GTC - FMT | Fazio Metal Trade

GTC

GTC

Status January 2019

General Terms and Conditions of Purchase for the Purchase of Raw Materials, Scrap, Recyclable Materials, Declassified Steel Products, Waste and Similar Materials (“AEB Raw Materials”) of FMT Fazio Metal Trade GmbH (“FMT”). A. General provisions I. Scope of application1. the following General Terms and Conditions of Purchase for the Purchase of Raw Materials, Scrap, Recyclable Materials, Declassified Steel Products, Waste and Similar Materials (“GTCP Raw Materials”) of FMT Fazio Metal Trade GmbH shall apply exclusively to the purchase of raw materials, scrap, recyclable materials, declassified steel products, waste and similar materials. Any terms and conditions of the Supplier that conflict with or deviate from these AEB Raw Materials shall only become part of the contract if FMT expressly agrees to them in writing. These GPC Raw Materials shall also apply if FMT performs the delivery or service to the supplier without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from these GPC Raw Materials.2. These AEB Raw Materials shall only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.3. These GPC Raw Materials apply to the entire future business relationship with the Supplier and replace any previous General Terms and Conditions or General Terms and Conditions of Purchase of FMT.4. individual agreements made with the Supplier in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GPC Raw Materials. A written contract or the written confirmation of FMT is decisive for the content of such agreements. II. Conclusion of contract and terms of payment1. offers of the supplier shall only be deemed accepted if expressly declared by FMT.2. The prices stated in the order or in the purchase contract are binding and, unless otherwise agreed, apply to delivery “free place of receipt”.3. invoicing by the supplier or credit notes issued by FMT are based on the weight on receipt and the quality assessment of FMT or an authorized third party on acceptance of the goods.4. Incoming deliveries are always invoiced by FMT using the credit note procedure, taking into account any refusal and other costs.5. Invoices issued by the supplier must comply with the statutory requirements.6. the invoice must be accompanied by all documents (e.g. weighing slip, acceptance report, etc.) that are necessary to verify that the delivery has been made in accordance with the contract.7. Deliveries made before the agreed delivery dates or delivery periods shall not change any due date for payment linked to the originally agreed delivery dates or delivery periods.8. unless otherwise agreed individually, payments shall be made on the 30th or last day of the month following delivery.9. the statutory value added tax shall be shown separately in the invoice or credit note at the statutory rate. Exceptions to the obligation to show VAT are only possible if the Supplier expressly proves that it is not a business. The Supplier shall indemnify FMT against all claims of third parties which are asserted against FMT on the basis of incorrect information about its entrepreneurial status.10. In the case of invoicing using the credit note procedure, the Supplier is obliged to prove its entrepreneurial status with the right to deduct input tax from FMT by submitting a suitable certificate from the tax office in advance. Subsequent certificates must be submitted annually. III. Privacy PolicyThe Supplier agrees that FMT may collect personal data for the purpose of issuing invoices or credit notes and for cash payments by presenting identification documents and store such data in accordance with the provisions of the Federal Data Protection Act. B. Execution of the delivery I. Delivery periods, delivery dates1. the agreed delivery dates and deadlines are binding.2. the supplier is obliged to inform FMT immediately in writing if circumstances occur or become apparent to him which indicate that the agreed dates and deadlines cannot be met.3. the Supplier must inform FMT immediately in writing of any delay in delivery by upstream suppliers or subcontractors. In this case, there is no justification for exceeding a deadline or period.4. in the event of a delay in delivery, FMT is entitled to the statutory claims. In particular, FMT is entitled to demand compensation instead of performance and to withdraw from the contract after the fruitless expiry of a reasonable grace period set. The Supplier shall be responsible for the fault of his vicarious agents and the vicarious agents employed by him as if it were his own fault.5. the Supplier must accept suspensions against itself. Suspensions may be issued by FMT in writing, by telephone or in another suitable form (e.g. by e-mail).6. if in cases of force majeure, strike or lockout FMT is unable to fulfill its contractual obligations or finds it substantially more difficult to do so, FMT may cancel the contract in whole or in part or extend performance to a later date without the