GENERAL TERMS AND CONDITIONS

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GENERAL CONDITIONS OF PURCHASE

Nord-Schrott GmbH & Co. KG
Lilienthalstraße 30
D-24941 Flensburg

§ 1 Bindingness of our conditions

1. The following conditions (hereinafter: GTC) apply to all current and future business relationships of Nord-Schrott GmbH & Co. KG (hereinafter: NOS) with business partners and suppliers (hereinafter: Seller) unless otherwise agreed or regulated differently in these GTC, what is regulated differently is the general commercial customs and practices as well as legal regulations.

2. These provisions do not apply to contracts with private individuals.

3. The General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable items (hereinafter: goods), regardless of whether the seller produces the goods himself or buys them from suppliers (§§433, 651 BGB). Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the order from NOS or, in any case, in the version last communicated to the seller in text form also apply as a framework agreement for similar future contracts, without NOS having to refer to them again in each individual case.

4. These General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary provisions of the seller will only become part of the contract if and to the extent that NOS has expressly agreed to their validity in writing. This consent requirement applies in every case, for example, even if NOS accepts the seller's deliveries of goods, services, or payments without reservation despite being aware of the seller's general terms and conditions. If NOS gives consent, the seller's provisions apply unless otherwise stipulated in the consent, only for the respective individual contract.

5. In the event of any inconsistency between the Seller's terms and conditions to which NOS has agreed, these T&Cs shall prevail.

6. Individual agreements made with the seller in individual cases (including additional agreements, additions, and changes) always take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or written confirmation from NOS is decisive for the content of such agreements.

7. Legally relevant declarations and notifications that the seller makes to NOS after the conclusion of the contract (e.g. setting deadlines, reminders, declarations of withdrawal) must be in text form to be effective. If these General Terms and Conditions require that such actions be carried out in writing, text form is sufficient.

8. References to the validity of legal regulations only have clarifying meaning. Even without such clarification, the statutory provisions apply unless they are directly changed or expressly excluded in these General Terms and Conditions.

§ 2 Offers and contract

1. Offers from NOS are subject to change and non-binding. Unless an express binding period has been agreed or such a limitation clearly results from the circumstances (e.g. designation of a price as a “current price”), offers from NOS can only be accepted immediately. The statutory revocation options remain unaffected.

2. A contract is concluded through a written purchase or order confirmation (hereinafter: purchase confirmation) from NOS. Subsequently, different sales confirmations from the seller do not change the contract. The unconditional acceptance of goods, provision of services, or acceptance of payments does not constitute acceptance of different confirmations by NOS.

3. Changes and additions or the cancellation of a contract or these conditions will only become effective with written confirmation from NOS. Declarations and notifications by the supplier after conclusion of the contract are only effective if they are made in writing.

§ 3 Prices/information in invoices and delivery documents

1. The price stated in the purchase confirmation from NOS is binding.

2. Unless otherwise agreed in writing, the price includes delivery and transport by the seller to the shipping address specified in the contract, including packaging.

3. If containers are provided by NOS for the collection and/or transport of the material and collection has been agreed, rental and transport costs will be invoiced by NOS unless otherwise agreed in the contract.

4. The contract number of the purchase confirmation from NOS, the material name, the delivery quantity, the address of the seller, and the delivery address must be stated in all order confirmations, delivery documents (e.g. waybill, wagon accompanying note, delivery note, and bill of lading). If no material name is stated on the delivery documents, the classification of NOS applies according to the findings, without any subsequent claim by the seller.

§ 4 Performance, delivery, transfer of risk, delay in acceptance, payment

1. Without express regulations, several types of material may not be mixed. The seller is responsible for ensuring compliance with all existing legal declarations and proof obligations.

2. The seller is not entitled to have the service owed by him provided by third parties without the prior written consent of NOS. The seller bears the procurement risk for his services unless otherwise agreed in individual cases (e.g. limitation of stocks).

3. The place of fulfillment for delivery is the agreed pick-up point.

4. NOS is entitled to change the time and place of delivery by giving written notice at least one week before the agreed delivery date. The delivery period cannot be shortened. If such changes result in delivery delays that cannot be avoided with reasonable efforts in the seller's normal production and business operations, the originally agreed delivery date will be postponed accordingly.

5. If it has been agreed that the goods will be shipped by him, the seller undertakes to provide all information required under waste law in the event of cross-border shipments of waste and to also oblige the freight forwarders and transport companies used by him to do so. This applies in particular to compliance with the requirements of Regulation 1013/2006 on the shipment of waste (VVA) and those of the Waste Shipment Act (AbfVerbrG) issued to fill out the VVA, in the currently valid version.

6. The risk of accidental loss and accidental deterioration of the item passes to NOS upon handover at the place of performance. If acceptance has been agreed, this is decisive for the transfer of risk. Otherwise, the statutory provisions of contract law apply accordingly in the event of an acceptance. The handover or acceptance is the same if NOS is in default of acceptance.

