Conditions (AGB)

General Terms and Conditions of Krass + Wissing GmbH

Krass + Wissing GmbH has its registered office in Germany. The German version of these General Terms and Conditions is the legally binding version. This English version is provided for information purposes only. In the event of discrepancies or interpretation differences, the German version shall prevail.
The following General Terms and Conditions apply exclusively to contracts with merchants (Kaufleute) within the meaning of Section 14 of the German Civil Code (BGB).

§ 1 Scope

1. These General Terms and Conditions apply to all deliveries and services of the Seller to merchants.

2. Conflicting or deviating terms and conditions of the Buyer shall not apply unless their applicability has been expressly agreed in writing.

§ 2 Subject Matter of the Contract and Scope of Supply

1. The subject matter of the contract comprises exclusively the goods supplied by the Seller in accordance with the individual agreement. The goods are semi-finished products and components intended for further processing by the Buyer. If the Buyer does not further process the supplied goods itself but resells them to third parties without alteration, this takes place outside the contractual purpose owed by the Seller. In such case, no further claims against the Seller shall arise from the resale.

2. The Seller owes exclusively the delivery of the agreed goods in the agreed quantity, quality and specification. No further characteristics, suitability or use are owed.

3. The supplied goods are not intended as end products and are not manufactured or placed on the market by the Seller for sale to end consumers. The Seller assumes no responsibility for characteristics, functions, safety, conformity or suitability of end products manufactured or further processed by the Buyer.

4. Any liability or warranty for the suitability of the supplied goods for a particular purpose intended by the Buyer shall exist only if such purpose was expressly communicated to the Seller in writing prior to conclusion of the contract and expressly confirmed by the Seller in writing.

5. The Seller cannot be expected to have industry-external, application-specific or end-product-specific specialist knowledge. Advisory or notification duties exist only to the extent mandatorily required by law.

6. Assignment or transfer of warranty or liability claims to third parties, in particular to purchasers or end customers of the Buyer, is excluded. Warranty rights exist exclusively within the direct contractual relationship between Seller and Buyer.

§ 3 Toll Manufacturing / Processing of Customer-Supplied Goods

1. If the Seller, on behalf of the Buyer, provides processing, finishing or manufacturing services on goods supplied by the Buyer (toll manufacturing), the Buyer shall provide the materials required for this at its own responsibility.

2. Within the scope of toll manufacturing, the Seller shall be liable exclusively for the proper performance of the agreed processing steps. Any liability for the condition, quality, suitability or freedom from defects of the goods supplied by the Buyer is excluded.

3. The Seller is not obliged to inspect the goods supplied by the Buyer for hidden defects or defects that are not readily recognizable. Any duty to inspect exists only to the extent mandatorily required by law.

4. The Seller assumes no liability or responsibility for characteristics, functions, conformity, marketability or suitability of end products that arise from the supplied goods after processing or are further processed.

5. Remuneration for toll manufacturing services shall be governed by the agreement made and shall be owed irrespective of whether the supplied goods are suitable for the purpose intended by the Buyer, provided that the processing has been carried out in accordance with the contract.

§ 4 Quality, Specification and Samples

1. The quality of the supplied goods shall be determined exclusively by the specification expressly agreed between the parties. Public statements, descriptions or representations by the Seller do not constitute an agreement on quality unless expressly confirmed in writing.

2. Information on characteristics, qualities, intended uses or application possibilities of the goods serves solely as a general description and does not constitute a guaranteed quality.

3. Samples, specimens or reference materials are binding only if their binding nature has been expressly agreed in writing. Otherwise, they serve merely as non-binding samples for illustrative purposes.

4. Minor, customary in trade, industry-standard or technically unavoidable deviations in quality, color, width, weight, finish or other characteristics do not constitute a defect provided they do not materially impair the usability of the goods.

5. A delivery true to sample or a delivery outside industry-standard tolerances requires an express written agreement.

§ 5 Delivery, Passing of Risk and Place of Performance

1. The place of performance for all obligations arising from the contractual relationship is the Seller’s registered office.

