General Terms and Conditions of Sale and Delivery

Salamander Industrie-Produkte GmbH
Jakob-Sigle-Straße 58, 86842 Türkheim

I. Applicability

1) All our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions of Sale and Delivery. They shall also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed or referred to again.

2) Counter-confirmations with reference to deviating terms and conditions of business and sale or delivery are hereby expressly rejected. Corresponding terms and conditions of the customer which deviate from our terms and conditions of sale and delivery shall not become part of the contract even if we do not expressly object to them. Our terms and conditions of sale and delivery shall also apply if we are aware of terms and conditions of the customer that conflict with or deviate from our terms and conditions.

3) We are entitled to amend or supplement our Terms and Conditions of Sale and Delivery at any time with a reasonable period of notice. Previous versions of the Terms and Conditions of Sale and Delivery or previous versions of the General Terms and Conditions of Business hereby lose their validity. The current versions of the Terms and Conditions of Sale and Delivery and the General Terms and Conditions are available at www.salamander-windows.com in the footer at the bottom left.

4) Third parties - in particular our employees - are not authorized to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contracts. Such declarations shall not give rise to any obligations on our part.

II. Conclusion of the contract

1) Our offers are subject to change and non-binding, unless they contain declarations to the contrary, and apply exclusively to deliveries to the respective country of destination. Orders and contracts are only accepted when they have been confirmed by us in writing or electronically. We can accept offers or requests submitted to us within 1 week. The written or electronic order confirmation is decisive for the scope of delivery.

2) Order confirmations must be checked by the customer immediately after receipt against the order with regard to completeness, specification of the articles, quantities, prices and conditions in order to be able to correct any misunderstandings and transmission errors before delivery.

3) The reference to technical standards serves to describe the performance and is not a guarantee of quality. Information or illustrations (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances, drawings and technical data) are only approximate, unless the usability for the contractually intended purpose requires exact conformity. We only assume a guarantee if we expressly agree to it in writing. Obvious errors, printing, typing, calculation and calculation errors are not binding and do not justify any claims.

4) All agreements must be made in writing. The written form can only be waived by written agreement.

5) We reserve the right of ownership and copyright to all illustrations, drawings, calculations, costings and other documents. They may not be made accessible to third parties without our express consent. They shall be used exclusively for the fulfillment of the contractually owed services and shall be returned to us or deleted upon request - at the latest upon termination of the business relationship - without retention of copies, whereby the deletion shall be confirmed to us immediately in writing, as well as the fact that no more copies of the documents exist or that these have also been completely deleted.

III. Subject matter of the contract, prices, payment

1) The subject matter of the contract is the goods of the type, at the price and in the quantity specified in the order confirmation.

2) Our profile systems and accessories are exclusively intended for processing in window and door construction in accordance with the applicable processing guidelines. Any intended, active sale of unprocessed profiles and accessories to third parties must be notified immediately when the order is placed or if the intention to sell arises at a later date. This requires our express written consent. In the event of a breach of this provision, we shall be entitled to terminate the respective order immediately and to terminate the underlying framework agreement without notice.

3) The customer may not transfer his contractual rights to third parties without our express written consent.

4) The prices apply to the scope of services and delivery listed in the order confirmations. Our prices are quoted net in euros EXW (Incoterms 2020) ex works or warehouse and include standard packaging. Not included are VAT, freight costs, customs duties and customs clearance costs, fees and additional costs for special packaging. If these are to be borne by us, they will be charged separately. We currently charge a fee of €38 per shipment as a contribution to the costs of federal rail and highway tolls. This fee can be adjusted by us at any time in individual cases with regard to the required transportation route or generally in the event of an increase in toll charges. Unless otherwise agreed, invoices are due immediately net without any deductions.

5) We are entitled to demand price adjustments. The price adjustments shall become binding after a 30-day notice period. In the event of price adjustments, the prices valid at the time of receipt of the order shall apply, whereby we reserve the right to charge the adjusted price if the period between readiness for dispatch and delivery of the goods is more than 2 weeks because the customer has postponed delivery by more than 2 weeks and the price adjustment had already been announced by us at the time of receipt of the order. This also applies to orders that have already been confirmed. In addition, we reserve the right, at our own discretion, to reduce orders that exceed the previous average monthly order volume of the customer to normal quantities and to deliver the reduced order quantity if the price adjustment had already been announced by us at the time of receipt of the order. This also applies to orders that have already been confirmed.