7. The statutory provisions apply to the occurrence of a default in acceptance by NOS. However, the seller must also expressly offer its services to NOS if a specific or determinable calendar time has been agreed for an action or cooperation by NOS (e.g. provision of material). If NOS defaults on acceptance, the seller can demand compensation for additional expenses in accordance with the statutory provisions (§ 304 BGB). If the contract concerns an unreasonable item to be manufactured by the seller (custom-made product), the seller is only entitled to further rights if NOS undertakes to cooperate and is responsible for the failure to cooperate.

8. When delivering scrap, payments will only be made by NOS or representatives of NOS if the seller has signed a still valid explosive device-free certificate to NOS.

9. Place of fulfillment for payment is Flensburg. Payment for iron and steel scrap is made by the 30th of the month following delivery, or at the end of the month if the month has fewer than 30 days. For non-ferrous metals, payment is made 8 days after receipt. Earlier payment terms require a separate, written agreement.

10. The seller undertakes to provide NOS with the goods free of its own rights or the rights of third parties. If, in an individual case, NOS accepts an offer from the seller for transfer of ownership that is conditional on payment of the purchase price, the seller's retention of title expires at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, NOS remains authorized to resell the goods even before the purchase price has been paid, assigning the resulting claim in advance. The seller's retention of title only applies to the extent that they relate to NOS's payment obligations for the respective materials to which the seller reserves title. In particular, all forms of retention of title such as extended, forwarded, and extended retention of title for further processing are excluded.

§ 5 Delivery time and delay in delivery

1. The delivery time stated by NOS in the purchase confirmation or otherwise relevant according to these General Terms and Conditions is binding. If the delivery time is not stated in the order and has not been agreed otherwise, it is 4 weeks from the conclusion of the contract. The seller is obliged to inform NOS immediately in writing if he is unlikely to be able to meet agreed delivery times - for whatever reason.

2. If the seller does not provide his service or does not provide it within the agreed delivery time or is in default, NOS's rights - in particular to withdrawal and compensation - are determined in accordance with the statutory provisions. Section 3 of this regulation remains unaffected.

3. If the seller is in default, NOS can - in addition to further legal claims - claim flat-rate compensation for our default damages in the amount of: Demand 1% of the net price per completed calendar week, but not more than 5% of the net price in total, of the goods delivered late. NOS reserves the right to prove that greater damage has occurred. The seller reserves the right to prove that no damage at all or only significantly less damage occurred.

§ 6 Complaints and suspension

The seller must accept suspensions against him. NOS will communicate any suspensions by telephone, email, fax, or in writing. Further delivery of material from the same contractual relationship must be stopped immediately.

§ 7 Refusals; Defects and claims for defects

1. The statutory provisions apply to NOS' rights in the event of material and legal defects in the goods (including incorrect and short delivery) and other breaches of duty by the seller, unless otherwise specified below.

2. According to the legal regulations, the seller is particularly liable for ensuring that the goods have the agreed quality when risk passes to us. In any case, those material descriptions which are the subject of the respective contract - in particular through designation or reference in the purchase confirmation from NOS - or which were included in the contract in the same way as these General Terms and Conditions are deemed to be an agreement on the quality. This applies, in particular, to commercially available material or variety names as well as agreed modifications. It makes no difference whether the product description comes from us, the seller, or the manufacturer. Otherwise, the nature of the material depends on the relevant European and national legal and technical regulations as well as the respective commercial practices.

3. The seller declares that all materials have been examined by him for the presence of explosive devices, explosive objects such as ammunition residues, and closed hollow bodies. The seller confirms this in writing at any time upon request of NOS. In the case of drop shipping, the seller obliges its upstream suppliers to examine the goods accordingly and to provide written confirmation of this upon request. If the aforementioned substances are discovered, NOS is entitled to accept them to the extent legally permissible of the material and the seller of the material is obliged to take it back at his own expense.
The seller bears all costs arising from the presence of substances within the meaning of sentence 1 in the contractual materials. This includes in particular the costs of finding, securing and disposing of the substances within the meaning of sentence 1. The seller also releases NOS from all third-party claims that are asserted in connection with the presence of the substances mentioned in sentence 1 in the material covered by the contract.

4. All materials must be free of radioactivity. The seller assures that all material has been checked for ionizing radiation and is free from ionizing radiation that is above the measured ambient background radiation. In the case of drop shipping, the seller obliges its upstream suppliers to inspect the goods accordingly.
If ionizing radiation above the ambient background radiation is detected, NOS is entitled, to the extent legally permissible, to refuse acceptance of the material and the seller of the material is obliged to take it back at his own expense.

The seller bears all costs arising from the presence of radiation within the meaning of sentence 1 in the contractual materials. This includes, in particular, the costs of finding, securing, and eliminating the radiation sources as the cause of the radiation or additional costs resulting from measures ordered by the authorities. This covers orders from national and foreign authorities.

