IAB Cleanroom Products GmbH 

General terms and conditions of sale and delivery 
These general terms and conditions are valid as of 01.01.2024. 

 1. Scope of application 

1.1 The following General Terms and Conditions of Sale and Delivery (hereinafter also referred to as "GTCS") shall apply exclusively to all our deliveries, services, offers, orders and order acceptances. 

1.2 These GTSD apply in particular to contracts for the sale and delivery of movable goods, regardless of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 651 BGB). These GCSD shall also apply in their respective version as a framework agreement for future contracts for the sale and delivery of movable goods with you, without us having to refer to them again in each individual case. 

1.3. deviating terms and conditions of the customer (hereinafter also: "Buyer"), which we do not expressly recognise in writing, are not binding for us, even if we do not expressly object to them or have not objected to them. These GTCS shall also apply in particular if we carry out the delivery to the Buyer without reservation in the knowledge that the Buyer's terms and conditions conflict with or deviate from these GTCS or if we refer to a letter that contains or refers to the Buyer's or a third party's general terms and conditions. 

1.4. the GCS apply to all customers who are entrepreneurs (§ 14 BGB), a legal entity under public law or a special fund under public law. We do not conclude contracts with consumers (§ 13 BGB). 

 2. Offers, conclusion of contract 

2.1. the contract is concluded when we confirm the customer's order, hand over the goods or dispatch them. 
2.2. the obligations in electronic business transactions pursuant to § 312i para. 1 sentence 1 no. 2 BGB are excluded. 
2.3. we reserve all copyrights and property rights to offer documents, drawings, descriptions, samples and cost estimates. They may not be passed on, published, reproduced or otherwise made accessible to third parties without our express written authorisation. Upon request, documents and data carriers must be returned without retaining copies. 
2.4 With the exception of managing directors or authorised signatories, our employees are not entitled to make verbal agreements that deviate from these GTSD. This applies in particular to the assumption of guarantees. 
2.5. unless otherwise agreed, the Incoterms 2020, including the supplements valid at the time of conclusion of the contract, shall apply to the interpretation of the customary forms of contract. 

3. Delivery and transfer of risk, call-off orders, force majeure 

3.1. we shall not be liable for force majeure or other events beyond our control which were unforeseeable for us at the time of conclusion of the contract and which temporarily prevent us or our suppliers from delivering through no fault of our own (e.g. Strike, lockout, operational disruptions, labour shortages, weather conditions or traffic disruptions, difficulties or delays in the supply of raw materials, energy or machinery, war, pandemics, acts of violence by third parties against persons or property or sovereign interventions or orders, including monetary or trade policy measures). If such events temporarily prevent us from delivering the purchased item on the agreed date or within the agreed period, they shall release us from our delivery obligation for the duration of the disruption - even during an existing delay. This shall also apply if we do not receive the necessary third-party authorisations for the execution of deliveries in good time. In the event of hindrances of a temporary duration, the delivery and performance deadlines shall be extended or the delivery and performance deadlines shall be postponed plus a reasonable start-up period. If such events make delivery or performance impossible or significantly more difficult for us and the hindrance is not only of a temporary nature, i.e. of more than 90 days, either party may withdraw from the contract. If the buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by giving us immediate written notice. The delivery periods shall be extended accordingly if the customer does not fulfil any obligations to cooperate. 

3.2. delivery shall be made ex warehouse or - in the case of drop shipments - from the supplying plant, where the place of fulfilment is also located. At the customer's request and expense, the goods shall be dispatched to another destination (sale to destination). Unless otherwise agreed, we shall be entitled to determine the type of dispatch (in particular transport company, dispatch route, packaging) ourselves. We shall only provide insurance at the instruction and expense of the Buyer. 

3.3. the risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by despatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the customer upon delivery of the goods to the forwarding agent, carrier or other person or institution designated to carry out the despatch. If the customer is in default of acceptance, this shall be deemed equivalent to handover. 

3.4. international delivery by us shall be EXW Braunschweig, INCOTEMRS 2020, unless expressly agreed otherwise. 

3.5. in the case of call-off orders, we shall be entitled to manufacture the entire order quantity or have it manufactured. Any change requests can no longer be taken into account after the order has been placed, unless this has been expressly agreed. Call-off dates and quantities can only be adhered to within the scope of our delivery or production possibilities, unless firm agreements have been made. If the goods are not called off in accordance with the contract, we shall be entitled to invoice them as delivered after a reasonable grace period has expired. 

3.6. we are entitled to make partial deliveries within the agreed delivery and performance times if the partial delivery can be used by the buyer within the scope of the contractual intended purpose, the delivery of the remaining ordered goods is ensured and the buyer does not incur any significant additional expenses as a result, unless we declare our willingness to bear these costs. 