The prices of steel reinforcements and other merchandise may be changed without notice with immediate effect as a result of fluctuations in market prices / purchase prices.

6) We are not obliged to accept follow-up contracts and are not bound by the prices agreed for the first or subsequent orders. If the customer does not agree to a reasonable price adjustment, we are entitled to withdraw from the contract without further costs.

7) Unless otherwise agreed, delivery can only be made against advance payment or after the provision of a 100% irrevocable and confirmed letter of credit or a bank guarantee for the gross amount of the order (including transportation and other costs). The confirmation of a letter of credit or a bank guarantee must be issued by a bank to be named by us. If a supplier credit (credit limit) has been agreed, this represents the upper risk limit on our part and presupposes unconditional compliance with fixed payment targets. Supplier credits can be revoked or limited at any time.

8) In the event of default in payment, any rebates, discounts and other benefits granted shall lapse. In the event of default in payment or in the event of justified doubts as to the customer's ability to pay, we may demand advance payment and/or assert a right of retention with regard to further performance if we are not secured by advance payment, letter of credit or bank guarantee for the full amount of the order. This shall also apply if our trade credit insurer refuses to insure our claim against the customer. The prerequisite for every delivery is the timely payment of previous invoices to our account. In the event of a delay in payment or a recognizable deterioration in the financial circumstances of the customer, we reserve the right not to execute confirmed orders and to stop current deliveries until corresponding advance payments or securities (letter of credit, bank guarantee, directly enforceable bank guarantee, etc.) have been made.

9) In the event of default in payment, the customer shall pay us default interest at the statutory interest rate. We reserve the right to prove that we have incurred higher damages as a result of the delay in payment.

10) Unless otherwise agreed, all payments shall be credited against the oldest unpaid invoices. Agreed terms of payment shall apply equally to invoices and credit notes.

IV. Dispatch, insurance, transfer of risk

1) The place of performance shall in any case be our supplying plant or warehouse. The risk shall pass to the customer when the goods leave the delivery plant or warehouse, unless we carry out the shipment ourselves or have it carried out by a forwarding agent appointed by us and irrespective of who bears the freight costs. Unless otherwise agreed, in the event that we carry out the delivery ourselves, we shall be free to determine the mode and route of shipment - without guaranteeing the fastest and cheapest transportation.

2) Unless otherwise stipulated in the agreed terms of delivery or other agreements, the goods shall only be insured against transportation, theft, breakage, water and fire damage or other insurable risks at the written request of our customer and at his expense.

3) If the goods are ready for shipment and shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass upon notification of readiness for shipment.

4) Unless expressly agreed otherwise, we shall choose the type of packaging at our discretion. Steel pallets, on the other hand, are not included in the scope of delivery and remain our property. We have the right to demand the return of the steel pallets from the customer at any time. While the steel pallets remain with the customer, the customer must store the steel pallets properly and mark them as our property. The customer shall be liable regardless of fault for any kind of damage to or loss of the steel pallets. If the packaging is carried out on wooden pallets, the wooden pallets shall be transferred to the customer upon delivery.

5) In the event that we decide to use steel pallets as a loading aid, we shall agree a pallet quota with our customer for the processing of the current business on the basis of the average monthly turnover of the last 3 months, whereby one pallet is assumed for every €667 of average monthly turnover. In addition, a buffer of 50% is assumed for pallets in transit. This total quota includes the goods in the delivery from the time of invoicing, the empty and full pallets at the customer's premises and the pallets on the return transport up to the time of receipt by us. If the customer explicitly reports steel pallets to us as free, i.e. pallets ready for collection, these pallets reported as free will not be included in the calculation of the total quota. If the total quota is exceeded, we will issue an invoice to the customer for a monthly rent of currently € 9 per excess pallet, but no earlier than 90 days after delivery of the first steel pallets. We reserve the right to invoice pallets that have been with the customer for longer than 180 days at the respective replacement price (currently € 350 / pallet). These pallets become the property of the customer after full payment. We reserve the right to deliver exclusively on wooden pallets in the future and to invoice these accordingly, particularly in the event of a pallet overstock as described above.

V. Delivery, delivery time, default of acceptance

1) Delivery times shall commence upon receipt of the order confirmation, but not before all commercial and technical questions have been clarified and the customer's due cooperation and advance performance obligations have been fulfilled.

