General terms and conditions of sale

I. SCOPE OF APPLICATION

1. These General Terms and Conditions of Sale shall apply exclusively. We do not recognise any terms and conditions of the Purchaser that conflict with or deviate from our General Terms and Conditions of Sale (GTC), unless we have expressly agreed in writing to their applicability. Our Terms and Conditions of Sale shall also apply where we execute the delivery to the Purchaser without reservation in the knowledge of the Purchaser’s conflicting or deviating terms and conditions.
2. All agreements made between us and the Buyer for the purpose of executing, amending and/or supplementing these General Terms and Conditions must be made in writing.   
3. These GTC shall likewise apply to all future business transactions with the Purchaser. 

II. OFFER - OFFER DOCUMENTATION

1. Our offers are non-binding. A contract shall only be concluded upon our written order confirmation.
2. We reserve all proprietary rights and copyrights to illustrations, drawings, calculations and other documentation. Such documents may not be disclosed to third parties without our prior written consent and must be returned to us without delay upon request.

III. PRICES AND TERMS OF PAYMENT

1. All prices stated are net and binding. Statutory value-added tax shall be charged at the rate applicable on the date of invoicing.
2. Unless otherwise agreed, our prices are ex works. Packaging and shipping costs shall be borne separately by the Purchaser.
3. Payment shall be made without any deduction, in such a way that we have full access to the amount on the due date. In the event of default in payment, we shall be entitled to charge interest on arrears at a rate of nine (9) percentage points above the base rate (§ 247 German Civil Code-BGB). Further statutory provisions concerning default in payment shall remain unaffected.
4. The Purchaser shall only be entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been recognised by us. The Purchaser may only exercise a right of retention to the extent that their counterclaim arises from the same contractual relationship.
5. All claims arising from our business relationship with the Purchaser shall become immediately due if, after conclusion of the contract, circumstances arise indicating a significant deterioration in the Purchaser’s financial situation, thereby endangering our payment claim. In such cases, we shall be entitled to perform outstanding deliveries only against advance payment or provision of security. If the Purchaser fails to comply within two weeks of our request, we shall be entitled to withdraw from the contract. Further statutory rights remain unaffected. 

IV. RETENTION OF TITLE

1. The delivered merchandise remains our property until all claims to which we are entitled in respect of the purchaser, now and in future, have been met, and including all unsettled balances from current account. If the purchaser fails to meet his contractual obligations, in particular in the event of default in payment, we are entitled to withdraw from the contract and to demand return of the delivered item; the purchaser is obliged to release and return the item.
2. The purchaser is entitled to use the delivered item in the normal course of business and also to resell it provided that he is not in default in payment. However, he is not permitted to pledge the reserved items or to assign them by way of security. The purchaser hereby assigns to us the claims for payment against his client in their entirety which result from the resale of the reserved items and also those claims of the purchaser in respect of the reserved items to which he is entitled as a result of any other legal reason against his customer or third parties. We accept the assignment. Following the assignment, the purchaser is authorised to recover the debt in his own name and for his own account. We reserve the right to recover the debt ourselves as soon as the purchaser fails to fulfil his payment obligations and is in payment arrears.
3. Processing of the delivered item is always in our name and to our order. If processing takes place together with items which are not our property, we shall acquire co-ownership of the new object in the ratio of the value of the item supplied by us to the other processed items. The same applies if the delivered item is mixed or combined with other items which are not our property.
4. If the delivered item is connected to or mixed with immovable property or a movable item in such a way that our ownership of the delivered item lapses, the purchaser assigns to us the security claim in the amount of the ratio of the value of the delivered item to the other connected/mixed items at the time of connection/mixing which he acquires in respect of the third party as a result of the connection or mixing.
5. In the event of attachment of the reserved items by third parties or other actions by third parties, the purchaser must refer to our ownership and must inform us immediately and in writing so that we can assert our property rights.
6. We undertake to release the securities due to us at the purchaser’s request insofar as their value exceeds the accounts receivable by more than 10 %. However, we are permitted to select the securities to be released. 