Supplier being entitled to any claims against FMT as a result. II. Delivery processing1. unless otherwise agreed, FMT shall determine the place of receipt for the delivery (place of performance). If FMT does not make an express determination, the place of performance is the registered office of FMT. The Supplier must obtain written confirmation of receipt from FMT.2. If weighing is necessary, the weight determined on calibrated scales at the place of receipt is decisive.3. the goods are to be delivered in accordance with standard commercial practice. Statutory regulations, in particular those relating to occupational safety and environmental protection, must be complied with. The delivery must comply with the recognized rules of technology. Several types of goods may not be mixed.4. Retention of title in favor of the Supplier and third parties is excluded. The supplier is obliged to hand over and transfer the goods to FMT free of third party rights and the supplier's own rights.5. the declaration of deliveries in consignment notes, delivery bills, bills of lading and other delivery documents must be complete and must comply with the applicable regulations. Costs and damages due to incorrect, incomplete and/or omitted declarations shall be borne by the supplier. The Supplier shall indemnify FMT against any third party claims made against FMT due to incorrect, incomplete and/or omitted declarations.6. if the supplier makes declarations about the origin of the goods, he is obliged to enable the verification of the proof of origin by the competent authorities and to provide the necessary information as well as any necessary confirmations. If the declared origin is not recognized by the competent authority as a result of incorrect certification or a lack of verification possibilities, the supplier is obliged to compensate FMT for any damage incurred as a result and to indemnify FMT against any third-party claims.7. the transportation and import of the goods ordered by FMT must be carried out in compliance with the applicable statutory provisions, in particular the GGVSE (German Dangerous Goods Ordinance for Road and Rail) and customs regulations. If the supplier does not comply with this obligation, FMT is entitled to take the necessary measures at the supplier's expense, even if the goods are transported on the premises of FMT or the place of receipt.8. persons working on FMT's premises in fulfillment of the Supplier's obligations shall comply with FMT's instructions and the provisions of FMT's company regulations as well as the accident prevention, occupational safety, environmental and other regulations applicable at FMT. Hazardous substances may only be used within FMT's operations after consultation with FMT and must be properly labeled.9. several types may not be mixed. III. Shipping, packaging and transfer of risk1. all shipping costs (e.g. packaging, transportation, insurance, customs duties and other charges) shall be borne by the supplier.2. the Supplier shall bear the risk of shipment until the goods are handed over to FMT or a third party designated by FMT at the place of receipt. IV. Claims for defects1. FMT or the authorized third party is obliged to inspect the delivered goods for any defects within a reasonable period of time. FMT or the commissioned third party is only obliged to carry out a random inspection. In the event of the discovery of defects, the complaint is in any case timely if it is received by the Supplier within a period of 10 working days (excluding Saturdays), calculated from delivery at the place of receipt or, in the case of hidden defects, from discovery by FMT - or by the customer of FMT. In this case, the Supplier waives the objection of delayed notification of defects.2. FMT is entitled to the statutory claims for defects and warranty claims in full; in any case, FMT is entitled to demand from the Supplier, at its discretion, rectification of defects (repair) or delivery of defect-free goods. The right to claim damages instead of performance remains unaffected.3. FMT is entitled to remedy the defect itself or have it remedied by a third party at the Supplier's expense if there is imminent danger or particular urgency.4. Unless otherwise agreed, the limitation period for claims for defects is 36 months, calculated from delivery of the goods.5. the costs incurred by FMT in the event of complaints for quality or other reasons shall be charged to the supplier as refusal costs; furthermore, the supplier shall bear in particular demurrage or demurrage charges incurred as a result of the complaint.6. if explosive devices, suspected explosive objects, closed hollow bodies or contamination with radioactivity are found in the delivered goods, all costs, in particular for examination, segregation, securing, storage, additional transport costs, treatment, disposal, any fines and other consequential costs, shall be borne by the supplier. The supplier shall also be liable for any resulting damage to property and