General Terms and Conditions

Preamble

These General Terms and Conditions of Sale apply exclusively. Any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions of Sale shall not be recognised. These shall only apply if they are expressly recognised by us in writing for the respective conclusion of the contract. These Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from these Terms and Conditions of Sale. Any errors in our sales brochures, price lists, offer documents or other documentation may be corrected by us without us being held liable for any damages resulting from such errors. These Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of § 310 I BGB (German Civil Code). These terms and conditions replace all other agreements which the contracting parties have previously made in writing or verbally
and which become invalid with the signing of these terms and conditions. These Terms and Conditions of Sale shall also apply to all future transactions with the customer.

I. Offer and conclusion of contract

1. Our offers are subject to change. All agreements shall only become effective upon our written confirmation. We reserve the right to make changes insofar as these are reasonable for the customer. If the order is to be qualified as an offer in accordance with § 145 BGB, we can accept this within two weeks.
2. We reserve the sole ownership and copyright to offers, cost estimates, illustrations, drawings and other documents. They are only intended for the customer.

II . Confidentiality

1. Each contracting party shall use all documents (including samples, models and data) and knowledge which it receives from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own corresponding documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in their confidentiality.
2. This obligation shall not apply to documents and knowledge which are generally known or which were already known to the contractual partner upon receipt without the contractual partner being obliged to maintain secrecy or which are subsequently transmitted by a third party authorised to pass them on without breach of an obligation to maintain secrecy, or which are developed by the receiving contractual partner without exploitation of documents or knowledge of the other contractual partner which are to be kept secret.

1. Unless otherwise stated in the order confirmation, prices are calculated on an EXW basis (INCOTERMS 2000) plus the applicable VAT. If we are prepared to transport the goods to another location in individual cases, the customer shall bear the costs for transport, packaging, insurance, customs and the necessary import and export documents, unless otherwise agreed.
2. The customer shall bear the costs of changes to the order.
3. Orders for which fixed prices have not been expressly agreed shall be invoiced at the list prices valid on the day of delivery plus any alloy surcharges. If relevant price factors (e.g. labour, material, energy costs, statutory provisions) change before the delivery date, we shall be entitled to adjust the price accordingly.
4. In the case of contract processing orders, the value of scrap, swarf and other order-related waste is included in the contract price.
5. Agreed prices are not binding for repeat orders.
   
    

1. Payments are due immediately. The deduction of a discount requires a special written agreement. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. Furthermore, the customer is only authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
2. Bills of exchange and cheques shall only be accepted on account of payment without guarantee of protest and only
   by agreement on condition that they are discountable,
   provided that the customer settles all expenses for this immediately in cash.
   Credit notes for this shall be issued subject to receipt less all expenses with value date of the day on which we can dispose of the equivalent value without reservation.
3. It may be agreed between the contracting parties that the customer must open an irrevocable documentary letter of credit via
   its bank. In this
   individual case, it is stipulated that the letter of credit is opened in accordance with the
   general guidelines and practices for documentary letters of credit, revision 2007, ICC publication no. 600.
4. In the event of default by the customer, we shall be entitled to charge interest in the amount of the respective bank rates for overdraft facilities, but at least 8% above the respective base interest rate.
5. Our claims shall become due immediately if payment terms are not complied with or if we become aware of circumstances which are likely to reduce the creditworthiness of the customer. In this case, we are authorised to perform outstanding deliveries and services only against advance payment or provision of security. If the advance payment or provision of security is not made within two
   weeks, we shall be entitled, without setting a new deadline, to demand compensation
   for non-fulfilment or to withdraw from the contracts.
6. The customer agrees to the offsetting of his claims and liabilities towards us. If claims or liabilities are due on different dates, they shall be settled on the value date.