V. DELIVERY PERIODS AND DEADLINES

1. Should the Purchaser fail to fulfil his contractual obligations, including duties to cooperate or ancillary obligations, in a timely manner, all agreed deadlines and delivery dates shall be extended by the period during which the Purchaser fails to meet such obligations. Compliance with delivery periods presupposes timely receipt of all documents, approvals and releases to be provided by the Purchaser, particularly plans, as well as compliance with agreed terms of payment and other obligations. Our rights in the event of delay by the Purchaser shall remain unaffected.
2. The point in time at which the goods are dispatched from our works or warehouse shall be decisive for compliance with delivery periods and deadlines. Deadlines shall be deemed met upon notification of readiness for dispatch if shipment is delayed through no fault of ours, the burden of proof for which lies with us.
3. Should we be unable to meet delivery deadlines due to circumstances beyond our control (nonavailability of the service), we shall inform the Purchaser thereof without undue delay and simultaneously notify him of the expected new delivery date. Non-availability shall include, in particular, late delivery by our suppliers not attributable to us.
4. Cases of force majeure and other events beyond our control that significantly hinder or render delivery impossible shall release us from our contractual obligations; in cases of temporary hindrance, this shall apply only for the duration of the hindrance plus a reasonable start-up period. If such delay is unacceptable to the Purchaser, he may withdraw from the contract by written declaration, unless partial deliveries under framework contracts are concerned. Force majeure shall particularly include: (i) war, civil war, revolution, acts of terrorism, sabotage; (ii) currency or trade restrictions, embargo, sanctions; (iii) lawful or unlawful acts of public authorities, expropriation; (iv) pandemic or epidemic; (v) explosion, fire, prolonged outage of transport, telecommunication, information systems or energy; (vi) widespread labour unrest such as boycotts, strikes, lockouts, or factory occupations.

VI. PARTIAL DELIVERIES

Partial deliveries are permissible to a reasonable extent, provided they do not entail disproportionate effort or hardship for the Purchaser.

VII. SHIPMENT AND TRANSFER OF RISK

1. Delivery shall be made ex works or ex warehouse. Shipment and transport shall always be at the Purchaser’s risk. Risk shall pass to the Purchaser upon handover of the goods to the carrier or freight forwarder, or at the latest upon leaving our premises or warehouse.
2.  Should dispatch be delayed for reasons attributable to the Purchaser, risk shall pass at the point of readiness for dispatch. Any resulting storage or delay costs shall be borne by the Purchaser.
3. In the event of default of acceptance by the Purchaser, we shall be entitled to store the goods at the Purchaser’s cost and risk, without liability, take any measures deemed suitable to preserve
   the goods, and invoice the goods as delivered. The same shall apply if dispatch-ready goods are not collected within four days.
4. Where dispatch or delivery is delayed by more than one month at the request of the Purchaser, we may charge a monthly storage fee of 0.5% of the value of the delivery items, up to a maximum of 5%. The parties remain entitled to prove higher or lower actual storage costs.
5. Transport insurance will only be arranged at the Purchaser’s written request and at his expense.

VIII. CONFIRMATION OF RECEIPT / INTRA-COMMUNITY DELIVERY

1. In cases of collection by the Purchaser or a freight forwarder appointed by the Purchaser, and where intra-community supply is exempt from VAT, the Purchaser undertakes to sign and return a confirmation of receipt or an equivalent alternative proof in accordance with §17a of the German VAT Implementation Regulation (UStDV), declaring that the goods have arrived in another EU Member State.
2. Should the Purchaser fail to provide such confirmation within three months, we reserve the right to retrospectively charge the VAT. The Purchaser must then seek reimbursement through the appropriate VAT refund procedure with their tax authority.

IX. WARRNATY FOR DEFECTS

Condition of the goods

1. Variations in material, colour, construction or execution shall be permissible within the bounds of technical progress and standard commercial tolerances and do not constitute defects, provided the agreed functionality is not substantially impaired.
2. Only the characteristics expressly specified in our order confirmation, product specifications and technical documentation shall define the quality of the goods. The Purchaser expressly waives the assertion of additional objective requirements under § 434 (3) BGB (German Civil Code). Specific suitability or intended use shall only be deemed agreed upon if expressly guaranteed in writing.
3. Customary deviations, such as manufacturing tolerances and deviations in quantity of up to 5%, shall not constitute defects.
4. Minor deviations in agreed quality, RAL-compliant colour deviations, or deviations in execution or quantity of custom-printed or assembled parts shall not constitute defects.
5. The condition of the goods at the time of transfer to the carrier or at the latest upon leaving our works or warehouse shall be decisive.