2. Delivery shall be ex works or ex warehouse of the Seller unless expressly agreed otherwise. The Buyer shall bear shipping costs and any packaging costs unless otherwise agreed.

3. Risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer upon handover of the goods to the carrier or freight forwarder, at the latest upon the goods leaving the Seller’s works or warehouse.

4. The goods shall generally be shipped uninsured. Transport insurance will be taken out only upon the Buyer’s express request and at the Buyer’s expense.

5. If the Buyer is in default of acceptance, the Seller is entitled, after setting a reasonable grace period, to withdraw from the contract or to claim damages. Further rights remain unaffected.

§ 6 Delay in Delivery and Grace Period

1. Delivery dates or delivery periods are binding only if expressly agreed in writing as binding. Fixed-date transactions are not concluded unless expressly agreed otherwise.

2. If the Seller is in default of delivery, the Buyer must set the Seller a reasonable grace period for performance.

3. After the unsuccessful expiry of the grace period, the Buyer is entitled to withdraw from the contract. Further claims, in particular claims for damages, exist only in accordance with the applicable statutory provisions and these General Terms and Conditions.

4. Claims of the Buyer due to delay in delivery are excluded as long as the grace period has not been effectively set and has not expired unsuccessfully.

§ 7 Inspection and Notice of Defects (Section 377 German Commercial Code – HGB)

1. The Buyer is obliged to inspect the delivered goods carefully without undue delay after delivery.

2. Obvious or detectable defects must be notified to the Seller in writing within 5 working days after delivery. If timely notice is not given, the goods shall be deemed approved with regard to such defects.

3. Hidden defects must be notified to the Seller in writing without undue delay after discovery. If notice is not given without undue delay, the goods shall also be deemed approved with regard to such defects.

4. Notice of a defect must be given in writing, at least by e-mail, and must enable clear allocation to the affected delivery.

5. After the start of further processing, cutting or other handling of the goods, complaints regarding obvious defects are excluded.

6. The above provisions apply in addition to Section 377 HGB. If the inspection and notice obligations are not complied with, warranty claims are excluded.

§ 8 Warranty and Cure

1. For material defects of the delivered goods, only the statutory warranty under the relevant provisions of German law shall apply, unless otherwise provided below.

2. Any warranty claims require that the Buyer has duly and timely complied with its inspection and notice obligations pursuant to § 7.

3. In the event of a justified and duly notified defect, cure shall take priority. The type of cure shall be determined by the Seller taking into account technical feasibility and economic reasonableness.

4. The Buyer has no claim to a specific type of cure.

5. If cure fails or is unreasonable for the Seller, the Buyer is entitled to reduce the purchase price or to withdraw from the contract. Further claims exist only in accordance with the applicable statutory provisions and these General Terms and Conditions.

6. Replacement deliveries or repairs do not lead to a restart or extension of the warranty period.

7. Warranty claims exist exclusively in relation to the delivered goods. Any liability or warranty for characteristics, functions, safety, conformity or suitability of end products manufactured or further processed by the Buyer is excluded.

8. Warranty claims are excluded insofar as defects are attributable to improper use, processing, modification or further processing of the goods by the Buyer or third parties.

§ 9 Liability and Limitation of Liability

1. The Seller shall be liable without limitation in cases of intent and gross negligence as well as for injury to life, body or health.

2. In the event of a slightly negligent breach of essential contractual obligations, the Seller’s liability is limited to the typical, foreseeable damage. Any further liability is excluded.

3. Liability for indirect damages, consequential damages or loss of profit is excluded to the extent permitted by law.

4. The Seller is not liable for damages resulting from further processing, combination, mixing or installation of the delivered goods into products of the Buyer or third parties.

5. Liability for labor, processing, assembly, removal, installation or other consequential costs incurred by the Buyer or third parties is excluded to the extent permitted by law.

