General Terms and Conditions (AGB)

General Terms and Conditions (GTCs) of König Transportgesellschaft mbH (Company) for the goods and services business

There are separate terms and conditions for individual trading and service areas which differ from the following in individual points and contain industry-specific regulations

1. Scope and amendment of these terms and conditions

1.1 All contracts of the Company with contractual partners (entrepreneurs and consumers) within the scope of the goods and services business, including future contracts, shall be governed exclusively by the following terms and conditions, unless special terms and conditions to the contrary have been agreed. The invalidity of individual terms and conditions shall not affect the validity of the remaining terms and conditions. The same applies if individual conditions do not become part of the contract.

1.2 The contractual partner shall be notified of amendments to these terms and conditions in text form. They shall be deemed to have been approved if the Contractual Partner does not raise an objection in text form. The Company shall draw the Contractual Partner's attention to this consequence when making the notification. The Contractual Partner must send the objection to the Company within six weeks of notification of the amendments.

2. Conclusion of contract

If contracts with entrepreneurs are concluded subject to written or telex confirmation, the content of the Company's letter of confirmation shall be authoritative unless the recipient objects immediately.

3. Checking the statement of account

Invoices issued by the Company must be checked immediately by the Contractor for accuracy, in particular with regard to the VAT rate shown. The Company must be notified in writing of any objections or the reporting of an incorrect VAT rate within 14 days of receipt of the invoice. If the Company does not receive notification from the Contractor within the 14-day period, the VAT rate stated by the Company shall apply. In the event of a breach of the notification obligation, the Contractor shall be liable to pay compensation to the Company in accordance with the statutory provisions.

4. Payment

4.1 Unless otherwise agreed, payment for deliveries and services of the Company shall be made without any deduction immediately upon receipt of the invoice. In the case of delivery or performance on delivery, the payment term shall be calculated according to the date of delivery or performance.

4.2 In the event of late payment, the Company shall charge interest on arrears at the usual bank rate, but at least at the statutory rate in accordance with § 288 BGB.

4.3 In the case of payment by SEPA direct debit mandate, the pre-notification shall be made by invoicing/notification at the latest 1 working day before the debit entry.

4.4 Payment by bill of exchange is only permitted if expressly agreed and even then only on account of performance. Discount charges and collection charges shall be borne by the buyer; they are due immediately.

4.5 In the case of payment by cheque, payment shall not be deemed to have been made when the cheque is received by the Company, but only when it is finally cashed.

4.6 The Company's contractual partner may only offset counterclaims that are not disputed by the Company or have been legally established. The Company's Contractual Partner may not exercise a right of retention that is not based on the same legal relationship.

5. Current account

5.1 All mutual claims arising from the business relationship can, insofar as this is agreed separately, be placed in a current account to which the provisions of §§ 355 ff. HGB apply.

5.2 On the current account, the Company's receivables shall bear interest at the usual bank rate, but at least 8 percentage points above the base interest rate.

5.3 The company's statements of account as at 31 March, 30 June, 30 September and 31 December of each year shall be deemed to be statements of account. The balance shall be deemed to have been recognised if the account holder does not raise any objections within 6 weeks of receipt of the statement of account. The company shall make special reference to this when sending the statement of account. Statutory claims shall remain unaffected.

6. Pricing

Unless otherwise agreed, the Company shall be entitled to set the price at its reasonable discretion.

7. Liability

7.1 Claims for damages by the Contractual Partner, irrespective of the legal grounds, in particular for breach of duties arising from the contractual obligation and from unauthorised action, are excluded.

7.2 This shall not apply where liability is mandatory by law, in particular in cases of - fraudulent intent, wilful intent and gross negligence

- injury to life, limb or health

- the assumption of a guarantee, e.g. for the existence of a property

- breach of material contractual obligations or

- liability under the Product Liability Act.

7.3 Claims for damages due to negligent breach of essential contractual obligations are limited to the foreseeable damage typical for the contract.

7.4 Insofar as liability is excluded or limited, this shall also apply to the personal liability of the company's employees, staff, representatives and vicarious agents.

