Terms and Conditions - 4 PIPES

Terms Of Sales And Deilvery

§1 SCOPE OF APPLICATION, FORM

(1) These general terms and conditions of delivery (GTCD) apply to all business relationships with our customers (“buyers”). These GTCD only apply if the buyer is defined as a registered business according to section 14 of the German Civil Code (BGB), a legal entity according to public law or a special investment fund according to public law.
(2) These GTCD apply, in particular, to contracts for the sale and/or the delivery of movable items (“goods”), regardless of whether we manufacture the goods ourselves or purchase them from a supplier (§§ 433, 650 BGB). If no other agreement has been reached, the GTCD version valid at the time of the purchase order from the buyer, or in the text form (e.g. letter, email, telefax) last submitted to him, serve as a framework agreement that is also applicable for future contracts of the same kind, without any requirement for us to make reference to it in each individual case.
(3) Our GTCD are valid to the exclusion of any other terms or conditions. Any general terms and conditions of the buyer that vary, contradict or supplement our GTCD only become valid contract elements in such case that we have expressly agreed to accept them as valid. This requirement to ensure our express agreement applies in every case; for example, even if the buyer, in the course of confirming the order, refers to his GTC, and we do not expressly raise objection to this.
(4) The regulations of the VOB/B (German standard building contract terms) are not a subject of this contract.
(5) Any individual agreements (e.g. framework supply contracts) and specifications in our order confirmation take precedence over these GTCD.
(6) Legally-relevant declarations and notifications from the buyer with reference to the contract (e.g. setting deadlines, defect notifications, withdrawal or reduction) have to be submitted in writing. For the purposes of these GTCD, written form includes any common written or text form (e.g. letter, email, telefax). Statutory requirements for written declarations and notifications remain unaffected.
(7) Any references to the application of statutory regulations serve only to provide clarity. Even without any such clarifying reference, all statutory regulations are applicable, unless they are expressly amended or excluded in these GTCD.

§2 CONCLUSION OF CONTRACT

(1) Our offers are non-binding and subject to alteration. This also applies if we have made available to the buyer any catalogues, other product descriptions or documents, also in electronic form.
(2) The purchase order of the goods by the buyer applies as a binding agreement from the side of the buyer. Unless otherwise stipulated in the purchase order, we are entitled to accept this binding agreement from the side of the buyer within two weeks from the date of receipt.
(3) Our acceptance can be declared either in writing (e.g. by order confirmation) or by dispatching the goods to the buyer.

§3 DELIVERY DEADLINES AND DELAY IN DELIVERY

(1) Any dates and deadlines set by us for deliveries and the rendering of services are always deemed to be approximate unless a fixed delivery period or a fixed delivery date has been expressly committed to or agreed on. In such case that dispatch has been agreed on, periods of delivery and delivery deadlines refer to the point of time that the goods are handed over to the forwarder, carrier or other third party contracted to perform transportation of the goods, unless we have expressly stated otherwise.
(2) We are not liable for impossibility of delivery or for delays in delivery that result from force majeure or other happenings that were not foreseeable at the point of time that the contract was concluded (e.g. any form of operational breakdown, difficulties with material procurement or power supply, transport delays, strikes, legal lockouts, staff shortages, power shortages, material shortages, difficulties during the procurement of necessary official approvals, pandemics or epidemics, measures by public authorities or missing, incorrect or delayed incoming deliveries from suppliers, despite a congruent covering transaction concluded by the vendor), which we are not responsible for. In such case that such happenings make it significantly more difficult or impossible to render delivery or service, and the hinderance is not just temporary, we are entitled to withdraw from the contract. In the case of temporary hinderances, periods of delivery or the rendering of services are extended or delivery or service deadlines are deferred in accordance with the duration of the hinderance plus an appropriate start-up period. In such case that the buyer cannot reasonably be expected to accept the delivery or service due to delay, he can withdraw from the contract by immediately providing us with a written declaration to this end.
(3) We are defined to be in delay of delivery in accordance with the applicable statutory regulations. In any case, an official notice of overdue delivery is required from the buyer.
(4) The rights of the buyer in accordance with § 8 of these GTCD and our legal rights, in particular regarding exemption from duty of performance (e.g. due to impossibility or unreasonableness of the service and/or subsequent fulfilment) remain unaffected.
(5) We are entitled to perform partial deliveries if the partial delivery is usable for the buyer within the framework of the contractually stipulated purposes, the delivery of the remaining ordered goods is assured and the buyer is not subject to any significant additional effort or expense as a result (unless we indicate our readiness to bear such expense).