Inspection obligation

6. The Purchaser shall inspect the goods immediately upon receipt and notify us of any defects in writing without delay, pursuant to § 377 German Commercial Code (HGB). Failure to do so excludes any claims. Notices of defect made to sales staff, carriers, or third parties do not constitute proper notification.

Subsequent performance

7. In the event of properly notified and non-trivial defects, we shall, at our discretion, remedy the defect or supply a replacement. No entitlement exists to a specific form of subsequent performance.
8. We shall bear the costs of subsequent performance only up to the value of the goods at the place of performance. We shall not cover additional expenses incurred from relocation of the goods unless this aligns with the intended use.
9. Costs of removal and installation or consequential damage shall not be borne by us.
10. We may refuse subsequent performance where it would involve disproportionate cost. Any right of retention shall be limited to the defective portion of the goods.

Reduction or withdrawal

11. Should subsequent performance fail, the Purchaser may choose to reduce the price or withdraw from the contract. Further claims – especially for damages – are governed by Section XI.

Recourse claims

12. Recourse claims under §§ 445a, 445b German Civil Code (BGB) are excluded unless the transaction qualifies as a consumer goods sale under § 474 German Civil Code (BGB). This applies in particular to removal/reinstallation, return or recall costs.
13. Where recourse cannot be excluded, a limitation period of two years from delivery shall apply, notwithstanding § 445b (2) German Civil Code (BGB). Suspension under § 445b (2) sentence 1 German Civil Code (BGB) is excluded.
14. The Purchaser shall contractually limit recourse claims against us in its downstream contracts to the extent legally permissible.

Limitation period

15. Claims for defects shall expire twelve months from the date of transfer of risk, unless otherwise prescribed by law or in cases of injury to life, body, or health, intentional or grossly negligent breach, or fraudulent concealment of a defect. The statutory provisions on suspension of expiry, suspension and recommencement of time limits remain unaffected.

X. INTELLECTUAL PROPERTY RIGHTS AND LEGAL DEFECTS

1. Unless otherwise agreed, we are only obliged to deliver products free of third-party intellectual property rights and copyrights in the country of the place of delivery. Should a third party assert justified claims against the Purchaser based on the infringement of such rights due to contractual use of the goods, we shall, at our discretion and at our expense, either procure a right of use for the deliveries concerned, modify them to avoid infringement, or replace them. If this is not possible under reasonable conditions, the Purchaser shall be entitled to withdraw from the contract or reduce the purchase price.
2. These obligations shall only apply if the Purchaser notifies us in writing without undue delay of the claims asserted by the third party, does not acknowledge an infringement, and enables us to conduct all defence measures and settlement negotiations. If the Purchaser suspends use of the goods for damage mitigation or other important reasons, he shall notify the third party that such suspension does not imply any acknowledgement of infringement.
3. Claims by the Purchaser shall be excluded where the infringement is attributable to the Purchaser, particularly if it arises from specifications provided by the Purchaser, an unforeseeable application, or modifications or combination with third-party products.
4. Any claims of the Purchaser beyond those provided for in this Section X in connection with legal defects are excluded.

XI. LIABILITY AND LIMITATION OF LIABILITY

1. Except as otherwise provided herein, we exclude all liability for damages, on whatever legal grounds, including for breach of ancillary duties, tort and tortious liability, and compensation for wasted expenditure (§ 284 German Civil Code - BGB). Excluded from this are claims according to § 439 para. 2 and 3 German Civil Code (BGB) (including installation and removal costs), provided that their requirements are met in the specific case.
2. The above exclusion shall not apply:
   (i) to damage resulting from injury to life, body or health caused by intentional or negligent breach of duty by us or our agents; (ii) to other damages caused by gross negligence or wilful misconduct on our part or that of our agents; (iii) where a guarantee or representation of specific characteristics has been expressly provided in writing. A guarantee must be expressly designated as such and accepted in writing.
3. In cases of slight negligence resulting in breach of material contractual obligations, our liability shall be limited to the foreseeable, typical damage for this type of contract.
4. The above liability limitations shall apply mutatis mutandis to claims for reimbursement of expenses.
5. Where we are liable under the German Product Liability Act, our liability shall be governed exclusively by its provisions. Any further liability requires explicit written agreement.
6. Claims for damages due to defects in the delivered goods shall become statute-barred one year after delivery, unless arising from fraudulent intent or cases outlined in Section XI. 2 above.