The seller also releases NOS from all third-party claims that are asserted in connection with the presence of radiation referred to in sentence 1 in the material covered by the contract.

The seller certifies to NOS upon initiating the business relationship and, in the case of existing business relationships, at the beginning of each calendar year for presentation of NOS, the buyer, that all materials have been checked by him for ionizing radiation and are free of ionizing radiation above the measured ambient background radiation. In the case of drop shipping, the seller certifies that he has passed on this obligation to his upstream suppliers.

5. The seller also undertakes to examine the materials for compliance with the relevant legal limits with regard to the presence of dangerous substances and contamination. If limits are exceeded that are considered unacceptable by national and local authorities, the seller of the material is obliged to take it back. The seller is fully liable for damages resulting from the exceeding of relevant limit values or contamination, in particular for third-party claims asserted against NOS due to the exceedance or contamination or additional expenses resulting from measures ordered by the authorities.

6. The seller certifies to NOS upon initiating the business relationship and, in the case of existing business relationships, at the beginning of each calendar year for presentation to NOS, the buyer, that all materials supplied by him have been tested for the presence of substances within the meaning of Section 3, Sentence 1 and radiation within the meaning of Section 4 Sentence 1, have been examined and all materials to be delivered in the future will be examined, and, in the case of drop shipping, that the seller has passed on or will pass on this obligation to its upstream suppliers.

7. Scrap must be free of all components that are harmful to smelting, in particular flammable materials, contaminants, or deposits such as fuel, oil, or coolant residues.

A defect also exists, for example, in the case of adhesion of foreign substances, contamination, or excessive corrosion.

8. Contrary to Section 442, Paragraph 1, Sentence 2 of the German Civil Code (BGB), NOS is entitled to unrestricted claims for defects even if the defect remained unknown to NOS at the time the contract was concluded due to gross negligence.

9. The legal regulations (§§ 377, 381 HGB) apply to the commercial obligation to inspect and report complaints with the following provisions: NOS's obligation to inspect is limited to defects that are detected during our incoming goods inspection or, in the case of drop-shipping, during the incoming goods inspection at the NOS customer external inspection, including the delivery documents as well as our quality control in the sampling process (e.g. incorrect or short delivery). In particular, the seller agrees that an examination of the material, which requires the use of heavy equipment for sorting, radioactivity measuring devices, analysis devices, or other devices normally used in a stationary manner, will take place on NOS's premises.

The seller further agrees that in the case of drop shipments in which the goods are transported directly from the seller to the NOS buyer, even if the transport is carried out in whole or in part by NOS, the goods are checked by the NOS buyer on its premises. In this case, the inspection takes place within 14 days of receipt of the goods at our customer's facility, and at the latest within 90 days of the seller providing the service.

If acceptance has been agreed, there is no obligation to inspect. Furthermore, it depends on the extent to which an investigation is feasible in the normal course of business, taking into account the circumstances of the individual case.

10. The obligation to report defects discovered later by NOS remains unaffected. In all cases, the complaint (notification of defects) from NOS is deemed to be immediate and timely if it is sent within 14 working days of discovery or, in the case of obvious defects, of delivery.

11. Once the seller receives the written notification of defects from NOS, the statute of limitations for warranty claims is suspended until the seller rejects NOS's claims or declares the defect to have been remedied or otherwise refuses to continue negotiations regarding NOS's claims finally and in writing. In the event of a replacement delivery and elimination of defects, the warranty period for replaced and repaired parts begins again unless NOS had to assume based on the seller's behavior that he did not feel obliged to take the measure, but only carried out the replacement delivery or elimination of defects as a gesture of goodwill or similar reasons.

12. If the seller does not fulfill his obligation to provide subsequent performance - at NOS's discretion by eliminating the defect (repair) or by delivering a defect-free item (replacement delivery) - within a reasonable period of time set by NOS, NOS can remedy the defect itself and demand reimbursement of the necessary expenses or a corresponding advance from the seller. If subsequent performance by the seller has failed or is unreasonable for NOS (e.g. due to particular urgency, risk to operational safety, or imminent occurrence of disproportionate damage), no deadline is required; NOS will inform the seller immediately, if possible in advance, of such circumstances.

13. Otherwise, in the event of a material or legal defect, NOS is entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. In addition, NOS is entitled to compensation for damages and expenses in accordance with legal regulations.

14. Claims for damages are asserted in particular with regard to the costs of examination, sorting, securing, storage, transport, treatment, disposal, fines, and other follow-up costs that were caused by the defectiveness of the material.

15. To the extent legally permissible, defective materials must be taken back by the seller immediately at NOS's request at its own expense, with all additional costs that may arise.

