General Terms and Conditions of Sale and Delivery  

I. Scope 

1. Sales and deliveries of BENLOC FASTENER TECHNIK GmbH & Co. (hereinafter referred to as “BENLOC”) shall be made exclusively in accordance with the following General Terms and Conditions of Sale and Delivery (hereinafter referred to as “GTC”), which the Customer acknowledges by placing the order or accepting the delivery.

2. These Terms and Conditions of Sale shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law. We shall only recognize terms and conditions of the Purchaser that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

3. These Terms and Conditions of Sale shall also apply to all future transactions with the Purchaser, as far as they are concerned with related legal transactions.

4. Any individual agreements made with the Buyer (including additional or supplementary agreements or amendments to these Terms and Conditions of Sale) shall always take precedence over these Terms and Conditions of Sale. Subject to evidence to the contrary, a written contract or written confirmation shall be authoritative for the content of such agreements. 

II. Offer and Conclusion of Contract

The offers of BENLOC are subject to change. A contract shall be only concluded by the written order confirmation of BENLOC and is based exclusively on the content of the order confirmation and these GTC. Oral agreements or commitments must be confirmed in writing by BENLOC in order to be effective. We reserve the right to sell goods offered to the Buyer to third parties during the period of validity of our offer (prior sale).

III. Submitted Documents 

We reserve ownership and copyright of all documents – including those in electronic form – provided to the Customer related to placing the order, such as estimates, drawings, etc. These documents may not be disclosed to third parties and must be returned to BENLOC immediately upon request.

IV. Prices and Shipment 

1. Unless otherwise agreed in writing, our prices shall apply ex works EXW Neuweiler Incoterms® 2020, Hermann-Löns-Str. 38, 75389 Neuweiler excluding packaging and shipping and the respective statutory value added tax and other taxes and duties. Packaging and shipping costs shall be charged separately.

2. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, raw material, storage, energy and freight costs for deliveries made 3 months or more after the conclusion of the contract or later.

3. The minimum net value of goods is €100, – net without VAT; otherwise we charge a minimum quantity surcharge in the amount of €15, – net without VAT.

V. Rights of Retention

The Purchaser is only entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship or is undisputed or legally established.

VI. Delivery Time 

1. Delivery dates and delivery periods are only binding if they have been confirmed by BENLOC in writing and the customer has provided BENLOC with all information and documents required for the execution of the delivery in due time and has any advance payments in accordance with the current agreement.

2. If the Customer falls into default of acceptance or if he/she culpably breaches other duties of cooperation, we shall be entitled to demand compensation for the loss resulting to us in this respect, including any additional expenses. Any other claims will remain unaffected. If the above requirements are met, the risk of accidental loss or deterioration of the delivered item is transferred to the Customer at the moment in which the acceptance or payment of the item is delayed.

3. BENLOC may make partial deliveries for justified reasons. 

VII. Call-off Orders

Unless otherwise agreed, orders on call shall be accepted at the latest within 3 months after the expiry of the contractual period without any request for acceptance or notice of default being required on our part. If this period has expired, we shall be entitled at any time, at our discretion, either to invoice the goods or to cancel the order.

VIII. Complaints due to Incomplete or Incorrect Delivery 

Complaints due to incomplete or incorrect delivery must be notified to us in writing without delay, but no later than two days after receipt of the delivery by the Customer. Notifications received later shall remain unconsidered.

IX. Consulting Services 

Technical advice, data and information on the application and processing possibilities of our products, as well as all other related statements by us or by persons acting on our behalf are given to the best of our knowledge, but without obligation and to the exclusion of any liability. Any references to technical specifications are approximate.

X. Payment 

BENLOC will issue invoices or other forms of payment notice (such as EDI) to Customer. Unless otherwise agreed, all invoices shall be paid without deductions within 30 days of the invoice date.

In the event of late payment, default interest of 8% above the base interest rate will be due. The assertion of a claim for further damages due to the default shall remain unaffected.

If BENLOC has reasonable grounds to assume the Customer’s impossibility to perform, BENLOC may demand (a) advance payment or (b) other payment conditions other than the already agreed payment conditions and/or (c) to demand a security deposit. If the advance payments or security payments have not been made even after a reasonable grace period has expired or if the Customer does not agree to the changed payment terms, BENLOC may, without prejudice to its further rights, withdraw from individual or all affected contracts in whole or in part. In case of customer-specific special orders, a withdrawal is expressly not possible.

XI. Passing of Risk upon Dispatch 

If the goods are shipped to the Purchaser at the Purchaser’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the Purchaser upon dispatch to the Purchaser, at the latest upon leaving the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

XII. Retention of Title 

1. We retain title to the delivered item until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the Customer acts in breach of the contract.

