General terms and conditions

1. General

1.1 The following General Terms and Conditions only apply to transactions with merchants, public-law entities and special public-sector funds. They apply to all of our sales, also from future transactions. The buyer's purchasing terms and conditions are herewith contradicted. These General Terms and Conditions will be regarded as accepted not later than upon receipt of our goods. Deviating agreements shall only become valid with our written order confirmation; this particularly applies to verbal or telephone agreements, as well as side agreements and commitments with/by authorised representatives, travelling salespersons or other employees

1.2 The agreements, which are concluded between us and the buyer on the basis of executing the contract, are completely recorded in writing in this contract.

1.3 The General Terms and Conditions of Sale, Delivery and Payment shall apply exclusively.

2. Offers and orders

2.1 Our offers are subject to confirmation with regard to price, quantity, and delivery period and delivery option. The order shall only be binding for us if we confirm it or fulfil it by means of delivery or invoicing. Verbal side agreements must be confirmed in writing in order to be legally binding.

2.2 In case of ongoing business relationships, our terms and conditions shall also apply to all future transactions with the buyer. A specific reference to these General Terms and Conditions shall then no longer be required. This shall also apply to subsequent orders place verbally or by telephone.

3. Prices

3.1 The prices are generally stated from our warehouse plus costs for packing, shipping and insurance. All prices shall be subject to the addition of statutory VAT that applies on the day of delivery. For deliveries abroad, possible customs duties shall be for the buyer's account. The prices stated by us shall only apply to the individual order; subsequent orders shall be regarded as new orders.

3.2 If wage, material or other cost increases should occur by the time the order it fulfilled, which cause the price to change for the sold material, shipping, delivery or service, we shall be entitled to adjust the price accordingly.

3.3 Cash discounts and other deductions shall require a specific, written agreement. The prices stated in a possibly existing order confirmation shall be decisive.

4. Shipping and transfer of risk

4.1 Shipping shall take place from our Geesthacht warehouse or from the manufacturer's factory for the account and risk of the buyer, also in the case of a possible return shipment, which is not due to a justified complaint. In case of a return shipment, the buyer must select the same type of shipping that was selected for the original shipment. In this case, the buyer must ensure that sufficient insurance is available. We reserve the right to specify the shipping route and shipping type. Additional costs caused by specific shipping requirements of the buyer shall be for his account.

4.2 The delivery shall take place in conventional packaging, which will not be taken back. We shall select the means of transport which appears suitable to us with the same care that we use for our own affairs. Express shipping will only take place at the explicit request of the buyer.

4.3 As long as no contrary instruction exists from the buyer, we insure our deliveries against impact, which is invoiced to the buyer. Entitlement to insurance benefits of the buyer shall only exist if damage is notified immediately to the responsible post office or freight forwarder, e.g. Deutsche Bahn AG or an authorised shipping company.

4.4 The risk of demise, loss or damage to the goods shall transfer to the buyer with their shipping or in the case of collection by the buyer, with their availability. Insofar as nothing different arises from the order confirmation, delivery is agreed ex warehouse Geesthacht.

5. Delivery execution

5.1 We aim for the quickest delivery. Delivery periods shall generally be adhered to, unless the contractual, timely delivery becomes unreasonable for us, due to unforeseeable, non-culpable obstacles. This shall particularly apply to cases of force majeure. Force majeure refers to such circumstances and incidents, which could not be prevents with the duty of care of proper business management. Force majeure of any type, unforeseeable operational, traffic or shipping disruptions, fire damage, floods, unforeseeable labour, energy, raw material or supply quantities, strikes, lockouts, official orders or other obstacles for which we are not responsible, which reduce, delay, prevent or make the manufacturing, shipping, acceptance or use unreasonable, shall provide an exemption from the obligation to deliver or accept for the duration and extent of the disruption. If the delivery and/or acceptance is exceeded by more than six weeks, both parties shall be entitled to withdraw. In case of a partial or complete loss of our sources of supply, we shall not be obligated to obtain coverage from third-party, upstream suppliers.

5.2 We shall be entitled to apply a reference to our company, which is customary in the industry, on all items delivered by us, either in the form of labels or stickers, engraving, etching, print or similar.

6. Payment terms and conditions

6.1. The payment shall take place free place of payment Geesthacht/Hamburg. Only the payment periods printed on our invoices shall be valid. Unauthorised cash discounts can be reclaimed by us. Cheques and promissory notes shall only be accepted after prior agreement and for the purpose of payment. Discount fees and other promissory note costs shall be charged to the buyer. Direct debits shall only be regarded as a payment on the value date. As long as older items are still outstanding, cash discount deductions are not admissible. Notifications of defects shall not entitle the buyer to offsetting or retention.

6.2 Exceeding the agreed payment targets shall entitle us to charge default interest from the maturity date in the amount of 8 %. If the payment period is exceeded, we shall also be entitled to claim compensation beyond the legal and contractual default interest (Sections 247, 288 Par. 2 Sentence 1 German Civil Code), provided that we need to pay higher interest from bank loans. Other compensation claims shall not be excluded.

