions, the Seller undertakes to release the securities (retention of title and security assignment) upon the purchaser's request to the extent that the value of the unsold reserved goods and the assigned claims sustainably exceeds the claims due to the Seller by more than 20%.

IX. Payment

1. Unless otherwise agreed, invoices of the Seller are due upon delivery of the goods. The Seller is entitled to make deliveries and provide services only against advance payment or cash on delivery, even during the term of the contract, if, in the Seller's opinion, justified doubts arise about the purchaser's solvency. This also applies if the purchaser is in arrears with an earlier delivery. If the purchaser is in default, the Seller is entitled to charge interest on arrears at the rate of 8 percentage points above the respective base rate.
2. Checks or bills of exchange are only accepted on account of performance. Discount charges, fees, and other expenses are at the purchaser's expense and are payable immediately. They are calculated from the day of the validity of the bank note or bill of exchange, including the Seller's collection fees.
3. If the purchaser defaults on payment, the Seller can declare all outstanding claims immediately due and payable without regard to previously granted payment deadlines. Furthermore, the Seller can, in this case, demand advance payments or securities for outstanding deliveries and services and withdraw from the contract after fruitless expiry of a reasonable grace period. The foregoing does not affect other statutory rights of the Seller, especially the right to withdraw from the contract and demand damages.

X. Limitation of Liability

1. The Seller's liability for slightly negligent breaches of duty is limited to the foreseeable, direct average damage according to the type of goods. This also applies to slightly negligent breaches of duty by legal representatives or vicarious agents of the Seller. The Seller is not liable for slightly negligent breaches of immaterial contractual obligations. The above limitations of liability do not affect claims of the purchaser arising from guarantees and/or product liability. They also do not apply to damage resulting from injury to life, body, or health or mandatory statutory provisions.

XI. Place of Performance, Place of Jurisdiction, Applicable Law, Final Provisions

1. Place of performance and exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is the registered office of the Seller in Flörsheim, if the purchaser is a merchant or a legal entity under public law. The Seller is also entitled to sue at the purchaser's general place of jurisdiction.
2. For the contractual relationship and all legal relations between the Seller and the purchaser, the law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
3. Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions remains unaffected. In place of the invalid provision, the relevant statutory provisions apply.

XII. Partial invalidity

1. Should a provision in the terms and conditions or a provision within the framework of other agreements be or become invalid, this shall not affect the validity of all other provisions or agreements.