Knott GmbH (version of 14.03.2022)

1. General
1.1 All agreements and offers in relation to companies, legal persons under public law and special funds under public law ("the orderer" or "the purchaser") are based exclusively on our following general terms and conditions as well as on our quality guidelines and special terms of business; they are in any case deemed to be accepted by the placing of an order or the acceptance of the delivery or service. Anyone who has accepted these conditions accepts at the same time that they also apply to them for future orders, call-offs or acceptances, unless agreed otherwise. For our business relations with consumers, the law applies exclusively, unless we stipulate otherwise in special contractual conditions. We are not willing to take part in dispute resolution proceedings within the meaning of the German Act on Alternative Dispute Resolution in Consumer Matters (VSBG) and are not obliged to do so either (section 36 VSBG).
1.2 Differing general terms and conditions of the orderer or purchaser, including merely supplementary ones, which we do not expressly accept in writing are not binding on us, even if we do not expressly object to them. In the event that the orderer bases their order on differing conditions, we accept this order only on the basis of our general terms and conditions. In particular, we deliver the goods ordered to the orderer without exception on the basis of our provisions on the extended retention of title under clause 6, and we fulfil our obligation to transfer ownership solely in accordance with those provisions.
1.3 Orders are deemed to be accepted only once we have confirmed them in writing, by signed fax or by an email carrying a qualified electronic signature.
1.4 In all other respects, too, all agreements and legally relevant declarations require the written form. Trial orders for quality investigations, tests, QM documentation and the like are not delivered free of charge. Point 1.3 applies to these on the basis of our price list valid at the time or of an individual offer.

General terms and conditions

Version of 14.03.2022

2. Delivery or performance time
2.1 The delivery or performance time is agreed only as an approximation. It begins on the day the order confirmation is sent and is deemed to have been met if, by the end of it, the goods have left the works or warehouse or, where dispatch is possible, readiness for dispatch of the goods has been notified, or if performance of the service has been offered. This notification or this offer is made in writing. Two weeks after the non-binding delivery date has been exceeded, the buyer may request the seller in text form to deliver within a reasonable period.
2.2 In the case of early delivery, that date and not the date originally agreed is decisive.
2.3 Correct and timely delivery to us is reserved.
2.4 The delivery or performance time is extended appropriately, including during a delay in delivery or performance, if unforeseen obstacles occur that we could not avert despite the care that is reasonable in the circumstances of the case, regardless of whether they occurred at our premises or at those of our sub-supplier, for example operational disruptions, official intervention, industrial action, delays in the delivery of essential raw materials, components, assemblies and merchandise. The same applies in the event of a strike or lockout. Without being obliged to do so, we will inform the orderer of such obstacles. If they occur, we are in every case also entitled to render partial performance or to withdraw from the contract. In this case, claims for damages by the orderer are excluded in accordance with clause 8.
2.5 In the event of later amendments to the contract that may affect the delivery or performance time, that time is extended to a reasonable extent, unless special agreements are made in this respect.
2.6 If the delivery or performance time (including all extensions) is exceeded by more than three months, the orderer has only the right to withdraw from the contract, provided that the delivery or service has not yet been rendered. Claims for damages by the orderer are excluded in accordance with clause 8. Lump-sum penalty payments on account of a delay in delivery are not made. In this respect the orderer has only the right of withdrawal.
2.7 The provisions of clause 2 apply accordingly to collection times and collection dates. Failure to collect on time results in the orderer and/or purchaser being in default of acceptance.

3. Price
3.1 Orders for which fixed prices have not been expressly agreed are invoiced by us at our list prices valid on the day of delivery or performance, or, in the absence of such prices, at our reasonable discretion.
3.2 We are entitled to invoice value added tax in addition at the statutory rate applicable at the time. All prices stated are net prices in euros, unless stated otherwise.
3.3 Furthermore, the costs of packaging, freight, postage and insured value, travel expenses and additional expenses for meals are invoiced in addition in every case. The same applies to the additional costs of agreed partial deliveries, partial performance and express consignments or express services.
3.4 Even where prices have been expressly agreed as fixed, the following applies: if the prices for raw materials or auxiliary materials change, or wages change, within the delivery or performance time (see clause 2 above), we are entitled to set the price anew at our reasonable discretion.