§ 8 Producer liability

1. If the seller is responsible for product damage, he must indemnify NOS from third-party claims to the extent that the cause lies within his area of control and organization, and he himself is liable externally.

2. As part of its obligation to indemnify, the seller must reimburse expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) that arise from or in connection with third-party claims, including recalls carried out by NOS. NOS will inform the seller - as far as possible and reasonable - about the content and scope of recall measures and give him the opportunity to comment. Further legal claims remain unaffected.

§ 9 Limitation

1. The mutual claims of the contracting parties expire in accordance with the statutory provisions unless otherwise specified below.

2. Deviating from Section 438 Paragraph 1 No. 3 BGB, the general limitation period for claims for defects is 30 months from the transfer of risk. If acceptance has been agreed, the limitation period begins with acceptance. The 30-month limitation period also applies to claims arising from defects of title, whereby the statutory limitation period for third-party claims for restitution (§438 Para. 1 No. 1 BGB) remains unaffected; In addition, claims arising from defects of title do not become statute-barred under any circumstances as long as the third party can still assert the right against NOS - particularly in the absence of a statute of limitations.

3. The limitation periods of the sales law, including the above extension, apply - to the extent permitted by law - to all contractual claims for defects. If NOS is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period applies (§§ 195, 199 BGB), unless the application of the limitation periods of the sales law leads to a longer limitation period in individual cases.

§ 10 Weight and quantity determination

The receipt weight and findings are decisive for billing.

§ 11 Assignment/offsetting

1. NOS is entitled to set off any claims that NOS may have arising from the above provisions for compensation, exemption, warranty, etc. The seller expressly waives any objection to such a declaration of offsetting.

2. Rights and obligations arising from a contract concluded with NOS, in particular the seller's counterclaim from this contract, may not be assigned in whole or in part without the express written consent of NOS.

3. The seller is only entitled to offset rights to the extent that his claims are legally established, undisputed, or recognized by NOS. He is also authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 12 Obligation to comply with the statutory minimum wage

1. The seller, if it falls within the scope of the Posting of Workers Act (AEntG) or the Minimum Wage Act (MiLoG), undertakes to pay the corresponding minimum wage to its employees who are involved in the fulfillment of its obligations to NOS. If the seller involves third-party companies in fulfilling their obligations to NOS, they, in turn, oblige them to comply with a relevant minimum wage when paying their employees.

2. If a claim is made against NOS for payment due to a violation of the requirements in accordance with Section 1 of this regulation, the seller undertakes to release NOS from the claim.

§ 13 Privacy Policy

NOS informs that personal data from contact persons at the respective suppliers/customers, such as telephone numbers, fax numbers, email addresses, delivery address, and function in the company, is recorded and stored. The purpose of the recording is the fulfillment of contractual obligations by NOS towards the respective supplier/customer as well as the fulfillment of legal obligations. The legal basis is Article 6 Paragraph 1 Letter b) and Article 6 Paragraph 1 Letter d) of Regulation (EU) 2016/679 (General Data Protection Regulation).

The data is stored for the duration of the commercial and tax retention periods. The data subject has a right to information from NOS about the personal data. You also have the right to correction, deletion, or restriction of processing. You also have the right to object to processing and to data portability. You have the right to lodge a complaint with a supervisory authority.

The provision of personal data is required by law if the contractual materials are moved across borders and information about a contact person at the supplier/customer is required as part of the shipment, or if NOS pays for the contractual materials in cash and is obliged to carry out an identity check for reasons of the Money Laundering Act. Furthermore, the provision of data is necessary for the conclusion of a contract in order to ensure the coordination of deliveries from suppliers or to customers.

The legal and contractual requirements do not bind the data subject himself, but rather NOS. Without providing the personal data of the data subject, in the event of legal obligations to provide the information, the fulfillment of the contractual obligations would not be legally permissible, and NOS would not enter into a contractual relationship. The data subject has the right not to rely exclusively on automated processing - including Profiling - based decision that has legal effects on them or significantly affects them in a similar way.
This does not apply if the decision is necessary for the conclusion or performance of a contract between the data subject and NOS, or if the decision is permitted by Union or Member State law to which the controller is subject and these laws provide appropriate measures safeguarding the rights and freedoms as well as the legitimate interests of the data subject, or with the express consent of the data subject.

The admissibility of decisions based on exclusively automated processing - including profiling - does not exist even if they are based on special categories of personal data in accordance with Article 9 (1) of the General Data Protection Regulation unless Article 9 (2) Letter a ) or g) applies and appropriate measures have been taken to protect the rights and freedoms and legitimate interests of the data subject.

§ 14 Place of jurisdiction and applicable law

1. The law of the Federal Republic of Germany applies to these General Terms and Conditions and the contractual relationship between NOS and the seller, excluding international uniform law, in particular, the UN Convention on Contracts for the International Sale of Goods.