§ 4 DELIVERY, TRANSFER OF RISK, CUSTOMER ACCEPTANCE, DELAY IN ACCEPTANCE

(1) Delivery is performed from stock, which is also the place of fulfilment for the delivery and any subsequent fulfilment. On request and at the expense of the buyer, the goods will be dispatched to a different defined location (sales shipment). In such case that no other agreement has been concluded, we are entitled to determine the means of shipment (in particular, the forwarding company, the transport route and the packaging).
(2) The risk of accidental loss or accidental material damage is transferred to the buyer at the time of the handover of goods at the latest. In the case of a sales shipment, however, the risk of accidental loss or accidental material damage, as well as the risk of delay, is transferred to the forwarder, the carrier or other person or organisation defined as responsible for the execution of the shipment at the point of time that the goods are dispatched.
(3) In such case that a customer acceptance inspection has been agreed, this is the significant point for the transfer of risk. In addition, the statutory regulations of contract law apply for agreed customer acceptance.
(4) The handover or customer acceptance is, in equivalence, deemed to have been performed when the buyer is in delay of acceptance. Should the dispatch or the handover/customer acceptance be delayed as a result of circumstances caused by the buyer, the risk is transferred to the buyer from the day, that we have previously indicated to the buyer, on which the goods due for delivery are ready for dispatch.
(5) If the buyer is in delay of acceptance, if he fails to adhere to a duty of cooperation or if our delivery is delayed for any other reason that the buyer is accountable for, then we are entitled to demand compensation for any damages and/or additional costs that result from this delay (e.g. storage costs).

§ 5 PRICES AND TERMS OF PAYMENT

(1) In so far as no other individual agreement has been reached, our prices at the point of time of the conclusion of the contract are valid and are defined as ex-works prices, with the applicable sales tax (VAT) still to be added. In the case of a sales shipment (§4 para. 1), the buyer bears the costs from stock (ex-warehouse).
(2) In such case that the agreed prices are based on our list prices and the delivery should be performed more than four months after the conclusion of contract, our list prices at the time of delivery are applicable.
(3) The sales price is due and to be paid, without deductions, within 30 days of the issuing of the invoice and delivery or customer acceptance of the goods. For payment within 14 days, we grant a prompt-payment discount of 2%. We are, however, entitled, even in the course of an ongoing business relationship, to perform complete or partial delivery only upon receipt of a pre-payment. At the latest, we will declare our intention to do so in the order confirmation.
(4) If the above-mentioned payment period has expired without performance of payment, the buyer is in default. During the period in which the buyer is in default, interest is charged on the purchase price at the valid statutory rate of interest. We reserve the right to demand further compensation for the default on payment. With regard to transactions with business people, our entitlement to commercial interest on maturity (§353 HGB) remains unaffected.
(5) The buyer only has a right to offset or withhold payment in such case that his right to do so has been legally determined or is undisputed. Regarding defect of delivery, the counter rights of the buyer remain unaffected, particularly in accordance with § 7 para. 5 point 2 of these GTCD.

§ 6 RETENTION OF OWNERSHIP

(1) Up until the point that all of our invoices, for current and future receivables, resulting from the contract of sale and the ongoing business relationship (guaranteed claims), have been settled in full, we retain ownership of the goods sold.
(2) The goods subject to our retention of ownership must not be pledged to a third party or collateralised until all guaranteed claims for payment (invoiced amounts) have been settled. The buyer is required to notify us immediately in writing if an application for insolvency has been submitted or if third parties have gained access to goods that belong to us (e.g. seizures).
(3) If the buyer does not act in adherence to the contract, particularly in the case that he fails to pay the purchase price due, we are entitled, in accordance with statutory regulations, to withdraw from the contract and/or demand the return of goods on the basis of our retention of ownership. The demand for the return of goods does not, in itself, define a withdrawal from the contract; we are further entitled just to demand the return of goods and to reserve our right to withdraw from the contract. If the buyer fails to pay the sales price when due, we are only entitled to exercise these rights when we have previously set the buyer an appropriate deadline for payment without success, or if the setting of such a deadline is unnecessary in accordance with statutory regulations.
(4) Up until revocation in accordance with point (c) below, the buyer is allowed to resell or further process the goods subject to our retention of ownership in the proper course of business. In such case, the following stipulations apply additionally. (a) The retention of ownership extends to include any products, at their full value, created by the processing, mixing or combining of our goods, in such case that we apply as the manufacturer. Should it be the case that our goods are processed, mixed or combined with the goods of a third party with a legitimate right of ownership, then we are entitled to co-ownership in proportion to the invoice value of the processed, mixed or combined goods. In general, the same applies to the products created as to the goods delivered with retention of ownership. (b) Any amounts receivable from third parties for the resale of the goods, or the sale of the products resulting from the goods, are to be transferred to us immediately by the buyer as collateral, either in full or in proportion to our percentage of co-ownership in accordance with the paragraph above. We will accept this transfer. The obligations of the buyer stipulated in paragraph 2 also apply with respect to the transferred amounts receivable. (c) Alongside us, the buyer is also empowered to collect amounts receivable. We undertake not to collect these amounts receivable as long as the buyer adheres to his obligations to make payments due to us, there are no defects with regard to his provision of goods and services and we have not exercised our right to retention of ownership in accordance with paragraph 3. In such case, we can demand that the buyer notifies us of the transferred amounts receivable and their respective debtors, provides all the required information for collection of the receivable, issues all of the corresponding documents and notifies the debtor (third party) of the transfer of amounts receivable to us. Furthermore, in such case we are entitled to revoke the authorisation of the buyer to sell on or further process the goods subject to our retention of ownership. (d) Should the realisable value of the collateral exceed our amounts receivable by more than 10%, we will release some items of our choice held as collateral if requested to do so by the buyer.