1. Delivery periods shall commence on the date of the order confirmation, but not before 
   clarification of all details of the order, in particular not before the customer has provided the necessary co-operation. They shall be deemed to have been met if the goods have left our works by the end of the delivery period or have been notified by us as ready for despatch. It shall be extended appropriately, taking into account our overall planning, if the customer does not fulfil its obligations to us 
   or makes changes to the order.
2. Even if a calendar-based delivery time has been agreed, this does not constitute a 
   firm deal within the meaning of Section 376 (1) of the German Commercial Code (HGB). This requires the additional agreement of the contracting parties that if the delivery deadline is not met, the contract can be terminated without further ado by cancellation and, if we are at fault for the failure to meet the delivery deadline, compensation can be demanded.
3. Delivery deadlines are subject to our correct and timely delivery to us by our suppliers. This shall only apply in the event that we are not responsible for the non-delivery, in particular if a congruent cover transaction has been concluded with our suppliers. The customer shall be informed immediately, generally within one week, of the non-availability of the service.
4. Force majeure, labour disputes, unrest, official measures and other 
   unforeseeable, unavoidable and serious events shall release the contracting parties from their performance obligations for the disruption to the extent of their effect. This also applies if these events occur at a time when the affected contractual partner is in default, unless it has caused the default wilfully or through gross negligence. The contracting parties are obliged, within reasonable limits, to provide each other with the necessary information without delay, generally within one week, and to adapt their obligations to the changed circumstances in good faith. If the hindrance lasts longer than 3 months, either contracting party may withdraw from the contract with regard to the part not yet fulfilled.
5. We are entitled to make partial deliveries if they are reasonable for the customer.
   
    

1. Material composition, quality and dimensions are determined in accordance with the relevant EN and DIN standards or material data sheets, unless foreign standards have been agreed in writing.
2. All information on our products is approximate and merely average values. They do not constitute a guarantee of quality. The suitability of the materials and their 
   properties for an intended use made known to us is not tobe checked by us.
   
    

1. Customary deviations in dimensions and quantities are permitted. Weight-related invoicing may be carried out according to theoretical weight, recognised standards and tables.
2. Excess or short quantities are permissible, in the case of customised products of any semi-finished product +/- 10 %, in the case of pipes at least one production length. It is agreed that the 
   quantity of goods delivered in this way is considered to be in accordance with the contract and the sales price therefore does not have to be adjusted.
   
    

1. Unless otherwise stated in the order confirmation, delivery EXW (INCOTERMS 2000) H. Butting GmbH & Co. KG, D-29379 Wittingen-Knesebeck is agreed.
2. Defective goods shall be accepted by the customer without prejudice to his rights.
3. Packaging shall be taken back in accordance with the applicable packaging ordinance. Packaging that is soiled and not sorted according to material will only be taken back against reimbursement of costs.
   
    

1. If the goods are delivered on our premises, the risk of damage to or loss of the goods (transfer of risk) shall pass to the customer at the time of handover or, if the customer is in default of acceptance, at the time when we inform the customer that the goods are ready for collection.
    
2. If the goods are not delivered to our premises, the risk of damage to or loss of the goods shall pass to the customer at the time of handover or, if the customer is in default of acceptance, at the time at which we offer the handover to the customer. 

