General Terms and Conditions of Contract and Payment of Haushaut GmbH

1. Order confirmation and obligation

1.1 These terms and conditions apply to all current and future business relationships with Haushaut GmbH. For the purposes of these terms and conditions, "customer" refers to both consumers and entrepreneurs. Consumers are natural persons with whom a business relationship is entered into without this being attributable to a commercial or self-employed professional activity. Entrepreneurs are natural or legal persons or partnerships with legal capacity with whom a business relationship is entered into and who are acting in the exercise of a commercial or self-employed professional activity. Our supplementary delivery terms and technical instructions (see current price list or www.haushaut.com) are fundamentally part of the contract for the processing of orders.

1.2 For all orders placed with Haushaut GmbH, the order confirmation issued in writing by Haushaut GmbH, in conjunction with the General Terms and Conditions of Contract and Payment, is exclusively authoritative.

1.3 Deviating, conflicting, or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to. The acceptance of payments or the execution of the order does not constitute such consent.

1.4 All offers from Haushaut GmbH are subject to change until written order confirmation is provided. Verbal agreements and promises made by our representatives and sales staff require written confirmation from Haushaut GmbH.

1.5 All agreements made between Haushaut GmbH and the customer, including side agreements, assurances, and subsequent contract amendments, only become effective upon written confirmation. No agreements other than those made in writing between Haushaut GmbH and the customer exist, and no verbal promises have been made.

2. Delivery deadline

2.1 Delivery deadlines are only considered approximate and are only binding if confirmed in writing by Haushaut GmbH.

2.2 Compliance with the delivery deadline assumes that the customer performs necessary cooperative actions in a timely manner and that technical details have been clarified; if the customer fails to do so, a new delivery deadline must be agreed upon.

2.3 The delivery deadline is met if the delivery item has been dispatched or the customer has been notified of readiness for shipment by the time the deadline expires.

2.4 If Haushaut GmbH fails to meet an agreed delivery deadline for reasons for which it is responsible, the customer must set a reasonable grace period for performance in writing. After the unsuccessful expiry of this grace period, the customer has the right to withdraw from the contract. The customer's right to claim damages in the event of an unsuccessful grace period is not excluded by the withdrawal.

2.5 If the goods are not available within the agreed delivery period for reasons beyond the control of Haushaut GmbH – such as in cases of force majeure, strikes, lockouts, energy supply difficulties, operational disruptions, or other unforeseeable, extraordinary, and non-culpable circumstances – Haushaut GmbH is entitled to withdraw from the contract. The same applies if suppliers fail to deliver correctly and on time for reasons beyond the control of Haushaut GmbH. The customer will be informed immediately of the unavailability of the service. Any consideration already paid will be refunded immediately.

2.6 If the shipment of goods ordered by the buyer is delayed at the buyer's request by more than 2 weeks, Haushaut GmbH is entitled to invoice the ordered goods stored at the customer's request and to charge for the costs incurred by storage, at a minimum of 2% of the invoice amount per month.

3. Transfer of Risk, Partial Delivery

3.1 If the buyer is a business, the risk of accidental loss or accidental deterioration of the goods passes to the buyer upon handover, or in the case of a mail-order purchase, upon delivery of the item to the freight forwarder, carrier, or other person or institution designated to carry out the shipment, including when loaded onto the company's own transport vehicles.

3.2 If the buyer is a consumer, the risk of accidental loss or accidental deterioration of the sold item only passes to the buyer upon delivery of the item, even in the case of a mail-order purchase.

3.3 The aforementioned transfers of risk also apply if carriage-paid shipment has been agreed upon.

3.4 If the buyer is in default of acceptance, this is equivalent to delivery.

3.5 Insurance against transport damage is only provided upon express written request and at the customer's expense.

3.6 Haushaut GmbH is entitled, but not obligated, to insure shipments in the name and at the expense of the customer.

3.7 Upon the unobjected and acknowledged receipt of the goods by the buyer/recipient, the carrier, or the freight forwarder, the goods are deemed to be free of defects and accepted.

3.8 Packaging racks are invoiced separately from the quoted prices and will be credited upon return.

3.9 Haushaut GmbH is entitled to provide partial deliveries to a reasonable extent and may invoice these upon delivery.

4. Retention of Title

4.1 For contracts with consumers, Haushaut GmbH retains ownership of the goods until the purchase price has been paid in full. For contracts with businesses, Haushaut GmbH retains ownership of the goods until all claims arising from the ongoing business relationship have been settled in full.