2) Delivery times for goods to be delivered by us are only binding if this has been expressly agreed in writing. Delivery periods shall be extended in the event of force majeure or the occurrence of unforeseen obstacles which we are unable to avert despite exercising reasonable care in the circumstances of the individual case, such as in particular In the event of unforeseen hindrances which we cannot avert despite exercising reasonable care in the individual case, such as, in particular, industrial action, official measures at home or abroad through no fault of our own, power failure through no fault of our own, delays in the delivery of essential raw materials through no fault of our own, operational disruptions or operational restrictions at suppliers through no fault of our own, but also in the event of a significant change in order behavior in terms of volume and structure in the individual case, performance shall be suspended for the duration of the hindrance, irrespective of where the hindrance occurred. In the event of impossibility, we shall be released from our obligation to perform. Our customer shall only be entitled to claims for damages in cases where we are guilty of intent or gross negligence.

3) In the event of force majeure or if the aforementioned obstacles occur, we have the right to postpone deliveries for the duration of the force majeure and the corresponding start-up time or, if the force majeure actually or foreseeably lasts longer than 4 weeks, to withdraw from this contract in whole or in part with regard to the part of the contract not yet fulfilled. Force majeure is to be understood as pandemics and epidemics as well as officially ordered quarantine measures, strikes, blockades or unforeseeable circumstances, such as, for example, operational obstacles, plant closures, border closures and other travel restrictions, lack of means of transportation and lack of raw materials and energy, for which neither party is responsible and which make it impossible for us to carry out the deliveries on time despite reasonable efforts. This also applies to situations where the above obstacles occur during a delay with a delivery or a delay on the part of a subcontractor. We are obliged to inform the customer without undue delay of force majeure circumstances as defined above. In this case, the customer may demand that we submit a declaration within 2 weeks as to whether we wish to withdraw from the contract or carry out the delivery on a different date. If we do not submit such a declaration, the customer may withdraw from this contract within the scope of the part of the contract that has not yet been fulfilled.

4) Unless unreasonable or disproportionate, we are entitled to make partial, excess or early deliveries. In particular, we are entitled to increase or reduce the ordered goods to whole delivery units to a reasonable extent.

5) The delivery is subject to timely and proper delivery to us, unless we have culpably caused the non-delivery.

6) The delivery deadline shall be deemed to have been met if the goods are kept ready at the location specified in the order confirmation until its expiry.

7) If our customer is in default of acceptance or violates other obligations to cooperate, our claim to the contractually agreed consideration shall remain unaffected (§ 326 para. 2 BGB). Damages and additional expenses attributable to the default of acceptance shall be borne by the customer in default of acceptance. The risk of accidental loss or accidental deterioration shall pass at the time of default of acceptance.

VI. Warranty and liability

1) In accordance with § 377 para. 1 HGB (German Commercial Code), the customer is obliged to inspect the goods received immediately after delivery by us, within a period of 3 working days, and to notify us immediately by app or e-mail of any defects that can be detected in the course of a proper inspection. The same applies analogously to hidden defects after their discovery by the customer. If this notification is not made, the goods shall be deemed to have been approved.

2) Any claims for defects on the part of the customer presuppose that the customer has duly complied with the inspection and notification obligations incumbent on it under § 377 HGB (German Commercial Code) and has notified us of any defects by app or e-mail, stating all available data and samples as well as photos or video recordings, and in compliance with the other requirements specified in the current quality and processing guidelines with regard to notifications of defects.

3) The invoices must be checked by the customer for correctness and any discrepancies must be reported to us by app or e-mail within 1 week of the invoice date.

4) Letters of settlement regarding the allocation of payments and invoices must be checked by the customer for correctness within 2 weeks. Details of discrepancies must be reported to us within 2 weeks of receipt of the letter in question.

5) Recognizable transport damage or faulty or damaged packages must be noted on the consignment note and documented photographically, countersigned by the driver and a copy sent to the respective customer advisor by app or email. In order for damage to be recognized, the customer is obliged to send photos of damaged products by app or email. A copy of this form must be sent to us via app or email within two working days of receipt of the goods.

6) After expiry of the aforementioned deadlines or in the event of non-compliance with the aforementioned transmission forms and channels, the customer is excluded from raising any objections. The same shall apply if transport and other damage not recognizable in the course of a normal incoming goods inspection is not reported immediately in an appropriate manner (as described in section 5 above).