§ 7 BUYER’S RIGHT TO RAISE CLAIMS DUE TO DEFECT

(1) Statutory regulations apply regarding the rights of the buyer in the case of defects, as long as nothing else is stipulated in the following. In all cases, the statutory regulations remain unaffected regarding the purchase of consumer goods (§§474 BGB) and the rights of the buyer originating from particular warranty agreements, in particular from the side of the manufacturer.
(2) The basis of our liability for defects is, first and foremost, the agreement reached about the condition and intended use of the goods concerned.
(3) On no account are we liable for any defects that are known to the buyer upon conclusion of the contract or that the buyer is not aware of due to gross negligence (§442 BGB). In addition, it is a prerequisite of any claim raised by the buyer due to defects that he is in adherence to his statutory obligation to inspect goods and report defects (§§ 377, 381 HGB). For building materials and other goods intended for installation or other further processing, an inspection has to be carried out immediately before the processing. If a defect should become apparent in the course of an inspection or at any later point of time, then this defect is to be reported to us without delay. In any case, all obvious defects have to be reported to us in writing within five days from the date of delivery, and any defects that are not immediately apparent are to be reported to us in writing within five days of detection. Should the buyer fail to carry out proper inspection and/or report a defect to us, then we bear no liability for an unreported defect, a defect that was not reported on time or a defect that was not correctly reported, in accordance with statutory regulation. For goods intended for insertion, connection or installation, this also applies if a defect resulting from a failure to comply with these obligations only becomes apparent after the processing concerned; in particular, in this case, the buyer has no right to raise a claim for compensation of costs incurred (“installation and deinstallation”).
(4) If the item delivered is defective, we can then choose if we perform subsequent fulfilment by eliminating the defect (rectification) or by delivering a defect-free item (replacement delivery). If the form of subsequent fulfilment chosen by us is unreasonable for the buyer in a particular case, he can reject it. Our right to refuse subsequent fulfilment in accordance with statutory regulations remains unaffected.
(5) We are entitled to make the required subsequent fulfilment dependent on the buyer paying the sales price due. However, the buyer is entitled to withhold a part of the sales price in appropriate proportion to the defect.
(6) The buyer has to give us the time and opportunity necessary to carry out any required subsequent fulfilment, in particular by handing over the goods subject to claim for the purposes of inspection. In the case of a replacement delivery, the buyer is required to return the defective items to us upon our request and in accordance with statutory regulations; however, the buyer does not have a right of return. The subsequent fulfilment does not include either the removal or deinstallation of the defective item or the mounting or installation of a defect-free item if we were not originally obliged to perform such tasks. The right of the buyer to claim compensation for costs incurred (“installation and deinstallation”) remains unaffected.
(7) Any expenses, in particular for transport costs, travel expenses, labour costs and material costs, as well as possible installation and deinstallation costs, which are incurred for the purposes of inspection and subsequent fulfilment will be borne or reimbursed by us in accordance with statutory regulations and the stipulations of this GTCD, provided that there is actually a defect. Conversely, we can demand compensation for costs incurred or reimbursed by us due to an unjustified claim due to defect raised by the buyer in such case that the buyer knew or could have recognised that no actual defect has occurred.
(8) In urgent cases, such a danger to operational safety or the prevention of disproportionate damage, the buyer is entitled to eliminate or correct the defect himself and to demand compensation from us for the cost of executing objectively required measures. In the case of such self-performed corrective measures, the buyer is required to notify us without delay, if possible in advance. The buyer is not entitled to carry out self-performed corrective measures if we would be entitled to refuse to carry out corresponding subsequent fulfilment in accordance with statutory regulations.
(9) If an appropriate deadline for subsequent fulfilment set by the buyer has elapsed without success or such a deadline is unnecessary in accordance with statutory regulations, the buyer is then entitled, in accordance with statutory regulations, to withdraw from the contract of sale or reduce the purchase price. However, the right of withdrawal does not apply in the case of an insignificant defect.
(10) The buyer is not entitled to any reimbursement of expenses in accordance with §445a para. 1 BGB unless the last contract in the supply chain is a purchase of consumable goods (§§ 478, 474 BGB). Any entitlement that the buyer has to compensation or reimbursement for futile expenditure (§ 284 BGB) only applies to defects of the goods in accordance with stipulations of the following §§ 8 and 9.