personal injury. To the extent permitted by law, the supplier is obliged to take back the contaminated materials. Furthermore, FMT may charge the Supplier with a discovery premium. The Supplier shall indemnify FMT against claims by third parties which are raised on the basis of the contaminants supplied by the Supplier. V. Cologne Convention, freedom from radioactivity and ionizing radiation1. upon delivery of the goods, the supplier declares that the goods have been checked for the presence of explosive devices, suspected explosive objects, closed hollow bodies and radioactive substances for all deliveries. On the basis of this inspection, the supplier guarantees that the delivered material is free of explosive devices, suspected explosive objects, closed hollow bodies and radioactive substances as well as other substances hazardous to the environment and health and free of ionizing radiation that exceeds the natural inherent radiation. FMT is entitled to refuse to accept deliveries in which the above-mentioned contaminants or radiation contamination have been found and to notify the competent authority and the supplier.2. the supplier must provide FMT with a written certificate with the following content when taking up new deliveries, otherwise at the beginning of each calendar year:"In the case of loading from our own warehouse, we assure you that we will only deliver scrap that has previously been tested by us with our own measuring instruments for freedom from ionizing radiation. We can therefore declare in advance, to the best of our knowledge and belief, for each delivery during the year that the scrap is free of ionizing radiation above the measured ambient background radiation on the basis of the aforementioned test.In the case of loading by subcontractors (drop shipment), we declare that we have informed our subcontractors of the obligation to carefully check the scrap to be delivered by them for freedom from ionizing radiation above the measured ambient background radiation. Our suppliers have assured us that they will carefully check the scrap to be delivered with their own measuring instruments and that, based on this check, they can declare to the best of their knowledge and belief that the scrap to be delivered is free of ionizing radiation above the measured ambient background radiation. In the case of scrap deliveries from direct imports by ship, wagon or truck, we declare that the contract from which the import quantities originate will expressly contain the assurance that the scrap to be delivered is free of ionizing radiation above the measured ambient background radiation based on a test with our own measuring equipment."3. the supplier must provide FMT with a written certificate with the following content when taking up new deliveries, otherwise at the beginning of each calendar year:"In the case of loading from our own warehouse, we assure you that we will only deliver scrap that has previously been checked by us for freedom from explosive devices, suspected explosive objects and closed hollow bodies. We can therefore declare in advance, to the best of our knowledge and belief, that the scrap is free of explosive devices, suspected explosive objects and closed hollow bodies for every delivery made during the year .... on the basis of the aforementioned inspection.In the case of loading by sub-suppliers (drop shipment), we declare that we have informed our sub-suppliers of the obligation to carefully check the scrap to be delivered by them for freedom from explosive devices, suspected explosive objects and closed hollow bodies. Our suppliers have assured us that they will carefully inspect the scrap to be delivered and that, based on this inspection, they can declare to the best of their knowledge and belief that the scrap to be delivered is free of explosive devices, suspected explosive objects and closed hollow bodies. In the case of scrap deliveries from direct imports by ship, wagon or truck, we declare that the contract from which the import quantities originate will expressly contain the assurance that the scrap to be delivered is free of explosive devices, suspected explosive objects and closed hollow bodies on the basis of an inspection."4. FMT is entitled to charge the supplier the insurance premium agreed in the “Cologne Agreement (new)”, which includes the insurance tax, for each ton of scrap delivered.5. scrap from delaborated ammunition may only be delivered after prior agreement with FMT, even if the corresponding clearance certificate is available.6. the accident prevention regulations “Explosive devices and hollow bodies in scrap” of the Hütten- und Walzwerks-Berufsgenossenschaft and the Ordnungsbehördliche Verordnung zur Verhütung von Schäden durch Kampfmittel (Kampfmittelverordnung) of the respective federal states, as amended, are integral parts of these AEB Rohstoffe. VI. Product liability - Exemption1. insofar as the Supplier is responsible for product damage, he is obliged to indemnify