GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF Streametal GbR

Status 01.02.2023

1 General Provisions, Scope of Application
1.1 These General Terms and Conditions of Sale and Delivery (hereinafter “GTCS”) govern all business relations between Streametal GbR, STRAßE PLZ ORT (hereinafter “Streametal”) and the customer. The GCS are particularly relevant for contracts concerning the sale and/or delivery of movable goods (“goods”). They are an integral part of all contracts Streametal concludes with the customer for deliveries or services. They also apply to future deliveries, services or offers of Streametal to the customer, even if they are not separately agreed again.

1.2 In addition, the GCS also regulate the exchange of information and the initiation of contracts between the customer and Streametal with regard to the deliveries and services offered by Streametal.

1.3 The GCS apply exclusively to customers who are entrepreneurs in the sense of § 14 BGB (German Civil Code), a legal entity under public law or a special fund under public law.

1.4 The GTC are exclusively valid. Deviating, conflicting or supplementary General Terms and Conditions of the customer shall only become part of the contract if and to the extent that Streametal has expressly agreed to their validity in writing, for example by e-mail or letter. This consent is required in any case, even if Streametal is aware of the customer’s terms and conditions and accepts an order.

2 Offer, Conclusion of Contract
2.1 Streametal is a reliable partner for the production of mechanical components. To request a manufacturing project from Streametal, customers have the possibility to make enquiries in writing by e-mail or fax or by telephone. In addition, Streametal offers an online platform (“Customer Platform”) on its website www.Streametal.com where customers can submit project requests.

2.2 By using the Customer Platform, the customer agrees to provide complete, accurate, current and truthful contact information when submitting a project request in the contact form.

2.3 As soon as Streametal has received the project request, it will be analysed and checked. If necessary, offers will be obtained from suppliers and partner companies. Based on the information obtained, Streametal will prepare a calculation of the expected price and delivery time of the goods (hereinafter referred to as “manufacturing information”) and communicate it to the customer. It is pointed out that the Manufacturing Information is based on offers from suppliers and partner companies of Streametal which are subject to deadlines and that the expected prices and delivery times may change after these deadlines have expired. This is usually the case after 20 working days after receipt of the manufacturing information. Therefore, subsequent orders may be subject to recalculation, especially if the customer’s information in the binding order differs from that in the project enquiry, for example with regard to the number of pieces.

2.4 When the customer orders the goods, it is a binding offer of contract. Streametal is entitled to accept the offer within 2 weeks after receipt. If there are delays in acceptance, Streametal will inform the customer immediately.

2.5 Streametal accepts orders electronically by sending an order confirmation. The order as well as the order confirmation, including these General Terms and Conditions, shall constitute the contractual framework for Streametal’s performance under the manufacturing contract.

2.6 Streametal may be authorised to commission third parties to manufacture the parts ordered by the customer under a manufacturing project without the customer’s consent being required. Streametal is not obliged to inform the customer about this.

3. duties of the customer
3.1 The customer has the obligation to provide Streametal with a complete and correct specification for the execution of the manufacturing project. Any drawings, graphics, samples and other information provided by the customer to Streametal or made available to Streametal in connection with the manufacturing project shall be correct and complete in all respects.

3.2 The customer warrants to Streametal that it is entitled to use the specifications and grants Streametal the necessary rights of use to execute the order. This also includes the transmission of the specifications to partner companies and other contractual partners used by Streametal for the performance of the contractually agreed services and deliveries.

4 Prices, terms of payment
4.1 The price stated in the manufacturing contract is binding and non-negotiable. The prices are ex works and do not include the statutory value added tax and the costs for packaging, unless expressly agreed otherwise. All additional costs such as customs duties, fees, taxes and public charges are not included in the price and have to be borne by the customer.

4.2 Streametal is entitled to issue an invoice for the products to the customer immediately after notification of readiness for collection or at any other time.