4.2 The business is entitled to resell the goods in the ordinary course of business. The business hereby assigns to Haushaut GmbH all claims in the amount of the invoice total that arise from the resale against a purchaser; the business is authorized to collect these claims while acknowledging the assignment to Haushaut GmbH. Haushaut GmbH reserves the right to notify the third-party purchaser of the assignment and to collect the claim itself as soon as the business fails to properly meet its payment obligations and falls into arrears, in the event of a significant deterioration in the financial circumstances of the business, or upon the initiation and/or opening of insolvency proceedings regarding the assets of the business. The right to resell or process the goods and to collect outstanding debts expires upon the cessation of payments, the filing for insolvency, a protested check or bill of exchange, or an attachment. Any assigned outstanding debts received by the business thereafter must be kept separate from its own assets for the benefit of Haushaut GmbH. The processing or transformation of the goods by the business is always carried out in the name and on behalf of Haushaut GmbH, free of charge and without any obligations for the latter, such that Haushaut GmbH is to be considered the manufacturer pursuant to § 950 BGB and thus retains ownership of the products at every stage of processing. If processing occurs with other items not belonging to Haushaut GmbH, the latter acquires co-ownership of the new item in proportion to the value of the supplied goods relative to the other processed items. The same applies if the goods are mixed with other items not belonging to Haushaut GmbH.

4.3 If Haushaut GmbH coats materials in-house, it acquires ownership of the supplied materials through the coating process.

4.4 For all claims to which Haushaut GmbH is entitled against the business from the ongoing business relationship, the retained title also serves as security for the balance due to Haushaut GmbH. If the total value of the securities held by Haushaut GmbH exceeds its total claims by more than 20%, Haushaut GmbH is obligated, at the request of the business or a third party affected by the over-collateralization, to release securities at its own discretion. The realizable value (security value) is the determining factor for the valuation of the securities.

4.5 The customer is obligated to immediately notify Haushaut GmbH of any third-party access to the goods, such as in the case of an attachment, as well as any damage to or destruction of the goods. The customer must also immediately notify Haushaut GmbH of any change in possession of the goods or any change in their own residential or business address.

4.6 Haushaut GmbH is entitled to withdraw from the contract and demand the return of the goods in the event of breach of contract by the customer. This withdrawal does not affect the right to assert claims for damages against the customer. Withdrawing from the contract is not required to assert the retention of title, unless the buyer is a consumer.

4.7 Any return of goods is always carried out purely as a precautionary measure; it does not constitute a withdrawal from the contract, even if partial payments were subsequently permitted.

5. Warranty

5.1 If the buyer is a business, Haushaut GmbH shall, at its own discretion, initially fulfill its warranty obligations for defects in the goods as defined by § 434 BGB through either repair or replacement.

5.2 If the buyer is a consumer, they initially have the choice of whether subsequent performance should be carried out through repair or replacement. However, Haushaut GmbH is entitled to refuse the chosen type of subsequent performance if it is only possible at disproportionate costs and the other type of subsequent performance remains without significant disadvantages for the consumer.

5.3 If the type of subsequent performance chosen by the customer fails—i.e., the defect is not remedied and no defect-free item is delivered—the customer may, in principle, demand a reduction in the purchase price (reduction) or cancellation of the contract (withdrawal) at their discretion. However, in the case of only minor breaches of contract, particularly minor defects where the type of subsequent performance chosen by the customer is only possible at disproportionate costs, the customer is not entitled to a right of withdrawal.

5.4 Businesses must notify obvious defects in writing immediately, but no later than 7 days after receipt of the goods (including receipt by third parties on the customer's instructions); otherwise, the assertion of warranty claims is excluded. Timely dispatch of the notice of defect is sufficient to meet the deadline. The business bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect, and for the timeliness of the notice of defect.

5.5 Consumers must notify Haushaut GmbH in writing of obvious defects within a period of 2 months from the time the non-conforming state of the goods was discovered. The receipt of the notification by Haushaut GmbH is decisive for meeting the deadline. If the consumer fails to provide this notification, warranty rights expire 2 months after the defect is discovered. This does not apply in cases of malice on the part of the seller. The burden of proof for the time of discovery of the defect lies with the consumer. If the consumer was induced to purchase the item by inaccurate manufacturer statements, the burden of proof for their purchasing decision lies with them. For used goods, the burden of proof for the defectiveness of the item lies with the consumer.

5.6 If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent performance has failed, they are not entitled to any additional claims for damages due to the defect. If the customer chooses damages after failed subsequent performance, the goods remain with the customer if this is reasonable for them. Damages are limited to the difference between the purchase price and the value of the defective item. This does not apply if Haushaut GmbH has caused the breach of contract through malice.