FMT against claims for damages by third parties if and insofar as the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.2. within the scope of the obligation to indemnify within the meaning of paragraph 1, the Supplier is obliged to reimburse any expenses pursuant to §§ 683, 670 BGB arising from or in connection with measures carried out by FMT. D. Miscellaneous I. Termination / Withdrawal1. the right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if:a. an official permit required for the execution of the contract is not granted or is revoked. This shall also apply in the event that an official permit is subject to conditions which one of the parties can only fulfill with unreasonably high costsb. the performance of the services described in the contract is no longer permitted or is prohibited by statutory or sub-statutory provisions or by order of an authority,c. an application is made to open insolvency or composition proceedings against the assets of one of the parties and a reason for opening insolvency proceedings existsd. one of the parties persistently breaches material obligations (e.g. through non-payment, defective delivery, etc.) and fails to fulfill these obligations or only fulfills them in insignificant parts even after two written warnings with a reasonable deadlinee. the commercial credit insurance applied for by FMT to secure receivables is not granted or not granted to a sufficient extent for reasons for which FMT is not responsible, or is revoked during the term of the contract.2. in the event of default in payment due to a recognizable deterioration of the buyer's assets, FMT is entitled to withdraw from the contract without the need to set a corresponding deadline. II. Confidentiality1. The Supplier is obliged to treat as confidential all non-public commercial and technical information or knowledge that becomes known through the business relationship between FMT and the Supplier.2. The Supplier may only advertise the joint business relationship with the prior written consent of FMT. III. Assignment, offsetting, rights of retention1. The supplier is only entitled to assign its claims against FMT with the prior written consent of FMT.2. FMT is entitled to offset and retain claims to the extent permitted by law. IV. Legal succession, subcontractors1. FMT is entitled to transfer the respective agreement to a subsidiary or affiliated company without the separate consent of the supplier, provided that this is a certified waste management company.2. FMT is also entitled to assign claims arising from the business relationship to third parties.3. FMT is entitled to have the services to be provided by it performed in whole or in part by a suitable successor or subcontractor. References in these AEB Raw Materials to FMT refer accordingly to this third party. V. Reservation of changesChanges to these Raw Materials GTC shall be notified to the Supplier in writing or by email and shall be deemed approved if the Supplier does not object to the amended Raw Materials GTC in writing or by email within six weeks of notification. The Supplier shall be informed of this separately when the changes are announced. In the event of a timely objection, the Raw Materials GTC originally included shall continue to apply. VI. Applicable law/contract languageThe law of the Federal Republic of Germany shall apply exclusively; the UN Convention on Contracts for the International Sale of Goods is excluded. The contract and business language is German. VII. Supplementary application of further provisionsFor the purchase of non-ferrous metals, the terms and conditions of the German Metal Trade Association (Verein Deutscher Metallhändler e.V.) in their latest version shall apply in addition. VIII. Place of jurisdictionThe exclusive place of jurisdiction is the registered office of FMT. However, FMT is entitled to assert claims against the supplier before the courts of the supplier's general and special place of jurisdiction. IX. SeverabilityShould one or more provisions of these General Terms and Conditions for Raw Materials be or become void, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to replace invalid or unenforceable provisions of these General Terms and Conditions for Raw Materials without delay with valid provisions that come as close as possible to the economic purpose of the invalid provision. The provisions of sentences 1 and 2 shall apply accordingly if these terms and conditions contain any loopholes. General Terms and Conditions of SaleAs of January 2019 General Terms and Conditions of Sale for the Sale of Raw Materials, Scrap, Recyclable Materials, Declassified Steel Products, Waste, and Similar Materials (“GTC Raw Materials”) of FMT Fazio Metal Trade GmbH (“FMT”) A. General Provisions I. Scope1. The following General Terms and Conditions of Sale for the sale of raw materials, scrap, recyclable materials, declassified steel products, waste and similar materials (“GTC Raw Materials”) of FMT Fazio Metal Trade GmbH