§ 8 OTHER LIABILITY

(1) Unless otherwise stipulated in this GTCD, including the following paragraphs, we are liable in the case of a breach of contractual and non-contractual obligations in accordance with statutory regulations.
(2) We are liable for payment of compensation – irrespective of the legal grounds – within the framework of encumbrance liability in the case of wilful intent and gross negligence. In case of ordinary negligence, we are liable, subject to legal limitations of liability (e.g. diligence in our own matters, insignificant breach of duty), only a) for damage due to fatalities, physical injuries or damage to health, b) for damage due to breach of a significant contractual duty (an obligation whose fulfilment primarily facilitates proper execution of the contract and which contracting parties can expect to be adhered to on a regular basis); in such case, however, our liability is limited to compensation for foreseeable, typically-occurring damage.
(3) The limitations of liability defined in paragraph 2 above also apply with respect to third parties and to breach of duty by persons (also to their benefit) whose fault is assumed to be our responsibility according to statutory regulations. They do not apply in such case that a defect has been fraudulently concealed or a guarantee of the condition of the goods was entered into, and such case that a claim raised by the buyer is subject to product liability law.
(4) Should a breach of duty occur that is not due to defect, then the buyer is only entitled to withdraw from or terminate the contract of sale if we are held responsible for the breach of duty. The buyer is not entitled to a free right of termination (especially in accordance with §§ 650, 648 BGB). In addition, all statutory regulations and legal consequences are applicable.
(5) In as far as we are liable to pay compensation on specified grounds, this liability is limited to possible consequences of a breach of duty that we foresaw when the contract was concluded or that we would surely have noticed had we acted with proper diligence. Indirect damage and consequential damage, resulting from defects of the delivered items, are only subject to compensation in such case that the damage results from usage of the delivered items that is typically to be expected (common usage). The above-mentioned stipulations of this paragraph do not apply in the case of damage resulting from our wilful intent or gross negligence.
(6) In such case that we provide technical information or act as advisors and this information or advice does not belong to the scope of the contractually-agreed service we are obliged to render, then this is performed free-of-charge and is not subject to any form of liability.

§ 9 STATUTE OF LIMITATION

(1) In variance to § 438 para. 1 no. 3 BGB, the general statute of limitation period for claims raised due to defects is one year from the date of dispatch. In such case that a customer acceptance procedure has been agreed, the statute of limitation period begins with the customer acceptance.
(2) Should it be the case that the goods concerned are items that are used for a construction in accordance with their usual intended purpose and have caused this construction to be defective (building material), then the statute of limitation period is then five years from date of dispatch in accordance with statutory regulations (§ 438 para. 1 no. 2 BGB). Any other special statutory regulations regarding statute of limitation periods remain unaffected (especially § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB).
(3) The above-mentioned statute of limitation periods referring to the laws of purchase and sale also apply to contractual and non-contractual claims for compensation made by the buyer with regard to quality defects of goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter statute of limitation period in an individual case. Claims for compensation raised by the buyer in accordance with § 8 para. 2 s. 1 and s. 2(a), or in accordance with product liability law, are exclusively subject to the statutes of limitations defined in law.

§ 10 CHOICE OF LAW AND PLACE OF JURISDICTION

(1) For this GTCD and the contractual relationship between us and the buyer, German law is applicable without possibility of recourse to international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
(2) The exclusive – also international – place of jurisdiction for all legal disputes resulting from this contractual relationship is our place of business (registered office). However, we are in any case entitled to raise legal claim at the place of fulfilment of the duty of delivery, in accordance with these GTCD or an overri- ding individual agreement, or at the general place of jurisdiction of the buyer. Any overriding statutory regulations, in particular regarding exclusive responsibility, remain unaffected.

Status: September 2025
Please note: this document serves exclusively as an aid to understanding for persons without knowledge of the German language. It is a translation of the original document in the German language. Only the original version in the German language is legally binding.