6.3 With payment default by the buyer or the existence of an unfavourable reference regarding the buyer's financial situation from a credit institution, a credit agency enquiry or due to our own experience, we shall be entitled to demand advance payment or conventional bank collateral for all possibly outstanding deliveries or withdraw from the contract or demand compensation, after setting an adequate grace period. In case the buyer discontinues payments or becomes overindebted, the setting of a grace period shall be waived.

6.4 In the cases under clause 6.3, we shall be entitled to demand the provisional release of goods subject to our ownership at the expense of the buyer, also without exercising the withdrawal and without setting a grace period.

7. Selection shipments

7.1 If selection shipments are dispatched by us, then the entire goods sent shall be having been purchased (fixed) by the recipient, if we have not received the goods back within the period on the accompanying selection note, which must amount to at least 3 weeks. The recipient of selection shall be obligated to immediately inspect the selection after receipt, as to whether it is complete and the selection items are free from external defects. Complaints shall be notified to our management within eight days after receipt, in writing or by telephone. We such a notification does not reach us, the recipient of the selection shall be held liable for any missing quantities and for all costs that we incur for having to make the defective items saleable again. If defective, returned selection items cannot be made saleable again, because the relevant costs exceed the value of the item, we shall be entitled to claim compensation from the recipient of the selection, including lost profit for us.

7.2 The recipient shall be obligated to provide full insurance protection for these goods. He shall hereby irrevocably assign his claims against the insurance company to us. We hereby accept this assignment.

8. Reserved title

8.1 Until complete payment of all claims from the entire business relationship existing between the buyer and Beco Technic GmbH, the delivered goods shall remain our property. Until then, the buyer shall not be entitled to pledge or assign the goods as security to third parties. The goods may only be sold or processed in the proper course of business.

8.2 If the goods are sold on, we shall be entitled to the resulting purchase price claim, up to the amount of the total claim, from the time of its creation. The buyer already assigns these future claims to us by concluding this contract. If the buyer should include the claim from an onward sale of our goods in an existing overdraft relationship with his customer, the overdraft claim shall be assigned in its full amount. After offsetting has taken place, it shall be replaced by the acknowledged balance, which is regarded as invoices up to the amount that made up the original overdraft claim. With a running invoice, the reserved title and security assignment shall apply as collateral for our balance claim. If the reserved title goods should be sold with other goods, which do not belong to us, the resulting claims shall be assigned to us, as the goods delivered by us are counterparts of the sale to third parties.

8.3 If the goods delivered by us are processed by the buyer, the processing shall be carried out for us, so that the buyer does not acquire ownership pursuant to Section 950 German Civil Code, but rather, we do. For processing of the goods delivered by us with other goods that do not belong to us by the buyer, we shall be entitled to ownership of the new item, in the proportion of the invoice value of the processed reserved title goods, plus the total of the growth in value resulting from processing, to the acquisition price of the other processed goods not belonging to us. The conditions of clause 8.2 shall apply accordingly to an onward sale of such processed goods, which the buyer is authorised to carry out in the ordinary course of business.

8.4 In case of linking and/or combining the goods that are subject to reserved title with other items not belonging to us, the provisions of clause 8.3 shall apply.

8.5 Upon request, the buyer shall be obligated to disclose the names to us of the obligors for all of the claims resulting from the sale of the above mentioned goods that are subject to reserved title and notify us of the amount of the individual claims and their maturity. To the extent that we request this in an individual case, the buyer shall provide us with access to inspect his books and business documents at any time. The buyer shall be entitled to collect the assigned claims from the onward sale himself, whereby we reserve the right to revoke this right at any time. We shall undertake to release the collateral to which we are entitled if its value exceeds the value of the claims to be secured by more than 25 percent, as long as these are not settled.

8.6 The buyer shall only hold the reserved title goods for us as a custodian until they are fully paid for. All reserved title goods within the meaning of clause 8. to 8.5 shall be sufficiently insured by the buyer against theft, robbery, water and storm damage of any type, as well as against fire. The buyer shall already assign to us, all insurance claims resulting from this with regard to the reserved title goods, we hereby accept this assignment. To the extent that the buyer occasionally or constantly sources goods selections for inspection, these shall be included in the insurance protection (see also clause 7.1 to 7.3). All of our goods shall be identified, as far as possible, through separate storage or in another manner. For pledges or other third-party interventions, the buyer shall immediately notify us in writing, so that we can file legal action pursuant to Section 771 Code of Civil Procedure. Insofar as the third party is not able to compensate us for the judicial and extrajudicial costs of legal action pursuant to Section 771 Code of Civil Procedure, the buyer shall indemnify us for the loss incurred.

8.7 If we should demand the return of the goods that are subject to reserved title on the basis of our right of ownership/co-ownership, within the meaning of clause 8.1 to 8.5, at our option, the buyer shall be obligated to provide or immediately return the goods, free of costs and shipping, as a consignment of valuables. The assertion of reserved title rights shall not be regarded as withdrawal from the contract.