apply exclusively; FMT does not recognize any terms and conditions of the customer that conflict with or deviate from these GTC Raw Materials, unless FMT expressly agrees in writing to the validity of deviating terms and conditions. These AVB Rohstoffe shall also apply if FMT carries out the delivery or service to the customer without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from these AVB Rohstoffe.2. These AVB Raw Materials apply only to entrepreneurs within the meaning of § 14 BGB (German Civil Code) and legal entities under public law and special funds under public law.3. These AVB Raw Materials apply to the entire future business relationship with the customer and replace any previous AVB Raw Materials or General Terms and Conditions of FMT that may differ.4. Individual agreements made with the customer in individual cases (including collateral agreements, supplements, and amendments) shall in any case take precedence over these General Terms and Conditions for Raw Materials. A written contract or written confirmation from FMT shall be decisive for the content of such agreements.5. Legally relevant declarations and notifications to be made by the customer to FMT after conclusion of the contract (e.g., setting of deadlines, notifications of defects, declarations of withdrawal or reduction) must be made in writing to be effective. II. Conclusion of contract1. Offers made by FMT are subject to change and non-binding.2. The customer's order of goods shall be deemed a binding offer to enter into a contract. Unless otherwise stated in the order, FMT shall be entitled to accept this offer to enter into a contract within 5 working days of its receipt.3. Acceptance may be declared either by order confirmation (verbal or written) or by delivery of the goods to the customer. III. Terms of payment1. FMT's prices “ex warehouse” plus statutory sales tax shall apply.2. Discounts are only permitted if expressly agreed in writing.3. Amounts invoiced by FMT or credit notes received are due for payment immediately without deduction. If settlement by credit note has been agreed, the customer is obliged to issue this immediately upon receipt of the delivery.4. If invoices for deliveries and services are paid via the SEPA core direct debit scheme/business-to-business direct debit scheme, the customer will receive advance information about the direct debit at least one day before the due date. This advance information will be provided when the invoice to be collected is sent.5. If the customer is in default with more than one obligation, all claims shall become due immediately.6. In the event of default in payment due to a recognizable deterioration in the customer's financial situation, FMT shall be entitled to withdraw from the contract without setting a deadline. IV.FMT shall be entitled to customary securities for claims, including conditional or limited claims. V.The customer agrees that FMT may collect personal data by presenting identification documents for the purpose of issuing invoices or credit notes and in the case of cash payments, and store such data in accordance with the provisions of the Federal Data Protection Act. VI. Retention of title1. The retention of title agreed below serves to secure all current and future claims of FMT against the customer arising from the delivery relationship between the parties with regard to the materials covered by the contract (including balance claims from a current account relationship limited to this delivery relationship) (hereinafter referred to as the “secured claims”).2. The goods delivered by FMT to the customer remain the property of FMT until all secured claims have been paid in full. Withdrawal from the contract is not necessary to assert the retention of title, unless the customer is a consumer.3. The customer is entitled to process and sell the goods subject to retention of title in the ordinary course of business until the occurrence of the event triggering the retention of title (paragraph 8).4. If the reserved goods are processed by the customer, it is agreed that the processing shall be carried out in the name and on behalf of FMT as the manufacturer and that FMT shall immediately acquire ownership or – if the processing is carried out using materials from several owners or if the value of the processed item exceeds the value of the reserved goods – co-ownership (fractional ownership) of the newly created item. In the event that FMT does not acquire such ownership, the customer hereby transfers its future ownership or – in the above-mentioned ratio – co-ownership of the newly created item to FMT as security. If the reserved goods are combined with other items to form a single item or are inseparably mixed and one of the other items is to be regarded as the main item, the customer shall, insofar as the main item belongs to him, transfer to FMT proportional co-ownership of the single item in the ratio specified in sentence 1. Paragraph 3 shall apply mutatis mutandis.5. In