1. General Scope

1.1 All current and future legal relationships between Röhma GmbH and the client are based on these General Terms and Conditions of Sale ("AVB") in their respective versions, unless otherwise stated in the text of the order confirmation or other enclosed special conditions. Röhma GmbH will immediately inform the client of changes to the AVB. The goods offered by Röhma GmbH are limited to PET furniture foils and refined MDF boards as well as processed products for similar use.

1.2 The AVB apply only to entrepreneurs within the meaning of § 14 German Civil Code (BGB).

1.3 The GCI apply exclusively. Röhma GmbH does not recognize conflicting or deviating terms and conditions of the client, unless Röhma GmbH has expressly agreed to them. The GCI also apply if Röhma GmbH unconditionally carries out the delivery to the customer in the knowledge of the client's conflicting or deviating conditions.

1.4 In addition, the INCOTERMS of the International Chamber of Commerce in Paris apply in cross-border traffic in the current version at the time of delivery or service.

1.5 All individual agreements made between Röhma GmbH and the client for the execution of this contract have priority over these GTS. A written contract or a written confirmation from Röhma GmbH is authoritative for their content.

1.6 Legally relevant declarations and notifications that the client must submit to Röhma GmbH after the contract has been concluded (e.g. setting deadlines, notifications of defects, declarations of withdrawal and reduction) must be in writing to be effective.

1.7 Should a provision of the agreements made individually in the contract or in the individual orders and/or the provisions relating only to the subject, type, scope, quantity and quality of the contractual deliveries and services, as well as the price agreements, be or become ineffective or unenforceable , then the ineffective or unenforceable provision with retroactive effect is replaced by a provision that corresponds to the content and economic intention of the ineffective or unenforceable provision.

2. Offer and conclusion of contract

2.1 The offers of Röhma GmbH are subject to change and non-binding.

2.2 The order of the goods by the customer is a binding offer of a contract, which Röhma GmbH can accept within 14 days of receipt, unless the customer's order results in a different acceptance period. Röhma GmbH is entitled to declare acceptance either in writing by order confirmation or by delivering the goods to the customer.

2.3 The delivery period is agreed individually or specified by Röhma GmbH when the order is accepted

2.4 Röhma GmbH reserves property rights and copyrights to drawings, illustrations and other documents that Röhma GmbH provides to the client; they may only be made accessible to third parties with the prior written consent of Röhma GmbH.

3. Prices - terms of payment

3.1 Unless otherwise stated in the order confirmation, the prices stated therein apply free to the receiving point and also include packaging costs. The statutory value added tax is not included in the prices; it is shown separately on the invoice at the statutory rate on the day of invoicing. The customer bears any customs duties, fees, taxes and other public charges. The deduction of a cash discount requires a special prior agreement.

3.2 The price is due for payment within 30 days from the date of invoice and delivery of the goods.

3.3 Röhma GmbH reserves the right to change the prices accordingly if, after conclusion of the contract, he is not responsible for cost increases, in particular due to wage agreements or material price increases. If costs are reduced, Röhma GmbH is obliged to do the same. In both cases, proof will be provided to the client on request.

3.4 Payment instruction checks, and bills of exchange, are only accepted after special agreement and only on account of payment, with the calculation of all collection and discount charges.

3.5 The client is only entitled to set-off or retention rights if his counterclaims have been legally established, are undisputed or have been recognized by Röhma GmbH. In addition, he is only authorized to exercise a right of retention if his counterclaim is based on the same contractual relationship. The client's rights to defects, in particular pursuant to Section 5 of the General Terms and Conditions, remain unaffected.

3.6 Röhma GmbH is entitled to carry out or provide outstanding deliveries or services only against advance payment or security if the Röhma GmbH becomes aware of circumstances after the conclusion of the contract which are likely to significantly reduce the credit worthiness of the client and which make payment more open Claims of Röhma GmbH from the respective contractual relationship (including from other individual orders to which the same framework contract applies) are at risk.

3.7 In the event of late payment, the legal regulations apply. Röhma GmbH's claim to commercial interest on due dates (§353 German Commercial Code, HGB) remains unaffected.

4. Force Majeure

Röhma GmbH is not liable for the impossibility of delivery or for delivery delays, insofar as these are caused by force majeure or other unforeseeable events at the time the contract was concluded (e.g. operational disruptions of all kinds, difficulties in procuring materials or energy, transport delays, strikes, lawful lockouts, defects of labor, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the failure to deliver, incorrect or not on time by suppliers, including internal suppliers of Röhma GmbH), which Röhma GmbH is not responsible for. If such events of Röhma GmbH make delivery or performance significantly more difficult or impossible and the hindrance is not only of a temporary nature, Röhma GmbH is entitled to withdraw from the contract. In the event of temporary obstacles, the delivery or service deadlines are extended, or the delivery or service dates are postponed by the period of the disability plus a reasonable start-up period. If the customer cannot be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by giving the contractor an immediate written declaration.