6. Liability for claims under the German Product Liability Act remains unaffected. Any liability beyond this for recalls, market measures or administrative orders in connection with end products of the Buyer is excluded.

§ 10 Logistics, Returns and Costs in the Event of a Claim

1. A return of the goods for inspection or cure is permitted only after prior coordination and approval by the Seller. Unannounced or carriage-unpaid returns may be rejected.

2. Whether and in what form an inspection or remedy on site at the Buyer’s premises takes place is decided on a case-by-case basis. There is no entitlement to on-site services or on-site repairs.

3. The decision on the allocation of transport, inspection or other logistics costs is made on a case-by-case basis, taking into account the nature of the claim and the respective circumstances.

4. Labor, processing, assembly, removal, installation or other consequential costs incurred by the Buyer or third parties in connection with further processing or use of the goods will not be reimbursed to the extent permitted by law.

5. In the case of unjustified claims, claims reported late, or defects not duly notified, the Buyer shall bear all costs incurred as a result, in particular transport, inspection and handling costs.

§ 11 Quality, Tolerances and Compliance

1. The manufacture of the delivered goods is based on the Seller’s internal quality standards and a certified quality management system in accordance with ISO 9001.

2. The agreed specification pursuant to § 4 of these General Terms and Conditions is exclusively decisive for the quality of the goods.

3. Customary in trade, industry-standard or technically unavoidable deviations in quality, color, width, weight, finish or other characteristics do not constitute a defect provided they do not materially impair the usability of the goods.

4. Conformity, test or compliance documentation will be provided exclusively if there is a legal obligation to do so or if this has been expressly agreed in writing.

5. Any documentation, certificates or declarations relate exclusively to the delivered goods. Any liability or responsibility for conformity, consistency or marketability of end products manufactured or further processed by the Buyer is excluded.

6. There is no obligation to provide certificates, test reports or compliance documentation on an ongoing, repeated or automatic basis unless expressly agreed otherwise.

§ 12 Prices and Payment

1. Prices are ex works or ex warehouse of the Seller, plus the applicable statutory VAT and any shipping and packaging costs, unless otherwise agreed.

2. Invoices are issued at the time of delivery or provision of the goods and are due in accordance with the payment terms stated on the invoice. Deferral of maturity (valutation) is excluded unless expressly agreed otherwise.

3. The Buyer is entitled to set-off or retention only insofar as its counterclaims are undisputed or have been finally adjudicated.

§ 13 Default in Payment

1. In the event of default in payment, the Seller is entitled to claim default interest at a rate of 8 percentage points above the respective base interest rate. The assertion of further damages caused by default remains reserved.
2. As long as the Buyer is in default with due payments, the Seller is entitled to withhold further deliveries from ongoing contractual relationships.
3. In the event of impending insolvency or a material deterioration of the Buyer’s financial circumstances, the Seller is entitled, after setting a reasonable deadline, to demand advance payment or to withdraw from the contract.

§ 14 Retention of Title

1. The goods remain the property of the Seller until full payment of all claims arising from the business relationship.

2. Processing, combination or mixing of the goods subject to retention of title takes place for the Seller without obligating the Seller. The Seller acquires co-ownership in proportion to the invoice value.

3. Resale is permitted only in the ordinary course of business. The claims arising from resale are hereby assigned to the Seller.

4. The Buyer remains authorized to collect the claims as long as it duly fulfills its payment obligations.

5. If the value of the securities exceeds the Seller’s claims by more than 10%, the Seller will release securities at the Buyer’s request.

§ 15 Jurisdiction and Governing Law

1. The place of jurisdiction for all disputes arising out of or in connection with this contractual relationship is the Seller’s registered office, provided the Buyer is a merchant.

2. The law of the Federal Republic of Germany shall apply exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

§ 16 Final Provisions

1. Amendments and supplements to these General Terms and Conditions must be made in writing. This also applies to the waiver of this written form requirement.

2. Individual contractual agreements take precedence over these General Terms and Conditions.

3. Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

Version 20.01.2026