the event of resale of the goods subject to retention of title, the customer hereby assigns to FMT, by way of security, the claim against the purchaser arising from the resale – in the event of co-ownership of the goods subject to retention of title by FMT, in proportion to its co-ownership share – to FMT accepting the assignment. The same shall apply to other claims that replace the reserved goods or otherwise arise in respect of the reserved goods, such as insurance claims or claims arising from tort in the event of loss or destruction. FMT revocably authorizes the customer to collect the claims assigned to FMT in its own name. FMT may only revoke this authorization to collect in the event of realization.6. The goods subject to retention of title may not be pledged to third parties or transferred as security before the secured claims have been paid in full. If third parties seize the goods subject to retention of title, in particular by attachment, the customer shall immediately inform them of FMT's ownership and notify FMT in writing so that it can enforce its property rights. If the third party is unable to reimburse FMT for the judicial or extrajudicial costs incurred in this connection, the customer shall be liable for these costs.7. FMT shall release the goods subject to retention of title and any items or claims replacing them upon request, at its discretion, insofar as their value exceeds the amount of the secured claim by more than 10%.8. If FMT withdraws from the contract due to breach of contract by the customer – in particular default in payment – (event of enforcement), FMT shall be entitled to demand the return of the goods subject to retention of title. B. Execution of delivery I. Delivery periods, delivery dates1. Delivery and performance dates or deadlines shall only be binding after written confirmation by FMT. All delivery periods and dates are subject to unforeseeable production disruptions and timely delivery of the necessary raw materials and, insofar as small quantities for completion from additional purchases have been agreed or are customary in the industry, subject to availability and timely delivery.2. If the customer fails to fulfill its contractual obligations, such as opening a letter of credit, providing domestic or foreign certificates, making an advance payment, or similar, in a timely manner, FMT shall be entitled to postpone delivery deadlines and dates appropriately in accordance with the requirements of the production process.3. The date of dispatch from the factory/warehouse shall be decisive for compliance with delivery periods and dates.4. Delays in delivery and performance due to force majeure and events that make delivery significantly more difficult or impossible for FMT – including, in particular, labor disputes, official orders, transport delays, machine breakdowns and other circumstances for which neither party is responsible, even if they occur at a supplier or subcontractor of FMT – shall not be the responsibility of FMT, even if deadlines and dates have been bindingly agreed. These circumstances entitle FMT, at its discretion, to postpone delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part due to the unfulfilled part. FMT may only invoke the circumstances described above if it has informed the customer of these circumstances without undue delay.5. If the hindrance within the meaning of paragraph 4 lasts longer than 3 months, the customer shall be entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part not yet fulfilled. If the delivery or performance period is extended or if FMT is released from its delivery or performance obligation, the customer shall not be entitled to claim damages.6. In the event of non-compliance with the delivery deadlines, the customer shall only be entitled to the rights under §§ 281, 323 BGB if it has set FMT a reasonable deadline for delivery which – in deviation from §§ 281, 323 BGB – is linked to a declaration that it will refuse to accept the service after the expiry of the deadline; after the unsuccessful expiry of the period, the claim for performance shall be excluded.7. The occurrence of a delay in delivery shall in any case require a written reminder from the customer.8. FMT shall be entitled to make partial deliveries and render partial services to a reasonable extent at any time. II. Dimensions, weight, qualityDeviations in dimensions, weight, and quality are permissible in accordance with DIN or current practice. Weights shall be determined on calibrated scales belonging to FMT or a third party commissioned by FMT and shall be decisive for invoicing. Unless individual weighing is customary, the total weight of the shipment shall apply. Differences from the calculated individual weights shall be distributed proportionally among them. III. Shipping, packaging, and transfer of risk1. Delivery shall be made from the warehouse of FMT or the third party commissioned, which shall also be the place of performance. At the request and