5. Claims for defects

5.1 The statutory provisions apply to the client's rights in the event of material and legal defects, unless otherwise specified below.

5.2 The customer's claims for defects presuppose that he has complied with his statutory inspection and notification obligations. If there is a defect during the inspection or later, Röhma GmbH must be notified immediately in writing. The notification is considered immediate if it is made within 2 weeks. Damage to the packaging must be noted in the freight documents or notified to the forwarding agent and Röhma GmbH in writing at the latest on the 6th day after delivery. The timely sending of the notification is sufficient to meet the deadline. If the client fails to properly inspect and report defects, the liability of Röhma GmbH for the undisclosed defect is excluded.

5.3 Röhma GmbH will, at its discretion, rectify any defects in the goods delivered in good time, taking into account the interests of the client, or deliver goods free of defects.

5.4 Insofar as Röhma GmbH does not expressly acknowledge any claims for defects on the part of the customer, new deliveries and improvements to the goods are carried out on goodwill and without acknowledging any obligation to perform.

5.5 Röhma GmbH is entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the client is entitled to withhold a reasonable proportion of the purchase price in relation to the defect.

5.6 Rejected goods may only be returned with the express consent of Röhma GmbH. If the notice of defects is justified, Röhma GmbH reimburses the shipping costs that are reasonable for the value of the goods.

5.7 If the supplementary performance fails or if a reasonable period of time to be set by the client for the supplementary performance has expired without success or is dispensable according to the statutory provisions, the client can (without prejudice to other rights) withdraw from the contract or reduce the price. In a minor defect, however, there is no right of withdrawal.

5.8 At the request of Röhma GmbH, the customer must declare within a reasonable period whether he will withdraw from the contract due to a defect or continue to insist on delivery.

5.9 Claims for damages or reimbursement of expenses on the part of the customer only exist in accordance with Section 6 of these GCI and are otherwise excluded.

6. Liability

6.1 Unless otherwise stated in these General Terms and Conditions, including the provisions below, Röhma GmbH is liable in the event of a breach of contractual or non-contractual obligations in accordance with the statutory provisions.

6.2 The liability of Röhma GmbH for damages, regardless of the legal reason, is limited, insofar as it is a matter of fault, in accordance with this Section 6.

6.3 Röhma GmbH is not liable

(i) in the event of simple negligence on the part of its organs, legal representatives, employees or other vicarious agents;

(ii) in the event of gross negligence on the part of its non-managerial employees or other vicarious agents, insofar as it is not a violation of essential contractual obligations. Essential to the contract are such obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the client can regularly rely.

6.4 Insofar as Röhma GmbH is liable for damages in accordance with Section 6.3, its liability is limited to the foreseeable, typically occurring damage. Indirect damage and consequential damage, which are the result of defects in the delivery item, can only be replaced if such damage is typically expected when the goods are used as intended.

6.5 The foreseeable, typically occurring damage amounts to the value of the goods delivered as part of the contractual relationship.

6.6 The liability exclusions and restrictions resulting from sections 6.3 to 6.5 apply to the same extent in favor of the bodies, legal representatives, employees and other vicarious agents of Röhma GmbH.

6.7 Due to a breach of duty that is not a defect, the client can only withdraw or terminate if röhma GmbH is responsible for the breach of duty. The legal requirements and legal consequences also apply.

6.8 The restrictions of this number 6 do not apply to the liability of Röhma GmbH for intentional behavior, for guaranteed quality features, for injury to life, limb or health or according to the Product Liability Act.

7. Limitation

7.1 In deviation from Section 438 (1) No. 3 German Civil Code (BGB), the general limitation period for claims arising from material and legal defects is one year from delivery.

7.2 The above limitation periods of the law on sales also apply to contractual and non-contractual claims for damages on the part of the customer, which are based on a defect in the goods, unless the application of the regular statutory limitation (§§ 195, 199 German Civil Code, BGB) would lead to a shorter limitation period in individual cases. The limitation of the product liability law remains unaffected in any case. Otherwise, the statutory limitation periods apply exclusively to claims for damages by the client pursuant to Section 6.

8. Technical information sheets and approvals

8.1 If Röhma GmbH provides the customer with operating instructions, technical information sheets, approvals and certificates (“technical documentation”), the customer is obliged to pass these on to its customers.

8.2 Röhma GmbH must indemnify the client against third party claims based on the client's failure to pass on the technical documentation to the client.

9. Retention of title

9.1 Röhma GmbH retains ownership of the delivered goods until all payments of existing or pending claims from the business relationship with the client have been received. The goods as well as the goods taking their place in accordance with this section 9 and covered by the retention of title are hereinafter referred to as "reserved goods" for the purposes of this section 9.