4. Payment
4.1 Our claims for payment fall due on receipt of an invoice or equivalent statement of payment and are to be settled without delay. The orderer is in default if they do not pay within 30 days of receipt of an invoice or equivalent statement of payment, but at the latest 30 days after the due date and receipt of our delivery or service. Granting a payment term of up to 30 days does not change this. If we grant a payment term exceeding 30 days, the orderer is in default if they do not pay by the end of that payment term.
4.2 During the default, our claims for payment bear interest at 9 percentage points above the base rate announced by the Deutsche Bundesbank at the time (section 288 (2) of the German Civil Code). Instead of this rate of interest, we are entitled to demand higher interest at the rate charged by our bank for overdraft facilities, including the overdraft commission, if during the orderer's default in payment we are working with bank credit at least equal to our respective claim for payment. This does not exclude our asserting further damage. The orderer/buyer is permitted to prove that we have suffered no damage or substantially lower damage. We are permitted to prove that higher damage has occurred.
4.3 Bills of exchange are accepted only exceptionally, by agreement, only in individual cases and only on account of performance, without any guarantee for protest, subject to their being discountable and excluding any deferral of the invoice amount. In the event of default in payment (see clause 4.1) we are entitled at any time to demand immediate payment in cash against return of the bill of exchange. If the financial position of the orderer, the drawer of the bill, the acceptor or one of the endorsers deteriorates and the satisfaction of our claim for payment is thereby endangered, we may, instead of the immediate cash payment due against return of the bill of exchange, also demand from the orderer sufficient security within a reasonable period to be set by us, while retaining the bill of exchange.
4.4 Any default in payment (see clause 4.1), including one arising from earlier orders, entitles us to withdraw from the contract without a reminder or the setting of a period and to demand damages. The same applies if the aforementioned security is not provided in good time.
4.5 We are entitled to refuse a delivery of goods, a work performance or another service owed by us to the orderer if, after the contract has been concluded, it becomes apparent that our claim to the consideration is endangered by the orderer's lack of ability to perform. Our right to refuse performance lapses if our claim for payment is satisfied or security is provided for it. We are further entitled to set the orderer a reasonable period within which the orderer has to render their consideration or, at their choice, provide security for it, concurrently with our performance.
4.6 The orderer may neither set off counterclaims that have not been acknowledged by us in writing or established with legal force, nor assert a right of retention on account of such claims.

5. Passing of risk, dispatch and freight
5.1 If the orderer's goods are collected by the orderer or sent to them, the risk of accidental loss and accidental deterioration of the goods passes to the orderer when they are handed over to our dispatch agent (in the case of dispatch), but at the latest when they leave the works or the warehouse (in the case of dispatch or collection), regardless of whether dispatch takes place from the place of performance and of who bears the freight costs. It also counts as collection by the orderer if the orderer engages us as the carrier. If the goods are ready for dispatch and the dispatch or acceptance is delayed for reasons for which neither we nor third parties are responsible, the risk passes to the orderer when the notification of readiness for dispatch reaches the orderer or purchaser.
5.2 We are entitled, but not obliged, to arrange packaging and dispatch. If we do so, this is done at our dutiful discretion.