expense of the customer, the goods shall be shipped to another destination (sale by delivery). Unless otherwise agreed, FMT shall be entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) itself. Any costs incurred shall be borne by the customer.2. The risk shall pass to the customer upon handover of the goods to the forwarding agent or carrier, but no later than upon leaving the factory or warehouse.3. At the customer's request, FMT shall take out transport insurance or other suitable insurance at the customer's expense in order to secure the contractual performance as far as possible. IV. Claims for defects1. The goods are in accordance with the contract if, at the time of transfer of risk, they do not deviate from the agreed specification or only deviate insignificantly; conformity with the contract and freedom from defects of the goods shall be determined exclusively by the express agreements on the quality and quantity of the goods ordered. Liability for a specific purpose or suitability shall only be assumed to the extent expressly agreed; otherwise, the risk of suitability and use shall lie exclusively with the customer. FMT shall not be liable for deterioration or loss or improper handling of the goods after transfer of risk.2. The contents of the agreed specification and any expressly agreed intended use do not constitute a guarantee; the assumption of a guarantee requires a written agreement.3. If the delivery or service is defective, FMT shall be entitled, at its discretion, to remedy the defect or make a replacement delivery. FMT may refuse subsequent performance if it is only possible at disproportionate cost. If the rectification of defects or replacement delivery is delayed for reasons for which FMT is responsible, or if the rectification of defects or replacement delivery ultimately fails for other reasons, the customer shall be entitled to the remaining statutory warranty rights. The customer shall only be entitled to claims for damages or reimbursement of expenses in accordance with Section C.4. The customer shall only be entitled to assert claims for defects if the customer notifies FMT of a defect in writing without delay, at the latest within 5 working days. Defects that cannot be discovered immediately after delivery or performance even upon careful inspection must be reported to FMT immediately upon discovery, at the latest one month after delivery. After an agreed acceptance has been carried out, complaints about defects that could have been detected during this acceptance are excluded.5. In the event of complaints, the customer shall give FMT the opportunity to inspect the goods complained about without delay; upon request, the goods complained about or a sample thereof shall be made available at FMT's expense. In the event of unjustified complaints, FMT may charge the customer for the freight and handling costs as well as the inspection costs.6. In the case of goods that have been delivered as downgraded material – e.g., so-called II-a material – the customer shall not be entitled to any claims for defects with regard to the specified defects and those that he would normally have to expect.7. The limitation period in the event of defective delivery shall expire one year after delivery, except in cases of intent. This shall not affect the statutory limitation periods for goods that have been used for a building in accordance with their normal use and have caused its defectiveness. Rectification or replacement shall not restart the limitation period.8. The customer's recourse claims against FMT pursuant to § 478 BGB are limited to the statutory scope of the defect claims asserted against the customer by third parties and require that the customer has fulfilled its obligation to give notice of defects in relation to FMT in accordance with § 377 HGB (German Commercial Code). C. General limitations of liability1. Unless otherwise specified in these terms and conditions, FMT shall be liable without limitation:a) for any intentional or grossly negligent damage caused by FMT, one of its legal representatives, vicarious agents, or assistants;b) in the event of intentional or negligent injury to life, limb, or health; andc) for claims under the Product Liability Act or insofar as FMT has fraudulently concealed a defect in an item or has given an express guarantee for the quality of an item.2. In all other cases, FMT shall only be liable in the event of simple negligence in the event of a breach of essential contractual obligations and limited to typically foreseeable damage. Essential contractual obligations within the meaning of this Section C are contractual obligations whose fulfillment is essential for the proper execution of the contract and on whose fulfillment the other party regularly relies and may rely. The contracting parties agree that the typically foreseeable damage in the event of personal injury and property damage shall be limited to a maximum of €5,000,000.00 and in the event of other financial