General Terms and Conditions of NORRES North America, Inc.

Our deliveries, services, and offers are made exclusively on the basis of these General Terms and Conditions ("GTC"). These GTC are available at www.norres-baggerman.com/de/agb/general-terms-and-conditions-of-norres-north-america-inc. These GTC are deemed to be accepted at the latest upon receipt of the goods or services.
We do not recognize any differing or contrary terms and conditions of the customer, unless we have expressly agreed to their validity in writing. Our GTC shall also apply if we carry out the delivery to the customer without reservation, despite being aware of terms and conditions of the customer that conflict with or deviate from our GTC.

§ 2 Offer and conclusion of contract

Our offers are subject to change and non-binding. Declarations of acceptance and all orders require our written confirmation to be legally valid.
Our sales staff are not authorized to make verbal side agreements or give verbal assurances that go beyond the content of the written contract.
Technical specifications, e.g., dimensions, weights, and performance data, as well as drawings and illustrations, are non-binding unless expressly agreed in writing and confirmed as binding.

§ 3 Prices and acceptance

Unless otherwise stated, we are bound by the prices contained in our offers for 30 days from the offering date. The prices stated in our order confirmation are relevant. Additional deliveries and services will be charged separately.
Statutory VAT is not included in our prices; it will be shown separately on the invoice at the statutory rate on the date of invoicing.
Unless otherwise agreed, prices are ex works from the respective plant.
We are entitled to make partial deliveries at any time. In the case of custom-made goods, excess and short deliveries of up to 10% of the agreed quantities as well as deliveries of sub-lengths are permissible.

§ 4 Delivery and performance time

Delivery periods or delivery dates are only considered to be approximate. Fixed delivery dates require our express written confirmation.
Force majeure or operational disruptions occurring at the seller's or its suppliers' premises which temporarily prevent the seller, through no fault of its own, from delivering the purchased item on the agreed date or within the agreed period shall alter the contractually agreed delivery periods or delivery dates by the duration of the performance disruptions caused by these circumstances. We shall not be liable for delays in delivery and performance for which we are not responsible. The contract is concluded subject to correct and timely delivery by our suppliers. In the event that delivery or performance is not possible because our supplier fails to meet its delivery obligation, we shall be entitled to withdraw from the contract.
If the delay in delivery is due to gross negligence or intentional breach of contract or culpable breach of a material contractual obligation, we shall be liable in accordance with the statutory provisions. However, except in cases of intentional breach of contract, this liability shall be limited to the foreseeable, typically occurring damage.

§ 5 Transfer of risk

The risk shall pass to the purchaser as soon as the shipment has been handed over to the person carrying out the transport or has left our warehouse for the purpose of shipment. If shipment is not possible for reasons for which we are not responsible, the risk shall pass to the purchaser upon notification of readiness for shipment.

§ 6 Liability for defects

The purchaser's rights in respect of defects are subject to the fact that the purchaser inspects the goods upon delivery and complains about any recognizable defects. The notice of defects must be submitted to us in writing within 2 weeks of delivery at the latest. This period also applies to hidden defects at the time of delivery, unless the defects could not be detected even by reasonable inspection. If a hidden defect becomes apparent later, the complaint must be made immediately after discovery.
If the product delivered by us is defective, the purchaser is primarily entitled to subsequent performance, but with the proviso that we have the right to choose the type of subsequent performance.
If we choose to remedy the defect, we may demand that a) the defective product be sent to us for repair and subsequent return to the place of performance at our expense or b) the purchaser keeps the defective items available for inspection and, if necessary, for repair by us or by a third party commissioned by us. The repair shall only be deemed to have failed if the second attempt at repair has been unsuccessful.
Our liability shall only apply in the event of a breach of essential contractual obligations and shall be limited to the typical damage foreseeable at the time of conclusion of the contract. This limitation shall not apply in the event of injury to life, limb, or health. No liability shall be accepted for damage caused by a defect in the purchased item that is slightly negligent.
Claims for defects shall become time-barred within one year, with the exception of our liability for intent. The period shall commence on the date of delivery (delivery date).
Our products are subject to wear and tear, which, depending on their use, may lead to functional impairments even within the one-year period specified in Section 5 above. Such wear-related degradations therefore do not constitute grounds for claims for liability for defects against us, even if they occur within one year of delivery.

§ 7 Total liability

Any liability for damages beyond that provided for in Section 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty, or tortious claims for compensation for property damage.
Liability for culpable injury to life, limb, or health remains unaffected. This also applies to liability based on intentional or grossly negligent conduct and to mandatory liability under the Act on Liability for Defective Products.

§ 8 Retention of title

Until all claims (including all balance claims from current accounts) to which we are entitled against the purchaser now or in the future for any legal reason have been satisfied, we shall be granted the following securities:

The goods remain our property. Processing or transformation is always carried out for us as the manufacturer, but without any obligation on our part.
The purchaser is entitled to process and sell the goods subject to retention of title in the ordinary course of business, provided that the purchaser is not in default. Pledging or chattel mortgage is not permitted. The purchaser hereby assigns to us in full, by way of security, all claims arising from the resale or any other legal basis (insurance, tort) in relation to the goods subject to retention of title (including all balance claims from current accounts). We revocably authorize the purchaser to collect the claims assigned to us for our account in its own name. This collection authorization can only be revoked if the purchaser does not properly meet its payment obligations.
In the event of access by third parties to the goods subject to retention of title, the purchaser shall indicate our ownership and notify us immediately.
In the event of conduct by the purchaser in breach of contract—in particular default in payment—we shall be entitled to take back the goods subject to retention of title or, if necessary, to demand assignment of the purchaser 's claims for surrender against third parties. The taking back or seizure of the goods subject to retention of title by us shall not constitute a withdrawal from the contract.

§ 9 Payment

Unless otherwise agreed, our invoices are payable 30 days after the invoice date.
We are entitled to offset payments against the purchaser's older debts first, despite any provisions of the purchaser to the contrary. If costs and interest have already been incurred, we are entitled to offset the payment first against the costs, then against the interest and finally against the principal performance.
A payment shall only be deemed to have been made when we have access to the amount.
If the purchaser is in default, we are entitled to charge interest at a rate of 9 percentage points above the base rate from the date of default.
The purchaser is only entitled to offset if the counterclaims have been legally established or are undisputed.

§ 10 Applicable law, place of jurisdiction; ancillary agreements

These GTC and all legal relationships between the purchaser and us are governed by the laws of the State of Indiana, USA, excluding the conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
South Bend (IN) shall be the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship.
Ancillary agreements, amendments, and supplements to these GTC must be made in writing.