4.3 Payment of the purchase price is due within 30 days after receipt of the invoice without deduction. Payment shall be deemed to have been made as soon as the amount has been received by Streametal. If the customer does not pay when due, the outstanding amounts will be subject to interest from the due date at a rate of 9 percentage points above the respective base rate per annum. Streametal reserves the right to claim further damages for delay.

4.4 The customer may set off counterclaims against outstanding invoices or withhold payments only if the counterclaims are undisputed or have been finally adjudicated or if they arise from the same contract under which the relevant delivery was made.

4.5 If, after conclusion of the contract, Streametal becomes aware of circumstances which significantly affect the creditworthiness of the customer and jeopardise the payment of Streametal’s outstanding claims from the contractual relationship concerned, Streametal is entitled to perform or render outstanding deliveries or services only against advance payment or provision of security.

Our website operators take the protection of your personal data very seriously and treat it confidentially in accordance with the applicable data protection laws and this privacy policy.

By using our website, various personal data are collected which can be used to identify you as an individual. In this data protection declaration, we explain which data we collect, how we use it and for what purpose.

We would like to point out that the transmission of data on the Internet (e.g. when communicating by e-mail) involves security risks and cannot be completely protected against access by third parties.

5 Delivery, delivery time
5.1 Deliveries shall be made in accordance with Incoterms 2020 ex works (EXW). However, if a different shipment of the goods has been agreed upon, the risk of accidental loss and accidental deterioration of the goods shall pass to the customer as soon as the goods have been handed over to the forwarding agent, carrier or any other third party designated by Streametal, whereby the beginning of the loading process shall be deemed decisive. This also applies in case of partial deliveries or if Streametal has taken over additional services, such as shipping or installation. Please note that a complete security of data transmission on the internet, such as communication by e-mail, cannot be guaranteed.

5.2 Streametal gives estimated delivery periods and dates which are to be understood as approximate only, unless a fixed period or date has been expressly promised or agreed. If shipment has been agreed upon, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other person in charge of the transport.

5.3 Streametal can only meet the agreed delivery date if the goods are delivered by the partner companies on time and with the correct content. In case Streametal cannot take delivery of the pre-delivery for reasons beyond its control, the customer will be informed immediately.

5.4 As far as the partial delivery is usable for the customer within the scope of the agreed purpose, Streametal reserves the right to carry out partial deliveries, provided that the delivery of the remaining ordered goods is ensured and the customer does not incur significant additional costs, unless Streametal agrees to bear these costs.

5.5 If Streametal is in default or if a delivery or service becomes impossible for any reason, Streametal shall only be liable for damages according to clause 8 of these General Terms and Conditions.

5.6 If the manufacturing contract provides for an acceptance, the customer has to perform this acceptance within 10 working days after delivery. If the acceptance is not carried out, it shall be deemed to have taken place, unless the customer complains in writing about specific defects within this period, without prejudice to clause 7.3 of these GCS, and this complaint is received by Streametal. Compliance with the time limit is determined by the receipt of the complaint by Streametal. Acceptance is also deemed to have taken place when the goods have been put into operation.

6. retention of title
6.1 Streametal reserves the right of ownership of the delivered goods until the purchase price has been paid in full and all claims arising from the contractual relationship with the customer at the time of delivery have been fulfilled, according to Streametal’s General Terms and Conditions of Sale and Delivery of 01.02.2023.

6.2 The customer is allowed to store the goods free of charge for Streametal in the regular course of business. The customer is entitled to process and sell the goods in the ordinary course of business. Any form of pledging or transfer by way of security is prohibited.

6.3 If the customer processes the delivered goods, it is agreed that the processing is done in the name and on account of Streametal as manufacturer. Thereby Streametal directly acquires ownership or – if the processing is made of materials of several owners and the value of the processed item exceeds the value of the products – co-ownership (fractional ownership) of the newly created item in proportion of the value of the goods to the value of the newly created item. If Streametal does not acquire this ownership, the customer transfers his future ownership or – in the above-mentioned proportion – co-ownership of the newly created item to Streametal by way of security already now. If the goods are combined or inseparably mixed with other items to form a uniform item and the other item is considered to be the main item, the customer – if he is the owner of the main item – transfers co-ownership of the uniform item in the above-mentioned proportion to Streametal. Any pledging or transfer of ownership by way of security is not permitted.