6. Retention of title
6.1 The goods delivered remain our property until all claims arising from the respective business relationship between us and the orderer have been paid in full. The inclusion of individual claims in a current account, as well as the striking of a balance and its acknowledgement, do not affect the retention of title. Payment is deemed to have been made only once the entire equivalent value has been received by us without reservation.
6.2 The orderer is entitled to resell the goods subject to retention of title in the ordinary course of business, but is not permitted to pledge them or transfer them by way of security. The orderer is obliged to secure our rights when reselling goods subject to retention of title on credit.
6.3 The orderer hereby assigns to us the claims arising from the resale of the goods subject to retention of title, and we accept this assignment. Notwithstanding the assignment and our right of collection, the orderer is entitled to collect for as long as they are not in default with their obligations towards us (see clause 4.1) and do not suffer a deterioration of their financial position. At our request the orderer has to provide the information about the assigned claims required for collection and to notify the debtors of the assignment.
6.4 Any processing or working of the goods subject to retention of title is carried out by the orderer on our behalf, without any obligations arising for us from this. If the goods subject to retention of title are processed, combined, mixed or blended with other goods that do not belong to us, we are entitled to the resulting co-ownership share in the new item in the ratio of the value of the goods subject to retention of title to the other processed goods at the time of the processing, combination, mixing or blending. If the orderer acquires sole ownership of the new item, the contracting parties agree that the orderer grants us co-ownership of the new item in the ratio of the value of the processed, combined, mixed or blended goods subject to retention of title, and stores it for us free of charge.
6.5 If the goods subject to retention of title are resold together with other goods, whether without or after processing, combination, mixing or blending, the advance assignment agreed above applies only in the amount of the value of the goods subject to retention of title that are resold together with the other goods.
6.6 The orderer has to inform us without delay of enforcement measures by third parties against the goods subject to retention of title or against the claims assigned in advance, handing over the documents necessary for an intervention.
6.7 If, after the contract has been concluded, it becomes apparent that our claim to the consideration is endangered by the orderer's lack of ability to perform, we are entitled to demand that the goods subject to retention of title be handed over to us. The same applies if the orderer is in default of payment (see clause 4.1) or if the conditions of clause 4.4 are met. Reclaiming and taking back the goods subject to retention of title, or the co-ownership to which we are entitled under clause 6.4, counts as withdrawal from the contract.
6.8 In the event that our retained title is impaired by the culpable conduct of third parties, which includes bodies or employees of the orderer, the orderer assigns to us the resulting claims for damages against these third parties, notwithstanding the orderer's own liability, which continues to exist in every case. We accept this assignment.
6.9 If we take back the goods delivered on the basis of our retention of title, all the costs caused by this, in particular transport, inspection and reconditioning costs, are borne by the orderer. In this connection, if the orderer breaches the contract, in particular in the event of their default in payment under clause 4.1 or if the conditions of clause 4.4 are met, we are entitled to claim damages from the orderer for non-performance. In addition to such a claim for damages, the orderer is obliged to pay us a lump-sum handling fee in a reasonable amount, but no more than 20% of the gross order value of the goods concerned, unless the orderer proves that no additional damage in this respect has arisen for us through handling, or that it is correspondingly lower. We credit the goods taken back to the orderer at their value at the time they are taken back, and we determine this value at our reasonable discretion. The orderer reserves the right to prove that this value is higher.