2. If the seller is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - including international - place of jurisdiction for all disputes arising from the contractual relationship is our registered office in Flensburg. The same applies if the seller is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases, NOS is also entitled to bring an action at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the seller's general place of jurisdiction. Priority legal regulations, in particular regarding exclusive responsibilities, remain unaffected.

GENERAL CONDITIONS OF SALE

Nord-Schrott GmbH & Co. KG
Lilienthalstraße 30
D-24941 Flensburg

§ 1 Validity of the conditions

1. The following General Terms and Conditions of Sale (hereinafter: GTC) apply to all current and future business relationships of Nord-Schrott GmbH & Co. KG (hereinafter: NOS) with business partners and customers (hereinafter: Buyer). Unless otherwise agreed or in these GTCs, the general commercial customs and practices, as well as legal regulations, shall apply.

2. These provisions do not apply to contracts with private individuals.

3. The General Terms and Conditions apply particularly to contracts for the sale and/or delivery of movable items (hereinafter: goods), regardless of whether NOS produces the goods itself or purchases them from suppliers (§§ 433, 651 BGB). Unless otherwise agreed, the General Terms and Conditions in the version valid at the time of the buyer's order or in any case in the version last communicated to the buyer in text form also apply as a framework agreement for similar future contracts, without NOS having to refer to them again in each individual case.

4. These General Terms and Conditions apply exclusively. Deviating, conflicting, or supplementary provisions of the buyer will only become part of the contract if and to the extent that NOS has expressly agreed to their validity in writing. This consent requirement applies in all cases, for example, even if NOS unconditionally accepts the buyer's collection of goods, services, or payments despite being aware of the buyer's general terms and conditions. If NOS agrees, the buyer's provisions apply only to the respective individual contract, unless otherwise stipulated in the consent.

5. In the event of any inconsistency between the buyer's terms and conditions to which NOS has agreed, these GTCs will take precedence.

6. Individual agreements made with the buyer in individual cases (including additional agreements, additions, and changes) always take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or written confirmation from NOS is decisive for the content of such agreements.

7. Legally relevant declarations and notifications that the buyer makes to NOS after conclusion of the contract (e.g. setting deadlines, reminders, declarations of withdrawal), as well as all agreements regarding the execution of contracts between NOS and the buyer must be in text form to be effective. If these General Terms and Conditions require that such actions be carried out in writing, text form is sufficient.

§ 2 Offer and conclusion of contract

1. Offers from NOS are subject to change and non-binding. Unless a binding period is expressly included or such a time limit clearly results from the circumstances, offers can only be accepted immediately.

2. A contract is concluded through a written sales or order confirmation (hereinafter: sales confirmation) from NOS. Subsequently, different purchase confirmations from the seller do not change the contract. The unconditional acceptance of goods, provision of services, or receipt of payments does not constitute acceptance of different confirmations by NOS.

3. Changes, additions or the cancellation of a contract or these conditions will only become effective with our written confirmation. Declarations and notifications by the supplier after conclusion of the contract are only effective if they are made in writing.

4. Data such as drawings, illustrations, dimensions, weights, or similar are provided without obligation. Information about properties of any kind, patterns, and samples are only indications of the nature of the goods. They are only exactly agreed if this is expressly agreed in writing.

5. Scrap is a secondary raw material. The purity in terms of quality and material is limited to the possibility of material sorting, mainly according to appearance and origin, which is carried out with the usual professional care. A guarantee of grade or alloy purity is not possible.

§ 3 Pricing

1. Unless otherwise agreed in individual cases, our current prices at the time the contract apply, ex-warehouse, plus statutory sales tax, unless the reverse charge procedure applies or the transaction is exempt from sales tax due to other legal provisions is liberated.

2. When purchasing by mail order, the buyer bears the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. The buyer is responsible for any customs duties, fees, taxes, and other public charges.

3. The purchase price is due and payable net (without deductions) within the payment deadlines in accordance with Section 9 of these General Terms and Conditions.

4. Interest is to be charged on the purchase price during the delay at the applicable statutory default interest rate. NOS reserves the right to assert further damages caused by the delay. Our claim to the commercial maturity interest (§ 353 HGB) remains unaffected from merchants.

5. The buyer is only entitled to offset rights to the extent that his claims are legally established, undisputed, or recognized by NOS. He is also authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

6. If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that NOS's claim to the purchase price is at risk due to the buyer's inability to pay, NOS is obliged to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to the right to withdraw from the contract (§ 321 BGB). In the case of contracts for the production of unreasonable items (custom-made items), NOS can declare withdrawal immediately. The legal regulations regarding the dispensability of setting a deadline remain unaffected.

§ 4 Delivery and service time

1. The dates and deadlines stated by NOS are non-binding unless otherwise expressly agreed in writing or otherwise stated in the purchase confirmation from NOS.

2. Compliance with delivery obligations also requires the timely and proper fulfillment of the buyer's obligation. The objection of non-fulfillment of the contract remains reserved.