6.4 If the customer resells the goods or processed products, he already now assigns his claims against the purchaser to Streametal as security – in case of co-ownership of Streametal in the goods in proportion to the corresponding co-ownership share. The same applies to other claims replacing or otherwise arising in respect of the goods, such as insurance claims or claims in tort in case of loss or destruction.

6.5 If the customer has not paid the purchase price due in full, the customer hereby permits Streametal (or procures the appropriate permission for Streametal) to take back the unpaid goods in whole or in part at any time after the due date and to gain access to the customer’s or affected third party’s premises to take all necessary steps to recover such goods and to remove the goods from the affected premises.

6.6 If the value of the goods subject to retention of title and of the items or claims replacing them exceeds the amount of the secured claims by more than 50 %, Streametal shall be prepared to release such items at the customer’s request. However, the decision which items shall be selected within the scope of this release is incumbent on Streametal.

7 Warranty, Notification of Defects
7.1 Unless otherwise stipulated in the following provisions, the statutory warranty provisions shall apply in case of defects.

7.2 If the customer provides Streametal with a specification for the goods to be manufactured, Streametal is only responsible for compliance with this specification. The quality of the products is fully described with the specification, so that Streametal does not assume any further warranty or guarantee, such as the suitability of the products for certain purposes.

7.3 The customer shall carry out a careful inspection immediately after receipt of the goods or delivery to the third party designated by him. Obvious defects or defects which would have been recognisable by an immediate, careful examination shall be deemed to have been approved if Streametal does not receive a written notice of defect within 7 (seven) working days after delivery. In case of other defects, the goods shall be deemed accepted if Streametal does not receive a written notice of defect within 7 (seven) working days after the date of discovery of the defect; however, if the defect was already apparent at an earlier date during normal use, this earlier date shall be decisive for the beginning of the period. The customer shall specify the defect in order to enable Streametal to examine it.

7.4 If Streametal wishes to receive the rejected goods back, the customer must return them carriage paid at Streametal’s request. If the complaint is justified, Streametal will reimburse the costs for the cheapest way of shipment. However, this reimbursement does not apply if the costs are higher because the goods are located at a different place than the original destination.

7.5 If the delivered goods are defective, Streametal shall be obliged to remedy the defect by repair or replacement, at Streametal’s option. However, removal of the defective goods as well as re-installation is not part of the supplementary performance, if Streametal was not originally obliged to install the goods. Should the supplementary performance fail due to impossibility, unreasonableness, refusal or unreasonable delay, the customer has the right to withdraw from the contract or to reduce the purchase price appropriately.

7.6 If there are defects of title in the delivered goods, Streametal is obliged to acquire necessary rights of use or to adapt the goods according to the specification to eliminate defects of title within the scope of supplementary performance at its own discretion. If the parties agree on a limitation of use to certain areas, defects of title can only be asserted with regard to this area.

7.7 If a defect is due to Streametal’s fault, the customer shall be entitled to damages according to clause 8.

7.8 Streametal’s warranty obligation shall expire if the customer modifies the delivered goods or has them modified by third parties without Streametal’s prior consent, thereby making the removal of defects more difficult or impossible. In such a case the customer has to bear all additional costs resulting from the modification.

7.9 The period for warranty claims is one year from delivery or acceptance, if such is required. This period does not apply to claims for damages resulting from injury to life, body or health or based on intentional or grossly negligent breaches of duty by Streametal or its vicarious agents. The statutory limitation periods shall apply to these claims.

8. liability, exemption
8.1 In principle, the customer has no claim for damages. Unless it concerns claims for damages due to injury of life, body or health or due to violation of essential contractual obligations (cardinal obligations). In addition, Streametal is liable for other damages, which are based on a deliberate or grossly negligent breach of duty, on fraudulent intent or on the breach of a quality guarantee by Streametal, its legal representatives or vicarious agents. Essential contractual obligations are those, the fulfilment of which is necessary to achieve the purpose of the contract. Liability according to the Product Liability Act remains unaffected.