7. Warranty, liability and notice of defects
7.1 A warranty can be assumed only if a defect has occurred despite the intended, suitable and proper use, storage or transport of the goods. In the case of goods intended for installation, it is additionally necessary that the orderer has tested them for the respective purpose of use and application in a suitable manner for a reasonable period without objection. The orderer bears the burden of proof that the conditions of this clause are met.
7.2 We assume no warranty or liability whatsoever for the goods with regard to any usability, serviceability, load-bearing capacity, storability, transportability and the like going beyond the extent typical for the contract that is not generally customary, unless the orderer has informed us accordingly in writing and we have expressly undertaken an obligation in writing in this respect. We further exclude in a corresponding manner any liability for any official approval, conditions, orders and the like in Germany and abroad, for the obtaining of which we are not obliged.
7.3 If the goods are defective or lack warranted characteristics, or if a defect occurs within the warranty period in respect of which a warranty claim of the orderer is not excluded under clause 7.1 or 7.2, the following applies: at our choice, we are obliged either to deliver a replacement for the defective part of the goods or to rectify the defect. In the case of a replacement delivery we are also obliged to reimburse the orderer for the necessary and reasonable expenses of removing the defective item and of installing or attaching the rectified or delivered defect-free item. Where rectification is to be carried out by us, this also covers the removal of the defective item and the installation or attachment of the defect-free item at our cost. If, in the case of a replacement delivery, the expenses of removing the defective item and installing or attaching the rectified or delivered defect-free item are disproportionate, we are entitled to limit the reimbursement of expenses to a reasonable amount.
7.4 A limitation period of one year applies to the notification of defects that are not obvious.
7.5 The discovery of defects must be reported to us without delay, but in the case of recognisable defects at the latest within ten days of receipt, and in the case of defects that are not recognisable without delay once they become recognisable. It is further incumbent on the orderer to examine the goods without delay for open transport damage and for identity and quantity, and to give notice of any irregularity without delay. The notice of defects or of complaint must be given in writing in every case. If notice is not given in the proper form or in good time, the goods are deemed to be approved.
7.6 The warranty period is generally 1 year and begins with the delivery of the goods to the orderer, or at the time at which delivery would have been possible if delivery is delayed for a reason falling within the orderer's sphere of risk.
7.7 If we allow a reasonable extended period set for us to expire without having provided a replacement or remedied the defect, or if the rectification fails, the orderer has the right, at their choice, to reduce our claim for payment or to withdraw from the contract, but only in the case of a final technical clarification. Claims for damages by the orderer are excluded in these cases in accordance with clause 8.
7.8 We are liable for replacement deliveries and rectification work to the same extent as for the original object of delivery, but the original warranty period does not begin to run anew; rather, that period is decisive for the replacement deliveries and rectification work as well.
7.9 In the case of vehicle parts, any claim for damages for accidents happening to the vehicles in which our parts are installed is excluded in accordance with clause 8, regardless of the cause.
7.10 In the event of any rectification of the goods, including a merely attempted one, that is carried out by third parties or by the orderer or purchaser without our written consent, any warranty claim lapses. This does not apply if the orderer proves that a defect in the goods is not attributable to the aforementioned conduct.
7.11 For services rendered by us, we exclude claims for damages by the orderer in accordance with clause 5.
7.12 If the buyer wishes to demand damages in lieu of performance where a defect exists and the item is to be rectified, the rectification is deemed to have failed only after the second unsuccessful attempt. The statutory cases in which setting a period is dispensable remain unaffected.
7.13 We are liable in accordance with the statutory provisions in cases of intent or gross negligence on our part or on the part of a representative or vicarious agent, and in the case of a culpably caused injury to life, body or health. In all other respects we are liable only under the German Product Liability Act, on account of the culpable breach of essential contractual obligations, or in so far as we have fraudulently concealed the defect or assumed a guarantee for the quality of the object of delivery. However, the claim for damages for the culpable breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless one of the other cases listed in sentence 1 or 2 also applies.
7.14 These provisions apply to all claims for damages (in particular to damages alongside performance and damages in lieu of performance, and to damages for lost profit), on whatever legal basis, in particular on account of defects, the breach of obligations arising from the contractual relationship or tort. They also apply to the claim for the reimbursement of futile expenses.

8. Claim for damages
In so far as we exclude claims for damages by the orderer, this does not extend to damage arising from injury to life, body or health that is based on a negligent breach of duty on our part or an intentional breach of duty by a legal representative or vicarious agent of ours, nor to damage that is based on a grossly negligent breach of duty on our part or on an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of ours.

9. Limitation
Claims for damages by the orderer become time-barred after one year, unless we have acted intentionally or fraudulently or a case under clause 5 applies. For all claims for damages, the limitation period begins on delivery. Where the object of delivery is a new item or an item to be newly produced, the limitation period for defects, on whatever legal basis, is uniformly one year.

10. Data protection
Our privacy policy applies in the version valid at the time, which can be accessed at any time (https://www.knott.de/datenschutz/). Among other things, we have a legitimate interest in the transfer of the user's personal data and need it in order to obtain information from credit agencies for the purpose of verifying identity and creditworthiness and for the purposes of combating fraud and of compliance. Our legitimate interest is based on Art. 6 (1) (f) GDPR. In addition, the orderer expressly consents to the disclosure of the data transferred to us for this purpose.

11. Place of performance
The place of performance is Eggstätt or Regenstauf, at our choice.

12. Applicable law and place of jurisdiction
12.1 The legal relationship between the orderer or purchaser and us is governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
12.2 If the orderer or purchaser is a merchant, a legal person under public law or a special fund under public law, the place of jurisdiction is Rosenheim or Regensburg, at our choice.

13. Severability clause
Should one of the above provisions be legally ineffective in whole or in part, the legal effectiveness of the remaining provisions remains unaffected.

Knott GmbH, brakes and axles, D-83125 Eggstätt