4. Prices and shipping costs, small orders 

4.1. unless otherwise agreed in individual cases, our current list prices at the time of conclusion of the contract shall apply, ex works, plus packaging and statutory VAT. 

4.2. unless otherwise agreed, the customer shall bear the transport costs, the costs of any desired transport insurance, any customs duties and other public charges in the case of sale to destination (Clause 3.2).
4.3. for orders with a value of less than € 100.00 we charge a surcharge of € 6.00 for small quantities. 

4.4. an additional surcharge of € 5.00 will be charged for the dispatch of hazardous goods. 

5. Payment and invoicing 

5.1. unless otherwise agreed, the purchase price is due and payable within 10 days with 2% discount, within 30 days net from the date of performance and invoicing. The date of receipt by us shall be decisive for the date of payment.

5.2. upon expiry of an agreed payment period, the customer shall be in default if he is responsible for the delay. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to claim further damages caused by default. The claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected. 

5.3. the defence of uncertainty according to § 321 BGB remains unaffected. If the defence is raised, we shall also be entitled to declare due all claims from the current business relationship with the Buyer that are not time-barred and to revoke the collection authorisation in accordance with Clause 10.4.c). In the event of default of payment, we shall also be entitled to demand the return of the goods after the expiry of a reasonable grace period and to prohibit the resale and further processing of delivered goods. Taking back the goods does not constitute cancellation of the contract. The buyer can avert all these legal consequences by making payment or providing security in the amount of our jeopardised payment claim. The provisions of the Insolvency Code remain unaffected by the above regulations. 

5.(4) An agreed discount shall always relate only to the invoice value excluding freight and presupposes the full settlement of all due liabilities of the Buyer at the time of the discount. 

5.5. the buyer may only offset our claims or assert a right of retention if his counterclaim is undisputed or has been legally established; otherwise, he may only assert a right of retention insofar as it is based on claims arising from the purchase contract. Offsetting against claims of a group company of the buyer is excluded in any case. 

5.6. notwithstanding any provisions of the Buyer to the contrary, we shall also be entitled to initially offset his payments against his older debts. If costs and interest have already been incurred, we shall be entitled to offset the Buyer's payments first against the costs, then against the interest and finally against the principal claim.

5.7 The rights and obligations arising from the contracts concluded with us may not be transferred by the customer to a third party without our consent. 

5.8. if an assignment made without our consent in accordance with § 354a HGB is nevertheless effective, this shall not affect our right to offset any counterclaims against the customer (existing creditor). 

6. Right of return 

6.1. within 14 days of receipt of the goods, the customer may return them to us free of shipping costs in saleable condition, provided they are shoes or items from our normal stock. 

6.2. the customer will receive a credit note from us less a storage fee of 5% of the net value of the goods, but at least less €5.00. 

6.3. there is no right of return for customised products and special procurements. 

7. Warranty 

7.1. the buyer must carefully inspect the goods delivered by us immediately after delivery to the buyer or to the third party designated by him. The goods delivered by us shall be deemed to have been approved if we have not been notified in writing of any obvious defects or other defects which were recognisable during an immediate, prompt inspection within 7 working days of delivery of the goods or otherwise within 7 working days of discovery of the defect or any earlier point in time at which the defect was recognisable to the Buyer during normal use of the goods without closer inspection. At our request, the rejected goods must be returned to us so that we can inspect them. If the notice of defects proves to be unfounded, the Buyer shall be obliged to reimburse us for the expenses incurred for the inspection, unless he is not responsible for the unfounded notice of defects. If the complaint is justified, we shall reimburse the costs of the most favourable shipping method. The latter shall not apply if the costs increase because the goods are located at a place other than the place of intended use and this results in disproportionate costs for us. 

7.2. in the event of material defects in the goods delivered by us, we shall be obliged and entitled, at our discretion and within a reasonable period of time, either to remedy the defect (rectification of defects) or to deliver a defect-free item (replacement delivery). Our right to refuse the chosen type of subsequent fulfilment under the statutory conditions remains unaffected. The Buyer may only withdraw from the contract or reduce the purchase price appropriately if the subsequent fulfilment has failed or if a reasonable deadline to be set by the Buyer for the subsequent fulfilment has expired unsuccessfully or is dispensable according to the statutory provisions. Subsequent fulfilment has failed if two attempts at subsequent fulfilment have been unsuccessful or subsequent fulfilment is impossible or unreasonable for the Buyer. 

7.(3) The rights of the Buyer listed in Clauses 7.1 and 7.2 shall be excluded in the event of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use or due to special external influences which are not assumed under the contract. They are also excluded for defects resulting from the documents submitted by the buyer (drawings, samples, etc.), unless the defect is also due to circumstances for which we are responsible. This also applies in particular to the function of items that were manufactured according to the buyer's design or design documents submitted by the buyer. 

7.4. claims of the buyer for damages or reimbursement of futile expenses based on a breach of duty for which we are responsible shall only exist in accordance with clause 8 and are otherwise excluded. 