7.5 A change in the burden of proof to the detriment of the contractual partner is not associated with the above provisions.

8. Claims for defects

The Company shall be liable for claims for defects for one year, except in the cases of §§ 309 No. 7 letters a and b, 438 Para. 1 No. 2 and 634a Para. 1 No. 2 BGB. For consumers, this period only applies to the sale of used, movable goods. Liability towards entrepreneurs for claims for defects in used goods is excluded, except in the cases of § 309 No. 7 letters a and b BGB. The Company shall only be liable to entrepreneurs for public statements, in particular advertising, which it has used for its own purposes or expressly included in the contract.

9. Place of fulfilment, place of jurisdiction, applicable law

9.1 The Company's business premises shall be the place of fulfilment for both parties if the Customer is a merchant, a legal entity under public law or a special fund under public law, or if the Customer's place of residence is outside the Federal Republic of Germany.

9.2 If the customer is a merchant or a legal entity under public law or a special fund under public law, the company may bring an action at the place of jurisdiction of the place of fulfilment and may only be sued at this place of jurisdiction.

9.3 The law applicable at the place of fulfilment shall be decisive for all legal relationships between the Customer, who is an entrepreneur, and the Company, even if the legal dispute is conducted abroad.

For deliveries by the Company, the provisions of sections

10. Delivery

10.1 The Company is authorised to make partial deliveries if this is reasonable for the Contract Partner. If delivery on call has been agreed, the Contractual Partner must call for delivery within a reasonable period of time.

10.2 If delivery becomes impossible or excessively difficult due to force majeure, official measures, plant shutdown, strike, extreme weather conditions (e.g. storm, hail, drought, high or low water) or similar circumstances - including at the Company's suppliers - the Company shall be released from its obligation to deliver for the duration of the hindrance and its after-effects. This shall also entitle the Company to withdraw from the contract if and to the extent that it can no longer be reasonably expected to adhere to the contract. In the event of non-delivery or insufficient delivery to the Company by its upstream suppliers, the Company shall be released from its delivery obligations to entrepreneurs in whole or in part. This shall only apply if it has taken the necessary precautions to procure the goods to be supplied by it and has carefully selected its suppliers. In this case, it undertakes to assign its claims against the supplier to the entrepreneur upon request. In this case, the Company shall remain obliged to provide consideration in accordance with Section 326 (3) BGB. The Company shall immediately inform the Contractor of the occurrence of the above-mentioned events and the non-availability and, in the event of cancellation, shall immediately reimburse the Contractor's counter-performance.

10.3 Increases in transport costs, tariff changes, ice, high or low water surcharges may be added to the purchase price by the Company if delivery takes place more than four months after conclusion of the contract.

10.4 In the case of despatch to entrepreneurs, the entrepreneur shall bear the risk; this shall also apply to carriage paid delivery and drop shipments.

10.5 A delivery agreed with the entrepreneur requires a delivery road or delivery point that is passable by heavy goods vehicles and unaffected by the weather. If the delivery vehicle leaves the passable delivery road on the instructions of the Contractor, the Contractor shall be liable for any damage that occurs. Costs incurred due to the impassability of the access road or delivery point shall be borne by the Contractor in his capacity as Buyer. If the delivery point is not manned at the time of delivery so that receipt of the delivery cannot be acknowledged, the time and place of delivery shall be documented by the driver signing the delivery note.

11. Packaging

The goods shall be packed in a customary manner at the expense of the contractor. Returnable packaging must be emptied immediately by the contractual partner and returned in perfect condition - carriage paid by the contractor. They may not be filled with other goods or used in any other way.

12. Notification of defects

12.1 Complaints due to obviously defective or obviously deviating quality of the goods or due to delivery of goods that are obviously different from those ordered can only be asserted by the entrepreneur immediately, but at the latest within one week of receipt of the goods or after the defect has become apparent.