2. The Purchaser is obliged to take care of the delivered items until such time as the ownership is transferred to the Purchaser. In particular, he/she is obliged to insure it adequately at his/her own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the Purchaser shall carry this out in good time at his/her own expense. As long as ownership has not yet been transferred, the Customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the Purchaser shall be liable for the loss incurred by us.

3. The Customer is entitled to resell the reserved goods in the ordinary course of business. The Purchaser hereby assigns to us the claims against the Customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with us (including value added tax). This assignment shall apply regardless of whether the purchased goods have been resold without or after processing. The Customer shall remain authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves shall remain unaffected. However, we shall not collect the claim as long as the Customer meets his/her payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have not been suspended.

XIII. Warranty and Complaints and Recourse/Manufacturer Redress

1. Warranty rights of the Customer shall require that the Customer has complied with his/her inspection and notification obligations owed under Section 377 of the German Commercial Code (HGB). This requires that the Customer inspects the products immediately upon receipt and informs BENLOC directly in writing about the existence of defects; hidden defects must be notified to BENLOC in writing immediately upon their discovery.

2. Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period shall apply to claims for damages in the event of intent and gross negligence as well as in the event of injury to life, limb and health which are based on an intentional or negligent breach of duty by the user. If the subsequent performance fails, is unreasonable for the customer or if BENLOC has refused it in accordance with § 439 par. 3 BGB, the customer may withdraw from the contract in accordance with the statutory provisions.

3. If, despite all due care, the delivered goods show a defect which was already present at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We shall always be given the opportunity to remedy the defect within a reasonable period of time. Claims under a right of recourse shall remain unaffected by the above provision without restriction. In the event of any notice of defect, BENLOC shall have the right to inspect and test the products and inspection of the products complained about.

4. Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or in the case of damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences which are not assumed under the contract. If the Purchaser or a third party carries out improper repair work or modifications, there shall also be no claims for defects for these and the resulting consequences.

5. Claims by the Customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, including any dismantling and installation costs, shall be excluded insofar as the expenses increase because the goods delivered by us have subsequently been transported to a location other than the Customer’s branch office, unless the transport is in accordance with the goods intended use.

XIV. Liability 

BENLOC’s liability to pay damages is limited as follows:

In case of a breach of material contractual obligations BENLOC shall only be liable up to the amount of the typically foreseeable damage at the time of entering into the contract. BENLOC shall not be liable for the breach of non-essential contractual obligations.

The aforementioned limitation of liability shall not apply to liability under the Product Liability Act, in the event of damage caused intentionally or by gross negligence and with regard to culpably caused bodily injury.

Neither party or its respective employees, officers, directors or members shall be liable to the other party, its affiliates or their respective employees, officers, directors or members in contract, tort (including negligence and strict liability), warranty or otherwise for consequential damages, indirect damages or losses, fines , incidental losses or damages, punitive damages, or for special damages or losses, including, without limitation, for loss of use, loss of production facilities, loss of opportunity or anticipated profits, damage to goodwill or reputation, and punitive damages or so-called speculative damages.

XV. Indemnity 

Customer shall indemnify BENLOC against any liability, damages, claims, suits and costs arising out of or in connection with Customer’s specified subcontractor, design of the products, packaging design. If the Customer sells the products, it shall indemnify BENLOC internally against product liability claims of third parties to the extent that the Customer is responsible for the defect giving rise to the liability.

XVI. Force Majeure 

Unforeseeable, unavoidable events beyond the control of BENLOC and for which BENLOC is not responsible, such as war, natural disasters, labour disputes, official orders or lack of transport facilities, epidemics or pandemics shall release BENLOC for their duration from the obligation to deliver or perform on time. Agreed deadlines shall be extended by the duration of the disruption; the Customer shall be informed of the occurrence of the disruption in an appropriate manner. If the end of the disruption is not foreseeable, or if it lasts longer than two months, either party shall be entitled to withdraw from the contract.

XVII. Export Controls 

For all goods delivered by BENLOC under this agreement, any export license that may be required is given with regard to the respective country of destination. Customer shall be liable for any change in the country of destination and shall be responsible for obtaining the appropriate permits and shall indemnify BENLOC against all claims in connection with the change of the country of destination.

XVIII. General Provisions 

1. This Agreement and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The German version of the GTC shall be binding. The place of performance and exclusive place of jurisdiction and for all disputes arising from this contract shall be Stuttgart. BENLOC shall be entitled to sue the Customer at any other statutory place of jurisdiction.

2. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract. If any provision of the contract and/or these GTC is invalid in whole or in part, this shall not affect the validity of the remaining provisions. The only relevant languages for business transactions are German and/or English. This includes all documents and descriptions.

General Terms and Conditions of Sale and Delivery of BENLOC FASTENER TECHNIK GmbH & Co.KG February 2023