7) The limitation period for warranty claims shall be governed by the statutory provisions (§ 438 BGB).

8) In the event that our services are defective, we shall be free to offer the customer a replacement delivery or rectification of defects at our discretion (§ 439 BGB). The same shall apply to replacement deliveries and rectification of defects as to the original object of performance. In the case of rectification of defects, we shall not bear the additional costs associated with the fact that the delivery item has been taken to a place other than the place of performance. If we are not prepared or not in a position to make a replacement delivery or rectify the defect, or if such a delivery or rectification finally fails, the customer is entitled, at his discretion, either to withdraw from the contract (§§ 437, 440, 323, 326 BGB) or to reduce the purchase price (§§ 437, 441 BGB).

9) No warranty is assumed in the event of non-compliance with the manufacturer's applicable processing guidelines, in particular in the event of unsuitable or improper use, the use of non-approved additional components/commercial goods, improper processing, incorrect assembly or commissioning by the customer or third parties, natural wear and tear, incorrect or negligent handling or storage, improper maintenance and care, unsuitable operating materials, chemical, electrochemical or electrical influences. The same applies to changes in product properties caused or contributed to by climatic or environmental influences. We are entitled at any time to check compliance with the proper storage conditions as well as compliance with our respective valid processing guidelines on site at the customer's premises. In the event of non-compliance with the processing guidelines, we have the right to extraordinary termination.

10) The warranty shall lapse if the customer modifies the delivery item or has it modified by third parties without our consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs arising from the modification.

11) Further claims, in particular claims for compensation for direct or indirect damages, irrespective of the legal grounds, are excluded in the event of a breach of secondary contractual obligations, unless we are guilty of intent or gross negligence. In any case, our liability for consequential damages shall be limited to the extent usually foreseeable at the time of conclusion of the contract. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of any vicarious agents. If we have negligently breached a material contractual obligation, our liability for compensation for personal injury, property damage and financial loss shall be limited to the sum insured under our public liability/product liability insurance. The sum insured for public and product liability is € 1 million per insured event as a lump sum for personal injury and property damage. Within the scope of this sum insured, the following are available for

- EUR 100,000 per insured event for financial losses.

- Extended product liability insurance € 1 million per insured event.

Upon request, we will grant our customer access to our policies.

12) The above limitations and exclusions shall not apply to liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the German Product Liability Act (ProdHaftG) or other mandatory statutory provisions.

VII. Technical application notes

All details and information on the suitability and application of the object of performance are non-binding and do not release our customer from the obligation to carry out his own tests and trials. These are essential in view of the variety of conceivable uses of a product and because of the particular circumstances of our customers. Even if we provide technical application support, the customer shall bear the risk of success and the technical/economic usability of his work, unless we provide consulting or similar services for a separate fee. Our customer is responsible for compliance with statutory and official regulations when using our deliveries and services.

VIII. Trademarks, property rights and confidentiality

1) The Customer shall treat all contractual contents, in particular prices and discounts, know-how and other business secrets as strictly confidential and shall not disclose or make available any information, documentation, drawings or other documents to third parties without our express written consent. This does not apply if these contents are publicly known without breach of the confidentiality obligation.

2) The use of Salamander's trademarks requires the conclusion of a corresponding written license agreement with Salamander.

3) The Customer may not change or misuse the trademarks in any other way and may not transfer them to third parties. Furthermore, the Customer may not use any other trademarks, company logos, signs, logos or images that could cause confusion with our trademarks. The customer shall notify us immediately of any unauthorized use of the trademarks by third parties that it discovers.

4) With the delivery of our products, we do not assume any warranty for use free of industrial property rights. Even if we undertake delivery in accordance with information, drawings, models or samples provided to us by the customer, the customer shall guarantee that the manufacture and delivery of these items does not infringe the industrial property rights of third parties. If a third party prohibits us from manufacturing and supplying items that are manufactured according to the customer's specifications, drawings, models or samples by invoking an industrial property right, we shall be entitled - without being obliged to examine the legal situation - to discontinue the manufacture and supply and to demand reimbursement of the costs incurred from the customer, to the exclusion of all claims for damages by the customer. The customer undertakes to indemnify us immediately from license and compensation claims of third parties. For all direct and indirect damages and claims arising from the infringement and assertion of any industrial property rights, the customer shall pay an appropriate advance payment at our instigation. We have the exclusive manufacturing rights to all profiles and other products which are manufactured according to designs, drawings and/or tools developed by us. Imitation or manufacture by the customer or third parties is only permitted with our express permission.