5.7 Before carrying out repair work, the customer must make the goods to be repaired available to Haushaut GmbH at the location where the goods were manufactured by Haushaut GmbH (headquarters or branch office), free of transport costs.

5.8 For businesses, the warranty period is 1 year from the delivery or handover of the goods. For consumers, the limitation period is 2 years from delivery or handover. For used goods, the limitation period is 1 year from delivery. However, this does not apply if the customer has not notified Haushaut GmbH of the defect in a timely manner in accordance with the notification periods contained in Sections 5.4 and 5.5.

5.9 If the buyer is a business, only the manufacturer's product description is generally considered the agreed quality of the goods. Public statements, promotions, or advertising by the manufacturer do not constitute a contractually agreed quality of the goods.

5.10 When carrying out contract work, Haushaut GmbH assumes no liability for defects caused by the nature of the material.

5.11 Insofar as services or partial services have been provided by third-party contractors for Haushaut GmbH and these services are claimed by the customer to be defective, Haushaut GmbH fulfills its warranty obligations by assigning its warranty claims against the third-party contractor to the customer. If legal action taken by the customer against the third-party contractor based on legitimate warranty claims is unsuccessful, the customer may assert claims against Haushaut GmbH within the scope of the warranty agreed upon in these terms. The warranty period remains unaffected by this.

5.12 If the customer receives defective assembly instructions, Haushaut GmbH is only obligated to provide defect-free assembly instructions, and only if the defect in the instructions prevents proper assembly.

5.13 The customer does not receive any legal guarantees from Haushaut GmbH. Manufacturer warranties remain unaffected by this.

6. Coating by Haushaut GmbH

The coating of the supplied materials is carried out according to the processing and testing guidelines of the Quality Association for Piece Coating of Components (Gütegemeinschaft für die Stückbeschichtung von Bauelementen). A copy of these guidelines can be requested by the customer from Haushaut GmbH or from the Quality Association.

If the coating is defective and the buyer is a business, or if defects occur within the warranty period, Haushaut GmbH shall, at its own discretion, provide a warranty through repair or replacement. If the buyer is a consumer, they have the choice of whether the subsequent performance should be carried out through repair or replacement. However, Haushaut GmbH is entitled to refuse the chosen type of subsequent performance if it is only possible at disproportionate costs or if the significance of the defect is minor, for example, if there are only color deviations within the specified tolerances.

Any warranty is excluded if a defect is caused by material provided by the customer. If a defect in the coating is based on the fact that the customer or their buyer has not demonstrably complied with the cleaning obligation for the coated material as specified in Section 7 below, the warranty for this defect shall be excluded.

The warranty period is 5 years from the date the coated materials are received by the customer or by a third party on the customer's instructions.

7. Cleaning Obligation

The customer must maintain and clean the coated material in accordance with the guidelines of the Quality Association for the Cleaning of Metal Facades (Gütegemeinschaft für die Reinigung von Metallfassaden e.V.), Nuremberg. If the customer resells the coated material, they are obligated to ensure that their buyer also commits to this cleaning obligation and, in the event that the cleaning obligation is not met, to agree with the customer that any warranty for defects caused by a lack of cleaning shall be excluded.

8. Limitation of Liability

8.1 In the event of slightly negligent breaches of duty, the liability of Haushaut GmbH is limited to the direct average damage foreseeable and typical for the contract based on the type of goods. This also applies to slightly negligent breaches of duty by legal representatives, senior employees, or other vicarious agents. Haushaut GmbH is not liable to entrepreneurs for slightly negligent breaches of non-essential contractual obligations.

8.2 The above limitations of liability do not affect the customer's claims arising from product liability. Furthermore, the limitations of liability do not apply in the event of attributable injury to life, limb, or health of the customer.

8.3 Claims for damages by the customer due to a defect shall become time-barred one year after delivery or handover of the goods. This does not apply if Haushaut GmbH is guilty of fraudulent intent, nor in the event of attributable injury to life, limb, or health of the customer.

9. Prices, Payments, Packaging Costs

9.1 Offer and contract prices are ex works and are binding. The gross purchase price includes the applicable value-added tax, provided that value-added tax must be charged under the VAT laws of the respective region. Delivery/shipping costs are not included in the purchase price. Haushaut GmbH charges a flat shipping fee per delivery/shipment.

9.2. If a significant change in labor or material costs occurs after the contract is concluded, a price adjustment must be made in accordance with these factors.