1. All goods delivered shall remain our property (goods subject to retention of title) until all claims arising from the business relationship have been fulfilled. This shall also apply if payments are made on specially designated claims. In the case of current accounts, the reserved property shall serve as security for our balance claim. In the event of behaviour contrary to the contract on the part of the customer, in particular in the event of default in payment, we shall be entitled to take back the delivered goods. Taking back the goods by us shall constitute a cancellation of the contract. After taking back the goods, we are authorised to realise them. The realisation proceeds shall be offset against the liabilities less 
   reasonable realisation costs.
2. Processing and treatment of goods subject to retention of title shall be carried out for us as manufacturer in the sense of § 950 BGB, without any obligation on our part. Processed goods shall be deemed to be reserved goods. If reserved goods are combined or mixed with other goods, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the reserved goods to the invoice value of the other goods. If our ownership expires as a result of combining or mixing, the customer hereby assigns to us the ownership rights to which the customer is entitled to the new stock or item to the extent of the invoice value of the goods subject to retention of title. The customer shall store them for us free of charge. The resulting co-ownership rights are deemed to be reserved goods.
3. The customer is obliged to store the goods subject to retention of title owned by us with due care at own expense and to insure them adequately at replacement value at his own expense, in particular against fire, water damage and theft. The customer may only sell goods subject to retention of title in the ordinary course of business and in compliance with our terms of payment. These claims are hereby assigned to us to the extent to which we are entitled. We accept this assignment. In the event of the sale of goods in which we have co-ownership shares, the assignment shall apply in the amount of the co-ownership shares.
4. 
   In the event of any resale, the customer shall reserve title to the goods subject to retention of title vis-à-vis his customer under the same conditions under which we reserve title upon delivery of the goods subject to retention of title to the customer. Any other disposal of the reserved goods is not permitted. We must be notified immediately of any seizure or other access to the reserved goods so that legal action can be taken in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the customer does not fulfil this obligation, he shall be liable for any damage incurred by us as a result. All intervention costs shall be borne by the customer insofar as they cannot be collected by the third party and the third party action has been legitimately brought.
5. The customer is authorised to collect the claims assigned to us until revoked by us. We shall be entitled to revoke this authorisation if the customer fails to meet his obligations towards us or if we become aware of circumstances which significantly reduce the customer's creditworthiness. At our request, the customer is obliged to inform his customers immediately of the assignment and to provide us with the information and documents required for collection.
6. The customer must hold any payment within the meaning of Section X sub-item 5, including any insurance payments, for us and keep the funds separate from his assets and those of third parties.
7. If the nominal value of the existing securities exceeds the secured claims by more than 10 % in total, we shall be obliged to release securities to this extent at the request of the customer. The selection of the securities to be released shall be made by us.
8. Insofar as the customer is entitled to claims against insurers or other third parties due to damage, reduction, loss or destruction of goods subject to retention of title or for other reasons, these are also already assigned to us to the extent to which we are entitled. We accept this assignment.
   
    

1. Claims for defects on the part of the customer presuppose that the customer inspects the delivered goods, even if samples or specimens were previously sent, immediately after 
   arrival at the destination for completeness and correctness and if necessary for sample or specimen conformity. The goods shall be deemed to have been approved if a notice of defects is not submitted to us in writing within seven days of receipt or, if the defect was not recognisable during a proper inspection, within seven days of its discovery.
2. Under no circumstances shall a defect be deemed to exist if the delivered goods deviate from the order confirmation as is customary in the industry.
3. The customer is obliged to immediately give us the opportunity to convince ourselves of the defect, in particular, at our request, to immediately send us the rejected goods or samples thereof for inspection or otherwise make them available to us. The customer must give us the necessary time and opportunity for this inspection and, if applicable, fulfilment of the warranty obligation.
4. In the event of a justified notification of defects, we shall be obliged, at our discretion, to provide subsequent fulfilment by rectification of defects or replacement delivery. In the event of rectification of defects, we shall only bear the expenses up to the amount of the purchase price and insofar as these are not increased by the fact that the goods are transported to a place other than the place of fulfilment. If we do not fulfil our obligation of subsequent performance, the customer may demand a reduction of the price or cancellation of the contract with regard to the defective part. The customer must first set us a reasonable grace period of at least six weeks, in which the consequences are to be threatened, unless this is dispensable according to the statutory provisions. In the event of cancellation of the contract, the customer shall be liable for deterioration, loss and undrawn benefits not only for its own customary care, but also for any responsibility.
5. We shall only be liable for all other claims for damages or reimbursement of expenses to which the customer is entitled due to or in connection with defects in the goods delivered to, irrespective of the legal grounds, in accordance with the provisions of Section XII. Warranty claims against us shall expire at the latest one year after handover of the goods to the customer or delivery to the place of delivery specified by the customer.
6. This warranty does not cover any product defects caused by incorrect installation or commissioning or unsuitable or improper use by the customer or third parties or by normal wear and tear or inappropriate handling by the customer or third parties. This warranty also does not cover the consequences of improper modifications or repair work carried out by the customer or third parties without our consent. The same applies to material defects that only insignificantly reduce the value or suitability of the goods.
7. Our responsibility does not extend to parts, material or other equipment provided by or on behalf of the customer. We accept no responsibility for defects in the goods which are attributable to a description of the goods or specification of the customer.
8. Warranty claims due to fraudulent concealment of a defect or express assumption of a quality guarantee shall be governed exclusively by the statutory provisions.
9. If the final purchaser of the goods is a consumer, the purchaser shall be entitled to recourse in accordance with the statutory provisions of §§ 478, 479 BGB (German Civil Code) under the conditions of § 377 HGB (German Commercial Code), but shall only be entitled to claims for damages and reimbursement of expenses in accordance with the provisions in Section XII.