12.2 In the case of consumable goods, notices of defects shall only entitle the entrepreneur to reduce the purchase price. In the case of goods other than consumable goods, notices of defects shall only entitle the entrepreneur to demand subsequent fulfilment; if this cannot be achieved within a reasonable period of time or is impossible due to the nature of the goods, the entrepreneur shall have the option of withdrawing from the contract or reducing the purchase price. The provisions of § 478 BGB remain unaffected. 12.3 The entrepreneur must inspect the goods immediately upon receipt for material defects, e.g. quantity, quality, condition and is obliged to note obvious defects on the receipt. In addition, § 377 HGB applies in relation to entrepreneurs. Damage during transport shall not entitle the Company to refuse acceptance.

13. Performance disruptions

13.1 The purchase price shall become due immediately if the contractual partner finally refuses to pay the purchase price. The same legal consequence shall occur if the Contractual Partner is in arrears with an amount exceeding one instalment in the case of agreed instalment payments and if the amount in arrears amounts to at least 10% of the total purchase price. In the event of a definitive refusal to pay the purchase price, the Company may refuse to fulfil the purchase contract even without setting a grace period and demand compensation for all costs and expenses incurred as well as compensation for loss of value.

13.2 If the Contractual Partner is in default of acceptance, the Company may store the goods at its own or a third party's premises at the expense and risk of the Contractual Partner or utilise them in a suitable manner for the account of the Contractual Partner, without the need for prior notice.

13.3 The Company may demand immediate payment of all claims and deliveries

and make deliveries dependent on advance payment or the provision of security if there is a significant deterioration in the financial or income situation of the Contractual Partner or if the Contractual Partner's assets are significantly jeopardised.

14. Retention of title

14.1 The delivered goods shall remain the property of the Company until the purchase price has been paid in full. In relation to entrepreneurs, this also applies to all claims that the Company has or acquires in the future against the entrepreneur from the business relationship with the entrepreneur. The Company shall be entitled to withdraw from the contract after setting a reasonable deadline if the Contractual Partner is in breach of contract, in particular if the Contractual Partner is in arrears with payment.

14.2 If the goods subject to retention of title are inseparably mixed, blended or combined with other goods, the Company shall acquire co-ownership of the uniform item in a proportion corresponding to the value of its goods subject to retention of title in relation to the value of the goods mixed with them at the time of mixing, blending or combining.

14.3 The Company shall acquire ownership of the new item by processing the goods subject to retention of title; the Contractual Partner shall store these for the Company.

14.4 At the Company's request, the Contractual Partner must insure the goods belonging to the Company to an appropriate extent against the usual risks at his own expense and assign the insurance claims to the Company. The Company is also authorised to pay the insurance premiums at the expense of the Contractual Partner.

14.5 The Company shall only be authorised to resell the goods, including goods produced by mixing, blending, combining, processing or machining, within the scope of its normal business operations. He is not authorised to dispose of these goods in any other way, in particular to pledge them or assign them as security.

14.5 The Contractor hereby assigns to the Company all claims arising from the resale of the goods subject to retention of title or the goods manufactured from these by processing or treatment. Of the claims arising from the sale of goods in which the Company has acquired co-ownership by mixing, blending or combining, the Contractor hereby assigns to the Company a first-ranking partial amount corresponding to the Company's co-ownership share in the goods sold. If the Contractor sells goods owned or co-owned by the Company together with other goods not belonging to the Company at a total price, the Contractor hereby assigns to the Company a first-ranking partial amount of this total claim corresponding to the share of the reserved goods.

14.6 The Company is authorised to collect the assigned claims from the resale. The Company may revoke this direct debit authorisation at any time if the Company does not meet its payment obligations, is in default of payment, an application for insolvency has been filed or payments have been suspended or enforcement measures have been taken by third parties. Upon request, the entrepreneur must name the debtors of the assigned claims to the company, notify them of the assignment or hand over the assignment notices to the company. As long as the entrepreneur fulfils his payment obligations, the Company shall not disclose the assignment. If the realisable value of the securities existing for the Company exceeds the secured claims by more than 10% in total, the Company shall be obliged to release securities of its choice at the request of the Contractor.

These General Terms and Conditions (GTCs) have been revised with regard to the requirements of the German Law of Obligations Modernisation Act of 26 November 2001 (BGBI. I p. 3138) (status: May 2013).

König Transportgesellschaft mbH