3. If NOS is unable to meet binding delivery deadlines for reasons for which NOS is not responsible (non-availability of the service), NOS will inform the buyer of this immediately and at the same time inform the expected new delivery deadline. If the service is not available within the new delivery period, NOS is entitled to withdraw from the contract in whole or in part; NOS will immediately reimburse any consideration already provided by the buyer.

A case of non-availability of the service in this sense applies in particular to non-timely delivery by suppliers of NOS if a congruent hedging transaction has been concluded, neither NOS nor the supplier is at fault nor is NOS obliged to procure in the individual case, as well as other subsequent material procurement difficulties, Operational disruptions, strikes, lockouts, staff shortages, lack of means of transport, official orders, etc.

4. The occurrence of a delay in delivery by NOS is determined in accordance with the statutory provisions. In any case, a reminder from the buyer is required.

5. If a hindrance lasts longer than three months, the buyer is entitled, after setting a reasonable grace period, to withdraw from the contract with regard to the part that has not yet been fulfilled. However, NOS is entitled to make partial deliveries and partial services at any time.

§ 5 Delivery/transfer of risk/default of acceptance

1. Unless otherwise expressly agreed in writing, delivery takes place ex-works, which is also the place of performance for the delivery and any subsequent fulfillment. At the buyer's request and expense, the goods can be sent to another destination (shipment purchase). Unless otherwise agreed in writing, in the case of a mail order purchase, NOS is entitled to determine the type of shipment (including the transport company, shipping route, packaging).

2. The risk of accidental loss and deterioration of the goods passes to the buyer upon handover at the latest. However, in mail order purchases, the risk of accidental loss and deterioration of the goods as well as the risk of delay passes to the delivery of the goods to the freight forwarder, the carrier, or the other person or institution designated to carry out the shipment, or if the goods have left the NOS company warehouse or the warehouse of the shipping point specified by NOS for the purpose of shipment.

This also applies if the transport is carried out by NOS' vicarious agents. If shipping becomes impossible through no fault of NOS, the risk passes to the buyer upon notification of readiness for shipping.

If acceptance has been agreed, this is decisive for the transfer of risk. Otherwise, the statutory provisions of contract law apply accordingly to an agreed acceptance. The transfer or acceptance is deemed to be the same if the buyer defaults on acceptance.

3. In the case of a mail order purchase, the means of transport and type of shipment will be chosen by NOS, unless otherwise agreed in writing.

4. If the buyer defaults on acceptance, fails to cooperate, or if delivery from NOS is delayed for other reasons for which the buyer is responsible, NOS is entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). Proof of any additional damage and NOS's legal claims (in particular reimbursement of additional expenses, appropriate compensation, termination) remain unaffected.

§ 6 Weight and quantity determination

For weight and quantity determination, the weights and quantities determined at the shipping points are decisive. The acceptance of the enclosure by the Federal Railway, freight forwarder, or freight carrier is considered proof of the flawless condition of the enclosure.

§ 7 Claims for defects by the buyer/liability of NOS

1. The Legal regulations apply to the buyer's rights in the event of material and legal defects (including incorrect and short delivery), unless otherwise specified below. In all cases, the special legal regulations remain unaffected when the goods are finally delivered to a consumer (supplier recourse according to §§ 478, 479 BGB).

2. The basis of NOS's liability for defects is primarily the agreement made regarding the quality of the goods. Descriptions of goods that are the subject of the individual contract or that have been made public by NOS (in particular on our homepage) are deemed to be an agreement on the quality of the goods.

3. If the quality has not been agreed upon, it must be assessed according to the statutory regulations whether there is a defect or not (Section 434 Paragraph 1 Sentence 2 and 3 BGB).

4. The buyer's claims for defects require that he has complied with his legal obligations to inspect and give notice of defects (§ 377 HGB). If a defect becomes apparent during the inspection or later, NOS must be notified immediately in writing. The notification of a defect within the meaning of Section 377 Paragraph 1 of the German Commercial Code (HGB) is deemed immediate if it is made within three working days of receipt of the goods at the destination, whereby sending the notification on time is sufficient to meet the deadline. Defects that cannot be discovered within this period, even after careful inspection, especially if an analysis is required, must be reported to NOS in writing immediately after discovery. In this case, the period begins with the discovery of the defect.

Regardless of this obligation to inspect and report defects, the buyer must report obvious defects (including incorrect and short delivery) in writing within three working days of receipt of the goods at the destination, whereby sending the notification on time is sufficient to meet the deadline. If the buyer fails to properly inspect and/or report defects, NOS's liability for the defect not reported or not reported in a timely or improper manner is excluded in accordance with statutory provisions. Goods complained about may not be unloaded without the consent of NOS; otherwise, they will be deemed to have been accepted free of defects. If a defect only becomes apparent during or after unloading, the material must be stored separately; otherwise, the goods will be deemed to have been accepted free of defects. Otherwise, unless otherwise agreed or otherwise stipulated here, the usual industry rules and legal provisions apply for the assessment and assertion of quality defects.