8.2 If Streametal violates essential contractual obligations negligently, it shall only be liable for the typically foreseeable damage, unless it concerns claims for damages due to injury of life, body or health, fraudulent intent, violation of a quality guarantee or liability according to the Product Liability Act (ProdHaftG).

8.3 The exclusions and limitations of liability according to the above provisions shall also apply to Streametal’s bodies, legal representatives, employees and other vicarious agents in the same way.

8.4 The customer shall indemnify Streametal against any loss or damage resulting from or in connection with a breach of its obligations under Clause 3. This obligation also includes reasonable costs of legal representation that Streametal may incur due to the customer’s breach.

9 Force majeure
9.1 Force majeure shall be deemed to be an external event which is neither attributable to the sphere of risk nor to the sphere of control of the parties, which is unforeseeable and which cannot be averted even by exercising the utmost care. If, as a result, a party is prevented in whole or in part from fulfilling its contractual obligations, this shall constitute a case of force majeure.

9.2 If a case of force majeure occurs in accordance with Clause 9.1, the obligations of both parties shall be suspended for the duration of the force majeure, provided that the affected party has immediately informed the other party of the occurrence of the force majeure. If the Force Majeure Event impairs, but does not preclude, the performance of the affected Party, that Party shall have the right, at its sole discretion and taking into account the interests of the other Party, to reasonably reduce the Services owed under this Agreement.

9.3 If the effect of the Force Majeure lasts for more than three months, the unaffected party shall be entitled to withdraw from the affected manufacturing contract.

10 Intellectual Property Rights
Each party shall retain all its intellectual property rights. The customer shall not obtain any rights of use in the goods or deliveries unless expressly agreed in writing. The provisions of Clauses 7 and 8 shall not affect any rights of the customer.

11 Confidentiality
11.1 The customer is obliged to keep confidential all information received from Streametal concerning Streametal’s business, affairs, customers, procedures, budgets, pricing procedures, product information, strategies, developments, trade secrets, know-how, personnel or suppliers. This also applies to all information which can be derived from such information and all other information which is expressly designated by Streametal as confidential or which is to be regarded as confidential for legitimate reasons (“Confidential Information”). The customer shall not disclose Confidential Information, in whole or in part, to any third party unless Streametal has consented thereto in writing. This excludes directors, employees, agents and consultants involved in the performance of the Contract, provided they have a legitimate reason for knowing the information and are subject to a confidentiality agreement which complies with the requirements of this clause 11.1.

11.2 The Confidential Information may only be used in the course of the exercise or performance of the rights and/or obligations arising under these Conditions of Purchase and the Manufacturing Contracts entered into under them. Any other use for the receiving party’s own benefit or for the benefit of third parties is not permitted.

11.3 Excluded from the confidentiality obligation are certain cases in which Streametal has agreed in writing to the disclosure of Confidential Information, the information is or has been in the public domain, it has been disclosed to the customer by a third party without a confidentiality obligation, the customer has independently developed the information or the disclosure is required by law or governmental or judicial order. In such case, the customer shall only be obliged to disclose the Confidential Information to the extent required by law and shall notify Streametal before disclosing the information and agree on the scope of the disclosure, unless this is prohibited by law.

12. final provisions
12.1 In order for amendments or additions to these GTC to be effective, they must be recorded in writing and expressly refer to these GTC. Any agreement that waives or deviates from the written form requirement must also be in writing and expressly refer to these GTC.

12.2 These GCS and the contracts concluded under these GCS between Streametal and the customer shall be governed by the laws of the Federal Republic of Germany. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

12.3 The parties agree that the place of performance and exclusive place of jurisdiction for all disputes arising from these GCS and the contracts concluded under these GCS shall be Berlin.

12.4 If any provision of these GCS should be invalid, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision, a legally permissible provision shall be made which comes as close as possible to the purpose of the original provision.