7.5. the buyer may not assign claims for defects. 

7.6. if a consumer or an entrepreneur asserts a claim against the buyer by way of recourse due to a defect in the goods, the buyer must notify us immediately. Recourse against us is only possible to the extent that the Buyer is entitled to warranty claims for defects against us in accordance with these General Terms and Conditions. If a claim is made against the buyer by his customer on the basis of provisions that deviate from the aforementioned warranty provisions, or if he takes back goods as a gesture of goodwill, these agreements shall apply exclusively in the relationship between the buyer and his customer; recourse against us is not possible in this respect. 7. 

7.7. we only provide a guarantee for the delivered goods if this has been expressly stated in the product description for the respective article. 

8. Liability for damages 

8.1. our non-contractual liability and liability for breaches of duty is limited to intent and gross negligence. This does not apply to damages resulting from injury to life, body or health of the user, which are based on a negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user. In this respect, we shall be liable for any type of fault. 

8.2. in the event of damages arising from the negligent breach of a material contractual obligation, we shall be liable to the amount of the foreseeable risk typical for the contract. Material contractual obligations are those that make the proper fulfilment of the contract possible in the first place and whose breach jeopardises the achievement of the purpose of the contract. 

8.3. any liability under the Product Liability Act remains unaffected. 

8.4. any further liability for damages other than that provided for in clauses 8.1. to 8.3. is excluded, regardless of the legal nature of the claim asserted. This also applies in particular to claims for damages arising from culpa in contrahendo pursuant to § 311 para. 3 BGB, positive breach of contract pursuant to § 280 BGB or tortious claims pursuant to § 823 BGB. 

8.5. to the extent that our liability for damages vis-à-vis the Buyer is excluded or limited pursuant to Sections 8.1. to 8.4. above, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents. 

9. Limitation period 

9.1. claims of the buyer due to material defects and defects of title in the goods delivered by us or due to services rendered by us in breach of duty - including claims for damages and claims for reimbursement of futile expenses - shall become statute-barred within one year from the statutory commencement of the limitation period, unless otherwise provided for in the following provisions. 

9.2. the above provisions shall not apply to the limitation period for claims due to injury to life, limb or health or to the limitation period for claims under the Product Liability Act. Also unaffected are special statutory provisions for claims in rem for restitution by third parties (§ 438 Para. 1 No. 1 BGB), in the event of fraudulent intent on the part of the seller (§ 438 Para. 3 BGB) and for claims in supplier recourse in the event of final delivery to a consumer (§ 479 BGB). In these cases, the statutory limitation periods shall apply to the limitation of these claims. 

10. Retention of title 

10.1. we reserve title to the goods sold until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims). 

10.2. the goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The customer must inform us immediately in text form if an application is made to open insolvency proceedings or if third parties seize the goods belonging to us. 

10.3. in the event of behaviour in breach of contract by the customer, in particular non-payment of the purchase price due, we shall be entitled to withdraw from the contract in accordance with the statutory provisions and to demand the return of the goods on the basis of the retention of title and the withdrawal. If the customer does not pay the purchase price due, we may only assert these rights if we have previously set the customer a reasonable deadline for payment without success or if setting such a deadline is dispensable according to the statutory provisions. 

10.4 The customer is authorised to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition: 

a) The retention of title shall extend to the full value of the products created by processing, mixing or combining the goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title. 

b) The customer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in total or in the amount of any co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer stated in Clause 10.2 shall also apply with regard to the assigned claims. 

c) The customer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the customer fulfils his payment obligations towards us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in the customer's ability to pay. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. 

d) If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request. 

11. Final provisions 

11.1. the contractual language is German. All correspondence and all other records and documents shall be drawn up in German. Insofar as the contracting parties also use another contractual language, the German wording and German versions of contractual documents shall take precedence. 

11.2. contract amendments or cancellations must be made in writing. This also applies to agreements on the cancellation of this written form requirement. The precedence of individual agreements remains unaffected. 

11.(3) If the customer is domiciled outside Germany, German substantive law shall apply to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG). 

11.4. the place of fulfilment for all obligations arising from the contractual relationship shall be the registered office of our company in Braunschweig (Germany), unless expressly agreed otherwise. This is also the place of fulfilment and delivery within the meaning of Art. 7 No. 1 lit. b) Brussels Ia Regulation. 

11.5. the exclusive place of jurisdiction for contracts with merchants within the meaning of the German Commercial Code, legal entities under public law or special funds under public law shall be the court responsible for Braunschweig. The same applies if the customer does not have a general place of jurisdiction in Germany or if the customer to be sued moves his domicile or usual place of residence abroad after conclusion of the contract or if his domicile or usual place of residence is not known at the time the action is filed. We are also entitled to bring an action at the customer's place of business.