9. Liability for defects

9.1 Defect claims by the buyer require that he has properly fulfilled his inspection and complaint obligations pursuant to Section 377 German Commercial Code. We reserve the right to review the complaint. The buyer shall immediately inspect the delivered goods for defects regarding their state and provide notification of ascertainable defects; otherwise the goods shall be regarded as accepted without defects, regarding their state and condition. Complaints shall only be taken into consideration if they are asserted in writing, providing documentation, within two weeks after receipt of the goods – with hidden defects, after their discovery, however, not later than six months after receipt of the goods. The statute of limitations shall remain unaffected by this. The onus of proof that hidden defects are involved shall be on the buyer. Replacement movements for watches, spare parts and semi-finished products are an exception to this rule. They can only be rejected before repair or exchange and maximum two weeks after receipt of goods. Goods that are complained about may only be sent back with our explicit, written consent.

9.2 The buyer's defect claims shall be limited to the right to supplementary performance by us. If this should fail, the buyer can reduce the purchase price or withdraw from the contract, at his option. His compensation claims specified in clause 9.4 shall remain unaffected. In case of rectification of defects, we shall be obligated to bear all costs necessary for the purpose of defect rectification, particularly shipping, handling, labour and material costs, as long as these are not increased because the purchased item has been brought to a different location than the agreed place of performance. If the subject matter of the defect liability is a recourse claim against the buyer, after he has been successfully claimed upon pursuant to the provisions of the sale of consumer goods, his recourse claims shall remain unaffected on the basis of the provisions of the sale of consumer goods. With regard to the compensation, reference is also made to 9.4. The buyer shall immediately provide notification if he is claimed upon by way of recourse. We shall not be held liable for any guarantees assumed by the buyer and other commitments beyond the legal compensation claims; also not for any case of recourse.

9.3 We shall only issue a guarantee declaration in written form. It shall only be valid if it sufficiently specifies and describes the content of the guarantee, its duration and the territorial scope of the guarantee protection.

9.4 The obligation to provide compensation shall – regardless of the legal grounds – be limited to the invoice value of our goods that are directly involved in the incident causing the loss. This shall not apply if we are liable, under compulsory statutory regulations, due to premeditation or gross negligence or due to bindingly promised characteristics, issued guarantees or under the compulsory provisions of the product liability law. We shall be held liable under the statutory provisions, if we culpably infringe a material contractual obligation. However, in this case, the compensation liability will be limited to the foreseeable, typically occurring loss. This shall be a maximum of the invoice value of the goods directly involved in or affecting an incident causing a loss. For indirect losses and for those, which are not foreseeable at the time of concluding the contract, we shall only be held liable for gross negligence or for gross culpability by one of our employees. These limitations shall not apply to losses from damage to life, limb or health. Compulsory, statutory liability provisions shall also remain otherwise unaffected.

9.5 A further compensation liability shall be excluded, notwithstanding the legal nature of the asserted claim. This shall particularly apply to such claims from culpa in contrahendo, due to other contractual infringements or due to criminal claims to compensation for property damage pursuant to Section 823 German Civil Code.

9.6 If we are not held liable for compensation because this liability is excluded or limited for us, this shall also apply to a personal compensation liability by our workers, employees, representatives and legal agents.

9.7 In the case of Section 438 Par. 1 No. 3 German Civil Code in one year from the legal start of the statute of limitation; in the case of Section 438 Par. 1 No. 2 of the German Civil Code, they shall expire in two years from the legal start of the statute of limitations. Compulsory, statutory limitation and liability regulations, such as those for the assumption of a guarantee of indemnity for premeditated or grossly negligent acts, for damage to life, limb or health, the infringement of material, contractual obligations, liability under the product liability law and the provisions of the consumer sale of goods, shall remain unaffected. The statute of limitations shall also remain unaffected in the case of delivery recourse.

10. General provisions, final provisions

10.1 The buyer shall be entitled to offset an uncontested or established claim against our claims or exercise a right of retention regarding an uncontested or legally established claim. Ceteris paribus, offsetting and exercising or rights of retention shall not be admissible.

10.2 The place of performance for both contractual parties shall be our registered office. The sole legal venue for any disputes with the buyer shall be D-21500 Geesthacht, also for legal action in the promissory note and cheque process. However, we shall be authorised to file legal action against the buyer at his general legal venue.

10.3 The assignment of rights by the buyer shall require our explicit consent.

10.4 We shall be entitled to process data received regarding, or in relation to, the business relationship through the buyer, within the meaning of the Federal Data Protection Act, regardless of whether this originates from the buyer himself or from third parties.

10.5 The relationships between the buyer and us shall exclusively be subject to the law of the Federal Republic of Germany, also for legal relationships with foreign buyers.

11. Severability clause

11.1 Changes, amendments and side agreements to these terms and conditions of sale or delivery shall only be valid if they have been defined in writing and signed by both parties; if individual provisions of these terms and conditions of sale and delivery should be or become fully or partially invalid, this shall not affect the validity of the remaining/remaining parts of such terms and conditions. The invalid provision shall immediately be replaced with a valid provision after its discovery, which comes as close as possible to the economic result of the original provision. If the agreements should contain a loophole, this shall be closed in the same manner, such that the parties agree what they would have agreed, if they had identified the loophole.