9.2 The ownership of Röhma GmbH also extends to the new products resulting from processing, combining or mixing its reserved goods at their full value. The processing takes place for Röhma GmbH as the manufacturer. In the case of processing, combining or mixing with items not belonging to the contractor, Röhma GmbH acquires co-ownership in the ratio of the invoice value (including VAT) of its reserved goods to the invoice values​​ (including VAT) of the other materials. In these cases, the client must keep the property owned or co-owned by Röhma GmbH free of charge.

9.3 In the event of behavior contrary to the contract by the customer, especially in the event of late payment, Röhma GmbH is entitled to demand the return of the goods. There is no withdrawal from the contract in the request to return the goods, unless Röhma GmbH expressly declares this in writing. If the client does not pay the purchase price due, Röhma GmbH may only assert these rights if the client has previously unsuccessfully set a reasonable deadline for payment or if such a deadline can be dispensed with in accordance with the statutory provisions. Röhma GmbH always seizes the goods subject to retention of title by withdrawing from the contract. After taking back the goods subject to retention of title, Röhma GmbH is authorized to sell them; the proceeds from the sale are to be offset against the customer's liabilities (less reasonable costs of sale).

9.4 The client is obliged to handle the goods subject to retention of title until full payment in accordance with Section 9.1; in particular, he is obliged to adequately insure them against fire, water and theft damage at replacement value at his own expense.

9.5 In the event of seizure of the goods subject to retention of title or other interventions by third parties, the customer must immediately notify Röhma GmbH in writing so that Röhma GmbH can bring an action in accordance with Section 771 Code of German Civil Procedure (ZPO) If the third party is unable to reimburse Röhma GmbH for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 Code of German Civil Procedure (ZPO), the client is liable for the loss incurred by Röhma GmbH.

9.6 The client is entitled to resell the reserved goods in the ordinary course of business; however, he already assigns to the contractor all claims in the amount of the invoice value (including VAT) from the sale of the reserved goods including bills of exchange and checks to secure the respective claims. In the case of sales of goods subject to retention of title in which Röhma GmbH has co-ownership, the assignment is limited to the proportion of claims that corresponds to its co-ownership. The customer remains entitled to collect these claims even after the assignment. The authorization of Röhma GmbH to collect the claim itself remains unaffected. However, Röhma GmbH is obliged not to collect the receivable as long as the client meets his payment obligations, does not fall into arrears and, in particular, there is no application to open insolvency proceedings or there is no other lack of performance. If this is the case, Röhma GmbH is entitled to request that the client notify him of the assigned claims and their debtors, provide all the information necessary for collection, hand over the associated documents and notify the third party of the assignment.

9.7 If the value of the collateral exceeds the claims to be secured by more than 10%, Röhma GmbH will release collateral to the extent requested by Röhma GmbH at the request of the client.

10. Transfer of risk - packaging

10.1 The risk of accidental damage or accidental loss of the goods passes to the customer when the goods are handed over to the freight forwarder, the carrier or another person who is responsible for the dispatch.

10.2 If the client so wishes, Röhma GmbH will cover the delivery with transport insurance.

10.3 Reusable packaging (e.g. plastic winding sleeves, packaging frames, end plates and pallets) are the property of Röhma GmbH and are only provided to the customer on loan. They are to be treated with care and made available to Röhma GmbH for return within 3 months from the invoice date at the latest, for deliveries abroad at the latest 6 months from the invoice date. The Röhma GmbH will pick up and return according to the packaging return system installed at Röhma GmbH at its own expense after notification to the customer. Röhma GmbH expressly reserves the right to claim damages due to late or non-provision, as well as damage or soiling of the reusable packaging.

10.4 Other packaging material will not be taken back. The client is therefore obliged to ensure that this packaging is properly disposed of at its own expense.

11. Confidentiality

The contracting parties undertake to keep all information accessible to them in connection with this contract, which is designated as confidential or which is recognisable as a trade or business secret due to other circumstances, indefinitely and neither (unless required to achieve the purpose of the contract) to record or exploit in any way.

12. Brands

Brands may only be used with the express written consent of the trademark owner in connection with the products manufactured by the customer.

13. Final provisions

13.1 German law applies to all claims arising from or in connection with the purchase of goods from Röhma GmbH. If German law does not apply, the non-agreement on contracts for the international sale of goods from April 11, 1980 in the currently valid version (CISG) applies. The place of jurisdiction for all civil lawsuits is Bielefeld. In the event of a legal dispute before foreign courts, the buyer is obliged to bear the costs of the legal dispute, in particular the attorney's fees of Röhma GmbH, according to his share in the unsuccessful party.

13.2 The place of performance is Bielefeld (Germany).

13.3 The exclusive place of jurisdiction for legal disputes arising from or in connection with this contract is Bielefeld (Germany).

June 1, 2020