§ 1 General provisions

(1) The following terms and conditions, in the version applicable at the time of conclusion of the contract, shall apply to all our deliveries and services in business with the customer. Other terms and conditions of the other party, in particular in General Terms and Conditions, are rejected unless they are expressly agreed to.

(2) Verbal collateral agreements made by our representatives or employees do not exist. Agreements deviating from these Terms and Conditions shall only be binding if expressly confirmed by us in writing.

§ 2 Contracting party

The contracting partner is GÖLZ GmbH, represented by the managing director Donghai Zheng, Dommersbach 51, D-53940 Hellenthal, registered in the Commercial Register (HRB No.: 3442) of the District Court of Düren.

§ 3 Conclusion of contract

Our offers are subject to change and non-binding. Orders shall only be deemed accepted when we confirm the order in writing. The confirmation is decisive for the content of the delivery contract.

§ 4 Prices

(1) Orders shall be invoiced in EURO at the prices agreed in the confirmation letter. For deliveries without agreement of fixed prices, the prices valid in our company on the day of delivery shall be invoiced.

(2) The prices quoted by us shall only apply to the individual order.

(3) Our prices are calculated ex works excluding VAT, customs duty, freight, shipping packaging and insurance. These costs shall be borne additionally by the Customer even if they are not specifically shown on the invoice.

§ 5 Packaging

The type of packaging shall be in accordance with our proper determination and shall be calculated at cost price.

§ 6 Shipping

(1) Shipping shall be at the expense and risk of the Customer, unless otherwise agreed in writing.

(2) Unless otherwise agreed in writing, we shall determine the means and route of transport without being responsible for choosing the fastest and cheapest option.

(3) Special requests of the Customer (e.g., accelerated shipping method, special packaging, commissioning of a specific freight forwarder) shall be taken into account as far as possible against invoicing of possible additional costs.

(4) The risk of loss shall pass to the Customer when the item has left the supplier's factory, even if partial deliveries are made or the Supplier has taken over the transport.

§ 7 Delivery

(1) Information on the delivery time shall be understood as estimated delivery times. The date of delivery is complied with when the delivery goods have left our plant or readiness for shipment has been notified. Compliance with the delivery time is subject to correct and timely self-delivery.

(2) If delivery is not possible as a result of circumstances beyond our control, e.g., natural disasters, war, riot, intervention by public authorities, energy shortages or industrial action, the delivery time shall be extended by the duration of these circumstances.  During this period, the Supplier shall be released from any liability for damages or from any other contractual remedy for breach of contract.

(3) Unless otherwise agreed, the parties expressly agree that the contract may be terminated by either party if the duration of the obstacles has exceeded 120 days.

(4) Upon request of the Customer, we shall declare whether we will terminate the contract or deliver within a reasonable period to be determined by us.

(5) If the Customer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the Customer is responsible, the Supplier shall be entitled to demand compensation for the damages resulting therefrom including additional expenses (storage costs).

§ 8 Payments

(1) Our invoices are payable net, unless otherwise agreed in writing.

(2) All payments shall be made free of charge. Bank, discount and collection charges shall be borne by the customer.

(3) Payments shall always be offset against the oldest invoice due. The Customer may only offset claims that are undisputed or have been legally established.

(4) Payments by bill of exchange and cheque require prior agreement. They shall only be accepted on account of performance and shall only be deemed to be payment if they have been cashed and irrevocably credited to the Supplier's account.

(5) If the payment target is exceeded, we shall be entitled to charge interest at the statutory rate from this point in time, even without a reminder. The Customer reserves the right to prove that there was less or no interest loss. In the event of default, we reserve the right to claim further damage caused by default.

(6) Payments may only be made to our company or to persons expressly legitimised in writing or through power for collection.

§ 9 Warranty

(1) For material defects we exclusively assume warranty as follows:

a) All those parts which turn out to be defective as a result of a circumstance prior to the transfer of risk shall be repaired or resupplied free of charge at the Supplier's discretion.

b) The Supplier shall be notified immediately in writing of the discovery of such defects.

c) Replaced parts shall become the property of the Supplier.

d) The Customer shall, after consultation with the Supplier, grant a reasonable period of time for the subsequent performance of all repairs and/or replacement deliveries deemed necessary by the Supplier; otherwise, the Customer shall not be entitled to any warranty rights.

e) If the subsequent performance fails, the Customer shall have the right to withdraw from the delivery contract or to reduce the contract price, at the Customer's discretion.

f) If the Customer or a third party carries out improper repairs, the Supplier shall not be liable for the consequences resulting therefrom.