1. For claims for damages and reimbursement of expenses for culpable acts, regardless of the legal grounds, including breach of duty, tort, producer liability, with the exception of any liability under the Product Liability Act, we shall only be liable in the event of slight negligence in the event of a breach of material obligations jeopardising the purpose of the contract and only for typical foreseeable damage. Otherwise, our liability for slight negligence is excluded. In the event of liability for gross negligence, we shall only be liable for typical foreseeable damage. Liability regardless of fault and liability for consequential damage, in particular loss of production or loss of profit, is also excluded.
2. The exclusion of liability and the limitation of liability in paragraphs 1 and 4 shall not apply in the event of liability for injury to life, limb or health 
   or material contractual obligations or in the event of the assumption of a guarantee of quality or fraudulent concealment of a defect.
3. All claims for damages and reimbursement of expenses, regardless of the legal grounds, shall expire one year after the transfer of risk, in the case of tortious liability from the time of knowledge or grossly negligent ignorance of the circumstances on which the claim is based or of the person liable for compensation. This does not apply in the case of intent, the cases mentioned in paragraph 2 and in the case of an item that has been used for a building in accordance with its normal use and has caused its defectiveness. If the end customer is a consumer, the statutory provisions shall apply to the limitation period.
4. If we are in default of delivery, the liability for compensation for damages caused by delay in the case of simple negligence is limited to 5% of the value of our contractual performance. Extended liability for accidental damage regardless of fault is generally excluded. Further claims of the customer remain unaffected.
5. The provisions of this section shall also apply in favour of our staff, employees, workers, legal representatives and vicarious agents.
   
    

1. In the case of production according to drawings, samples or other instructions of the customer, we do not assume any warranty or liability for the functionality of the product and for other defects, insofar as these circumstances are based on the customer's instructions. The customer shall indemnify us against any third-party claims, including product liability claims, against us due to damage caused by the goods, unless we have caused the damage wilfully or through gross negligence.
2. The customer warrants and guarantees that the manufacture and sale of these goods does not infringe the industrial property rights of third parties. The customer shall indemnify us against all damages arising in this respect from the assertion of the infringement of third-party property rights.
   
    

The place of fulfilment for all obligations arising from the contractual relationship is Wittingen / Knesebeck. The place of jurisdiction, also for proceedings based on documents, bills of exchange and cheques, is at our discretion either our registered office or the registered office of the customer or at any other court, that may have jurisdiction under national or international law.

The law of the Federal Republic of Germany shall apply to all legal disputes between us and the customer as well as third parties who are liable for the fulfilment of the buyer's obligations. The UN Convention on Contracts for the International Sale of Goods (CiSG) is excluded.

 

In the event that parts of these terms and conditions are invalid as a result of statutory provisions, it is agreed that the invalid parts of the terms and conditions affected in this respect shall be replaced by the permissible statutory provision.