5. If the delivered goods are defective, NOS can initially choose whether subsequent performance takes place by eliminating the defect (repair) or by delivering defect-free goods (replacement delivery). NOS's right to refuse supplementary performance under the legal requirements remains unaffected.

6. NOS is entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price that is appropriate in relation to the defect.

7. The buyer must give NOS the time and opportunity necessary for the subsequent performance owed, in particular, to inspect the goods complained about. In the event of a replacement delivery, the buyer must return the defective item to NOS in accordance with legal regulations.

8. NOS will bear the expenses necessary for the purpose of testing and supplementary performance, in particular transport, travel, labor, and material costs, if there is actually a defect. Otherwise, NOS can demand reimbursement from the buyer for the costs arising from the unjustified request to rectify the defect (in particular testing and transport costs), unless the lack of defect was not apparent to the buyer.

9. If the subsequent performance has failed or a reasonable deadline to be set by the buyer for the subsequent performance has expired without success or is unnecessary according to the legal regulations, the buyer can withdraw from the purchase contract or reduce the purchase price. In a minor defect, however, there is no right of withdrawal.

10. The buyer's claims for damages or reimbursement of wasted expenses, even in the event of defects, only exist in accordance with the following paragraphs and are otherwise excluded.

11. Claims for defects against NOS are only available to direct buyers and cannot be assigned.

12. NOS is liable in accordance with the statutory provisions if NOS has intentionally or grossly negligently violated an essential contractual obligation. A contractual obligation within the meaning of these General Terms and Conditions is essential if its fulfillment enables the proper execution of the contract and if the buyer regularly trusts and can rely on compliance with it. In this case, liability for damages is limited to the foreseeable, typically occurring damage.

13. If the buyer is otherwise entitled to compensation for damage instead of performance due to a negligent breach of duty, NOS's liability is limited to compensation for foreseeable, typically occurring damage.

14. Liability for intentional or grossly negligent injury to life, body, or health remains unaffected.

15. Any further liability of NOS for damages than provided for in this regulation is excluded - regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from negligence when concluding the contract, due to other breaches of duty, or due to tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB). The same applies if the customer demands reimbursement of useless expenses instead of a claim for compensation for damages.

16. To the extent that liability for damages towards NOS is excluded or limited, this also applies with regard to the personal liability for damages of employees, representatives and vicarious agents of NOS.

§ 8 Retention of title, security transfer, and assignment

1. Until all current and future claims of NOS against the buyer from the purchase contract and/or any other legal basis in connection with an ongoing business relationship (secured claims) have been paid in full, NOS reserves title to the goods sold (hereinafter: reserved goods).

2. The goods subject to retention of title may neither be pledged to third parties nor assigned as security until the secured claims have been paid in full. The buyer must immediately notify NOS in writing if an application is made to open insolvency proceedings or if third parties access (e.g. seizures) the goods belonging to NOS.

3. If the buyer behaves in breach of contract, in particular if the purchase price due is not paid, NOS is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The request for release does not also include a declaration of withdrawal; rather, NOS is entitled to simply demand the return of the goods and reserve the right to withdraw from the contract. If the buyer does not pay the purchase price due, NOS may only assert these rights if NOS has previously unsuccessfully set the buyer a reasonable deadline for payment or if such a deadline is unnecessary according to legal regulations.

4. Until revoked in accordance with c) below, the buyer is authorized to continue to sell and/or process the goods subject to retention of title in the normal course of business. In this case, the following provisions also apply.

a) The retention of title extends to the products created by processing, mixing, or combining NOS's goods at their full value, whereby NOS is considered the manufacturer without incurring any obligations as a result. If the right of ownership remains in the event of processing, mixing, or combining with third-party goods, NOS acquires co-ownership in proportion to the invoice value of the processed, mixed, or combined goods. The buyer keeps the (co-)ownership of NOS free of charge. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.

b) The buyer hereby assigns to NOS as security the claims against third parties arising from the resale of the goods or the product in full or in the amount of any co-ownership share of NOS in accordance with the preceding paragraph. NOS accepts the assignment. The buyer's obligations stated in Section 2 of this regulation also apply with regard to the assigned claims.

c) The buyer remains authorized to collect the claim alongside NOS. NOS undertakes not to collect the claim as long as the buyer meets his payment obligations to NOS, there is no defect in his ability to perform, and NOS does not assert the retention of title by exercising a right in accordance with Section 3 of this regulation. However, if this is the case, NOS can demand that the buyer inform NOS of the assigned claims and their debtors, provide all information required for collection, hand over the associated documents and notify the debtors (third parties) of the assignment. In this case, NOS is also entitled to revoke the buyer's authority to further sell and process the goods subject to retention of title.

d) If the realizable value of the securities exceeds NOS's claims by more than 10%, NOS will release securities at NOS's discretion at the buyer's request.