(2) For defects of title we exclusively assume warranty as follows:

a) If the use of the delivery item leads to the infringement of industrial property rights in Germany, the Supplier shall, at his own expense, generally procure for the Customer the right to continue using the delivery item or modify the delivery item in a manner reasonable for the Customer in such a way that the infringement of industrial property rights no longer exists.

b) If this is not possible on commercially reasonable terms or within a reasonable period of time, the Customer shall be entitled to withdraw from the contract. Under the aforementioned conditions, the supplier shall also be entitled to withdraw from the contract.

c) In addition, the Supplier shall indemnify the Customer from undisputed or legally established claims of the respective property right holders.

d) The aforementioned obligations shall only exist if the Customer informs the Supplier immediately of the asserted infringements of industrial property rights or copyrights, if the Customer supports the Supplier to a reasonable extent in the defence against the asserted claims and if he enables the Supplier to carry out the modification measures.

§ 10 Liability

(1) In the event of pre-contractual infringements of obligations or infringements of secondary obligations on the part of the Supplier, the Customer shall primarily be entitled to a subsequent performance claim. If this fails, the Customer can withdraw from the contract.

(2) For any damage that has not occurred to the delivery item itself, the Supplier shall only be liable

- in the event of intent,

- in the event of gross negligence on the part of the user, his legal representatives and managing

  vicarious agents as well as his ordinary vicarious agents

- in the event of culpable injury to life, limb or health,

- in the event of defects which he has fraudulently concealed or the absence of which he has guaranteed.

In the event of culpable infringement of material contractual obligations, the Supplier shall also be liable in the event of gross negligence on the part of non-executive employees and in the event of minor negligence, in the latter case limited to reasonably foreseeable damage typical for the contract. Further claims are excluded.

(3) In addition, the Supplier shall be liable for defects of the delivery item insofar as liability for personal injury or property damage is provided for under the Product Liability Act.

§11 Prescription

Claims for defects shall prescribe after twelve months. Claims for damages due to injury to life, limb or health, as a result of grossly negligent, intentional or fraudulent conduct, as well as claims under the Product Liability Act are excluded from the shortened prescription period.

§12 Retention of title

(1) The Supplier shall retain title to the delivery item until all outstanding claims - also from other deliveries and services on the part of the Supplier to the Customer - have been settled.

(2) The Customer may sell the delivery goods, to which we have retained title, in the ordinary course of business, unless he is in default of payment or has suspended payments. If the Customer sells the delivery goods, he hereby assigns, to our company, in order to settle all our claims, the rights against his customers to which he is entitled from the sale, together with all ancillary rights and securities. The Customer may collect the claims assigned to our company subject to revocation unless he is in default of payment or has suspended payments. If there are already claims against third parties arising from damage to or loss of the not yet fully paid delivery goods, the Customer hereby assigns, to our company, his claim for payment arising therefrom.

(3) If the Customer's claims from the resale of our reserved goods are included in a current account, he hereby assigns, to our company, his claim for payment in the amount of the respective and recognised balance, namely in the amount of our claim against the Customer. If the value of the security granted to our company exceeds our claim against the Customer by more than 20%, we shall be obliged to release the claim upon the customer's request.

(4) The Customer may not pledge the delivery goods or assign them as security.

Pledging of the delivery goods must be immediately reported to us, enclosing the pledging report (copy).

(5) Insurance of the delivery item against transport damage, theft or other insurable risks shall only be taken out upon the express request and at the expense of the Customer.

(6) If, in the case of deliveries (of the reserved goods) abroad, certain measures have to be taken by the Customer in the importing country in order to give effect to the rights and obligations referred to in No. 2 and No. 3 (extended retention of title), this shall be done at the expense of the Customer.

(7) Should our retention of title lose its validity in the case of deliveries abroad, the Customer shall be obliged, at his own expense, to immediately provide us with other security for the reserved goods or any other security for our claim which is effective under the law applicable to the Customer's place of business, and which comes as close as possible to the retention of title under German law.

(8) In the event of breach of contract by the Customer, in particular in the event of default in payment, the supplier shall be entitled to take back the delivery item after issuing a reminder and the Customer shall be obliged to surrender it. Taking back or pledging the reserved goods by the Supplier does not constitute a withdrawal from the contract unless this is expressly declared by us.

(9) The application for the opening of insolvency proceedings entitles the Supplier to withdraw from the contract and to claim the immediate return of the delivery item.

§ 13 Place of performance and place of jurisdiction

(1) Place of performance for deliveries, services and payments is D-53940 Hellenthal.

(2) The exclusive place of jurisdiction for all litigations, including suits filed in connection with cheques and bills of exchange, is Schleiden. We reserve the right to sue at the customer's place of business, too.

(3) The business relationship between us and our contractual partner shall be governed exclusively by the law applicable in the Federal Republic of Germany, excluding the international sales law, in particular the United Nations Convention on Contracts for the International Sale of Goods, and other international conventions for the standardisation of the law on the sale of goods.

§ 14 Final provisions

(1) The Customer is not entitled to assign his claims against the Supplier to third parties.

(2) Should one or more provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of all other provisions and agreements. Should a regulation be ineffective in whole or in part, the contracting parties shall replace or supplement it with appropriate regulations that correspond to the economic purpose of the intended regulation.

(version 03/2025)