IX. Retention of title

1) Our deliveries and services shall remain our property until full payment of all claims, including all ancillary claims. In the event of breach of contract by our customer, in particular default in payment, we shall be entitled to reclaim our deliveries and services. Taking back the goods does not constitute a withdrawal from the contract unless we have expressly declared this. The seizure of our deliveries and services shall always constitute a withdrawal from the contract. After taking back our deliveries and services, we are authorized to utilize them. The proceeds of the realization, reduced by reasonable realization costs, shall be credited.

2) Our customer is not entitled to pledge the reserved goods before final payment, to assign them to third parties as security or to encumber them in any other way with third-party rights. In the event of seizure or other interventions by third parties, our customer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, our customer shall be liable for the loss incurred by us.

3) The customer is entitled to process and resell our reserved goods in the ordinary course of business. However, he hereby assigns to us all claims in the amount of our final invoice amount, including VAT, which accrue to him from the resale against his customers or third parties, irrespective of whether the items delivered under retention of title have been resold without or after processing, mixing or other transformation. We accept this assignment. The customer shall remain authorized to collect its receivables from customers even after the assignment. Our authorization to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfills his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. However, if one of the above circumstances occurs, we may demand that the customer informs us of the assigned claims and their debtors and provides us with all information necessary for collection, as well as hands over the relevant documents and discloses the assignment to us to the debtors.

4) The customer shall also assign to us the claims to secure our claims against him which accrue to him against a third party through a connection of our items delivered under retention of title with a property. We accept this assignment.

5) We are obliged to release the securities to which we are entitled at the request of the customer to the extent that the value of the securities exceeds our claims to be secured by more than 20%. We shall be responsible for selecting the securities to be released.

X. Export law

Our deliveries are subject to the proviso that any necessary export/import licenses are granted or that there are no other obstacles to the delivery due to export/import or transfer regulations to be observed by us as exporter/importer/transferor. The customer shall be liable for this.

XI. Rights of set-off and retention.

We shall be entitled to rights of set-off and retention to the extent permitted by law. Otherwise, set-offs may only be declared and rights of retention only exercised with counterclaims that are legally established, undisputed or recognized by us.

XII. Data protection

1) The necessary personal data of the customer will be collected, processed and used by us for the processing of the order. The customer expressly agrees to this collection, processing and use of personal data for the purpose of fulfilling the purchase contract and to protect our legitimate interests. The customer can revoke this consent at any time (Art. 21 GDPR).

2) All data processing operations are carried out in compliance with the General Data Protection Regulation GDPR (Art. 6 para. 1b GDPR). We take certain technical and organizational measures to protect the customer's data stored by us against loss, access or manipulation by unauthorized persons. If the customer exercises their right to erasure of data, all data that is not expressly required to be retained by law will be erased immediately. The customer will be informed of the measures taken as soon as possible.

3) The address and contact details of the customer may be passed on to the transport service provider commissioned with the delivery, insofar as this is absolutely necessary for the delivery. In any case, only the absolutely necessary data will be transmitted (data minimization). If necessary, our IT service companies have access to the customer's personal data; they contractually guarantee the reliable handling of the customer's personal data.

4) For detailed information on the subject of data protection and your rights as a data subject, please refer to the data protection information on our homepage at www.salamander-windows.com.

5) You can contact our data protection officer at datenschutz@sip.de or at the following postal address SNS Systems GmbH, Palmbachstrasse 20, 65510 Hünstetten.

XIII Final provisions.

1) The place of performance for all obligations incumbent upon us is the location of our registered office, unless otherwise agreed in writing in individual cases.

2) The exclusive place of jurisdiction for all types of disputes with customers who are registered traders, legal entities under public law or special funds under public law is the court responsible for our registered office. However, we reserve the right to bring an action at the place of business or residence of the customer or any other place of jurisdiction under applicable law.

3) The legal relationship with the customer shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the Uniform Law on the International Sale of Goods and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

4) Should any of these provisions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that comes as close as possible to the economic and legal purpose or meaning of the invalid or unenforceable provision(s).