losses to a maximum of €250,000.00.3. Any further liability of FMT for damages beyond that provided for in the preceding paragraphs is excluded, regardless of the legal nature of the claim asserted. D. Miscellaneous I. Termination/withdrawal1. The right to extraordinary termination for good cause remains unaffected. Good cause shall be deemed to exist in particular if:a. an official approval necessary for the performance of the contract is not granted or is revoked. This also applies in the event that an official approval is subject to conditions which one of the parties can only fulfill at unreasonable expenseb. the performance of the services described in the contract is no longer permissible or is prohibited by statutory or subordinate provisions or by an order of an authorityc. insolvency or composition proceedings are initiated against the assets of one of the parties and there are grounds for insolvencyd. one of the parties persistently breaches essential obligations (e.g. through non-payment, defective delivery, etc.) and fails to fulfill these obligations even after two written warnings with a reasonable deadline, or only fulfills them in insignificant partse. the trade credit insurance applied for by FMT to secure the claim is not granted or is granted to an insufficient extent for reasons for which FMT is not responsible, or is revoked during the term of the contract.2. In the event of default in payment due to a recognizable deterioration in the buyer's financial situation, FMT shall be entitled to withdraw from the contract without setting a deadline. II. Proof of exportIf a customer who is based outside the Federal Republic of Germany (non-domestic customer) or their agent collects goods and transports or ships them outside Germany, the customer must provide FMT with the export certificate required for tax purposes. If this certificate is not provided, the customer must pay the sales tax rate applicable to deliveries within the Federal Republic of Germany on the invoice amount. III. Confidentiality1. The customer is obliged to treat as confidential all non-public commercial and technical information or knowledge that becomes known through the business relationship between FMT and the customer.2. The customer may only advertise the joint business relationship with the prior written consent of FMT. IV. Offsetting, rights of retentionThe customer may only offset undisputed or legally established claims; rights of retention shall only be available to the customer insofar as they are based on the same contractual relationship. V. Legal succession, subcontractors1. FMT is entitled to transfer the respective agreement to a subsidiary or affiliated company without the separate consent of the customer, provided that this is a certified waste management company.2. FMT is also entitled to assign claims arising from the business relationship to third parties.3. FMT is entitled to have the services to be provided by it performed in whole or in part by a suitable successor or subcontractor. References in these General Terms and Conditions for Raw Materials to FMT refer accordingly to this third party. VI. Right to make changesChanges to these General Terms and Conditions for Raw Materials shall be notified to the customer in writing or by email and shall be deemed approved if the customer does not object to the amended General Terms and Conditions for Raw Materials in writing or by email within six weeks of notification. The buyer shall be informed of this separately when the changes are announced. In the event of a timely objection, the originally included General Terms and Conditions for Raw Materials shall continue to apply. VII. Applicable law/contract languageThe law of the Federal Republic of Germany applies exclusively; the UN Convention on Contracts for the International Sale of Goods is excluded. The contract and business language is German. VIII. Supplementary application of further provisionsFor the sale of non-ferrous metals, the terms and conditions of the German Metal Trade Association (Verein Deutscher Metallhändler e.V.) in their latest version apply in addition. IX. Place of jurisdictionThe exclusive place of jurisdiction is the registered office of FMT. However, FMT is entitled to assert claims against the customer before the courts of the customer's general and special place of jurisdiction. X. Severability clauseShould one or more provisions of these General Terms and Conditions for Raw Materials be or become void, ineffective, or unenforceable, this shall not affect the validity of the remaining provisions of these General Terms and Conditions for Raw Materials. The parties undertake to replace invalid or unenforceable provisions of these General Terms and Conditions for Raw Materials without delay with valid provisions that come as close as possible to the economic purpose of the invalid provision. The provisions in sentences 1 and 2 shall apply accordingly if these terms and conditions contain any loopholes.