9.3 Unless otherwise agreed, the customer is obligated to make payment within 10 days of the invoice date with a 2% discount on the net value of the goods, or in full within 30 days of the invoice date at the latest. The date of payment is determined by the receipt of the credit in the Haushaut GmbH account. A discount is only granted to the customer if the amount to be paid is credited to the Haushaut GmbH account no later than the 10th day after the invoice date and provided that no other payments due from the customer for deliveries are outstanding at the time of payment. The customer is in default of payment no later than 30 days after the invoice date; in this case, Haushaut GmbH may declare all outstanding invoices due. For installment transactions, default on one installment renders the entire invoice amount due.

9.4 During the period of default, consumers must pay interest on the monetary debt at a rate of 5% above the base interest rate. Unless a higher interest rate has been agreed upon by contract, entrepreneurs must pay interest on the monetary debt at a rate of 8% above the base interest rate during the period of default. The right to prove and claim higher damages for default remains reserved.

9.5 The buyer is only entitled to offset claims if their counterclaims have been legally established, are undisputed, or have been acknowledged; furthermore, they are only entitled to exercise a right of retention to the extent that their counterclaim is based on the same legal relationship. This also applies in the event of the seller's insolvency.

9.6 Please note that representatives and sales staff of Haushaut GmbH do not have the authority to collect payments.

9.7 Haushaut GmbH will take back transport packaging as defined by the Packaging Ordinance, provided that the customer returns the packaging to Haushaut GmbH at their own expense, sorted by material type. The packaging cannot be handed over to the Haushaut GmbH carrier.

9.8 By contributing to the costs of tools used for custom-made products, the buyer does not acquire any rights to these tools. Two years after the final delivery, Haushaut GmbH is entitled to scrap the tools.

9.9 Should cost increases occur between the date of the order and the date of delivery that raise production costs by 3%, Haushaut GmbH is entitled to demand a correspondingly increased price.

9.10 Haushaut GmbH is entitled to assign its claims against the customer to third parties.

10. Damages for breach of contract / Right to withhold performance due to uncertainty

10.1 In the event that the customer breaches a contractual obligation, in particular by withdrawing from the concluded contract without justification, indicating that they do not intend to fulfill the contract, or failing to meet their obligation to accept delivery, Haushaut GmbH is entitled to demand compensation for the resulting damage without being required to fulfill the contract itself. In such cases, Haushaut GmbH is entitled to demand 25% of the net value of the goods as a flat-rate compensation, without prejudice to its right to prove and claim higher damages and without prejudice to the customer's right to prove that the damage was lower.

10.2 If, after the contract is concluded, it becomes apparent that Haushaut GmbH's claim to payment is jeopardized by the customer's lack of financial capacity, Haushaut GmbH is entitled to refuse to perform its own obligations until the customer makes payment or provides appropriate security. If the customer fails to make payment or provide the required security within a reasonable period set in writing, at the discretion of Haushaut GmbH, Haushaut GmbH is entitled to withdraw from the contract in cases where it is obligated to perform in advance.

10.3 The seller is entitled to collect, store, process, and use information and data about the buyer and to pass such data on to third parties, particularly for the purpose of debt collection or outsourced accounts receivable management for storage, processing, and use.

11. Offsetting within the Pohl Group

11.1 The customer agrees that Haushaut GmbH is entitled to a) offset claims held by companies within the Pohl Group against the customer against the customer's claims on Haushaut GmbH; b) settle claims held by Haushaut GmbH against the purchaser by offsetting them against the customer's claims on companies within the Pohl Group. This also applies if one party has agreed to cash payment and the other to payment by bill of exchange or other services in lieu of performance. Where applicable, this agreement refers only to the balance. The customer also agrees that any collateral provided to Haushaut GmbH or a company within the Pohl Group shall serve as security for the claims of all companies within the Pohl Group.

11.2 The companies of the Pohl Group have authorized Haushaut GmbH to declare set-offs against their claims and to use their liabilities to settle claims held by Haushaut GmbH.

12. Place of Performance, Place of Jurisdiction, Dispute Resolution

12.1 The place of performance for all obligations arising from the contractual relationship is Düren. The place of jurisdiction for disputes at the local court level (Amtsgericht) is the District Court of Düren; for disputes at the regional court level (Landgericht), it is the Regional Court of Aachen.

12.2 Haushaut GmbH is neither willing nor obligated to participate in dispute resolution proceedings before a consumer arbitration board.

12.3 If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of Haushaut GmbH in Düren. The same applies if the customer has no general place of jurisdiction in Germany or if their place of residence or habitual abode is unknown at the time the action is filed.

13. Final Provisions

13.1 Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid or partially invalid provision shall be replaced by a provision whose economic outcome comes as close as possible to that of the invalid provision.

13.2 German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. The provisions of the UN Convention on the Assignment of Receivables in International Trade are deemed agreed upon, subject to the condition precedent of their entry into force.

06.2022 Haushaut GmbH