XII. EXPORT CONTROL REGULATIONS

1. The Purchaser undertakes to strictly comply with all applicable national and international export control, customs, and sanctions regulations, in particular those of the European Union, the United States of America, the United Kingdom and Germany. The Purchaser confirms that it will not export or re-export any goods or technology acquired from the Seller to any countries, persons, entities, or for any purposes that contravene such regulations.

Prohibition on Deliveries to Russia and Belarus

2. The Purchaser expressly undertakes not to directly or indirectly deliver, sell or otherwise transfer any goods received from the Seller to Russia, Belarus or to territories occupied or controlled by either country. This prohibition applies even where delivery occurs via third countries. The Purchaser must implement suitable contractual and organisational safeguards to ensure compliance by its own customers and downstream recipients.

Damages and Right of Termination

3. In the event of any breach of the above obligations, we shall be entitled to terminate the contract with immediate effect and to claim damages. Furthermore, we reserve the right to withdraw from the contract where there is reasonable suspicion of a violation of export control laws or the prohibition on delivery to Russia and/or Belarus.

XIII. JURISDICTION AND APPLICABLE LAW

Jurisdiction

1. Where the Purchaser is a merchant within the meaning of the German Commercial Code (HGB), the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the registered office of our company. We also reserve the right to bring an action at any other legally permissible forum.

Applicable Law

2. These GTC shall be governed exclusively by the substantive law of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980. However, we reserve the right to assert our claims at any other legally permissible place of jurisdiction.

XIV. SEVERABILITY

Should any provision of these GTC be or become legally invalid, the validity of the remaining provisions shall remain unaffected. The same shall apply to any omissions, which shall be filled in accordance with the intended economic purpose of the contract.

XV. DATA PROTECTION

1. Both parties undertake to comply with all applicable data protection laws, particularly the EU General Data Protection Regulation (GDPR) and the German Data Protection Act (BDSG), when processing personal data in connection with the contract. Personal data shall be processed solely for the purpose of initiating, executing, and fulfilling the contractual relationship in accordance with Art. 6(1)(b) GDPR.
2. Both parties shall implement appropriate technical and organisational measures pursuant to Art. 32 GDPR to ensure an adequate level of protection and to safeguard the confidentiality, integrity, availability, and resilience of systems.
3. Personal data shall only be transferred to third parties to the extent required for the performance of the contract or where legally mandated. Third parties processing personal data on behalf of a party (processors pursuant to Art. 28 GDPR) shall only do so under a written or electronic data processing agreement that meets GDPR requirements. Transfers to non-EU/EEA countries shall occur only under the conditions set out in Art. 44 et seq. GDPR.
4. Both parties shall inform data subjects of their rights under Art. 12 et seq. GDPR and guarantee such rights, including rights to access, rectification, erasure, restriction of processing, data portability, and objection.
5. Personal data shall be treated confidentially. After the purpose has been fulfilled or upon request, the data shall be deleted, subject to applicable statutory retention obligations.
6. Further details on our data processing practices can be found in our Privacy Policy at: https://www.ptr-hartmann.com/privacy/

XVI. Corporate responsibility

In line with our corporate responsibility, we are committed to the Code of Conduct of the Phoenix Mecano Group, which can be accessed at: https://www.ptr-hartmann.com/coc/ 

XVII. PREVALING LANGUAGE CLAUSE

This English version of the GTC is provided solely for convenience and informational purposes. In the event of any discrepancy or conflict between the German and English versions, the German version shall prevail. Only the German version is legally binding and authoritative.

Werne, 07/2025