5. The buyer is obliged to adequately insure the reserved goods against natural risks and theft at his own expense for the benefit of NOS.

6. If third parties access the reserved or secured goods, the buyer will point out the ownership of NOS and notify them immediately so that NOS can file a lawsuit in accordance with Section 771 ZPO. If the third party is unable to reimburse NOS for the legal and extrajudicial costs of the action, the buyer is liable for the resulting loss.

7. In the event of a final redemption, NOS is entitled to make a flat rate deduction of 25% when issuing a credit note, without further evidence. Further compensation is reserved.
8. The retention of title in accordance with the above provisions also remains in effect if the individual claims of NOS are included in a current invoice.

9. Payments by bill of exchange or check are only accepted as payment; the agreed retention of title remains unaffected. In check-bill transactions, the retention of title remains in effect until the last bill of exchange has been redeemed.

§ 9 Payments

1. The purchase price is due and payable within 30 days of the invoice and delivery or acceptance of the goods, but not later than 30 days after NOS has provided the service. However, NOS is entitled at any time, even within the framework of an ongoing business relationship, to carry out a delivery in whole or in part only against advance payment. NOS declares a corresponding reservation at the latest with the order confirmation.

2. If a payment term is agreed upon, the day of delivery is the cut-off date for its calculation, as well as for any interest calculations. Each order is considered a separate transaction in terms of payment. In the case of successive deliveries, the above applies to each individual delivery.

3. NOS is entitled to initially offset payments against the buyer's older debts, despite the buyer's provisions to the contrary. If costs or interest have already been incurred, NOS is entitled to offset the payments first against the costs, then against the interest, and finally against the main service.

4. A payment is only considered to have been made when NOS can dispose of the amount. In the case of checks, payment is only deemed to have been made when the check has been unconditionally and finally cashed.

5. Payments by bill of exchange require the express prior consent of NOS. All exchange charges are borne by the buyer. Acceptance of bills of exchange does not mean a deferral of the underlying claim.

6. Cash payments only have a discharging effect towards NOS if they are made to persons who have written debt collection authority.

7. If the buyer does not meet his payment obligations, in particular if he does not cash a check or stops making payments, if a bill of exchange is protested or if NOS is charged with other circumstances that call the buyer's creditworthiness into question, then NOS is entitled to demand the entire remaining debt due even if she accepted checks. In this case, NOS is also entitled to demand appropriate security.

§ 10 Data protection

NOS informs that personal data, such as telephone numbers, fax numbers, e-mail addresses, delivery address and function in the company, is recorded and stored by contact persons at the respective buyers. The purpose of the recording is the fulfillment of contractual obligations by NOS towards the respective buyer as well as the fulfillment of legal obligations. The legal basis is Article 6 Paragraph 1 Letter b) and Article 6 Paragraph 1 Letter d) of Regulation (EU) 2016/679 (General Data Protection Regulation).

The person responsible for data collection is NOS, represented by Nord-Schrott management company mbH, represented by its managing director. The data protection officer is Mr. Joachim Harms-Abildgaard (datenschutz(at)nord-schrott.de). The recipient of the data is NOS. The data will be stored for the duration of the commercial and tax retention periods. The data subject has a right to information from NOS about the personal data.

You also have the right to correction, deletion, or restriction of processing. You also have the right to object to processing and to data portability. You have the right to lodge a complaint with a supervisory authority.

The provision of personal data is required by law if the contractual materials are moved across borders and information about a contact person at the buyer's office is required as part of the shipment, or if NOS pays for the contractual materials in cash and is obliged to carry out an identity check for reasons of the Money Laundering Act. Furthermore, the provision of data is necessary for the conclusion of a contract in order to ensure the coordination of deliveries from suppliers or to buyers.

This does not apply if the decision is necessary for the conclusion or performance of a contract between the data subject and NOS, or if the decision is permitted by Union or Member State law to which the controller is subject and these laws provide appropriate measures safeguarding the rights and freedoms as well as the legitimate interests of the data subject, or with the express consent of the data subject.

§ 11 Place of jurisdiction and applicable law

1. The law of the Federal Republic of Germany applies to these General Terms and Conditions and the contractual relationship between NOS and the buyer, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2. If the buyer is a merchant within the meaning of the Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction - including international jurisdiction - for all disputes arising directly or indirectly from the contractual relationship is our registered office in Flensburg.

However, in all cases, NOS is also entitled to bring an action at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions or a priority individual agreement or at the buyer's general place of jurisdiction. Priority legal regulations, in particular regarding exclusive responsibilities, remain unaffected.

T	+49 461 50340-0
M	info@nord-schrott.de