General Terms and Conditions for Scrap & Non-Ferrous Metals

General Terms and Conditions of Wilhelm Knepper GmbH & Co. KG

These General Terms and Conditions are divided into three subsections. Firstly, the General Terms and Conditions contain the General Terms and Conditions of Purchase (A), the General Terms and Conditions of Sale and Delivery (B) and the General Section (C) applicable to purchasing, sales and delivery.

§ 1 Scope of application, general

(1) These General Terms and Conditions apply between us, the company Wilhelm Knepper GmbH & CO. KG (hereinafter also referred to as "we", "us" or "Wilhelm Knepper GmbH & Co KG") and the supplier of scrap or scrap metal and other acceptable materials (hereinafter referred to as "Supplier", "Purchaser" or "Contractual Partner") exclusively. We shall not accept any general terms and conditions of the Supplier that conflict with or deviate from our General Terms and Conditions unless we have expressly accepted the validity of the deviating general terms and conditions of the Supplier in writing in advance.

(2) Individual agreements made with the contractual partner in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these General Terms and Conditions.

(3) Legally relevant declarations and notifications to be made by the contractual partner to Wilhelm Knepper GmbH & Co. KG after conclusion of the contract (setting of deadlines, notification of defects, declaration of withdrawal or reduction) must be made in writing to be effective.

(4) References to the validity of statutory provisions are for clarification purposes only.

(5) These General Terms and Conditions shall only apply if the contractual partner is an entrepreneur (§ 14 BGB [German Civil Code]), a legal entity under public law or a special fund under public law.

General Terms and Conditions of Purchase

§ 2 Subject matter of the contract

The subject matter of the contract is the purchase of various recycling materials (including metals) from suppliers.

§ 3 Agreement

The contract is concluded between us and the supplier under the following conditions: After delivery of the goods, we shall submit an offer to the supplier. The supplier is free to accept or reject the offer. This applies to the delivery of the goods by the supplier to our premises as well as to the collection of containers (provided by us) and filled by the supplier. Furthermore, this also applies to collection by us using a truck with trailer / semi-trailer.

§ 4 Proof of disposal

(1) The contractual partner must confirm to Wilhelm Knepper GmbH & Co KG upon request that the contractually agreed services have been provided in accordance with the order.

(2) Insofar as there is an additional obligation to provide proof of proper disposal, the contractual partner must provide proof by using the form documents provided by Wilhelm Knepper GmbH & Co KG for this purpose or by means of the electronic waste records procedure. If the contractual partner does not fulfill its obligation to provide proof - also by means of an agent - at the time of disposal, Wilhelm Knepper GmbH & Co KG is not obliged to carry out the disposal.

(3) The performance obligations assumed by Wilhelm Knepper GmbH & Co KG do not release the contractual partner from its responsibility under waste disposal law.

§ 5 Acceptance of goods

(1) In principle, we accept all types of metallic scrap such as ferrous scrap, non-ferrous metal, metallic production waste in accordance with our approved waste code. However, this does not apply to scrap contaminated with hazardous substances. These are, in particular, radioactively contaminated materials or materials that require special monitoring in accordance with the Ordinance on the Determination of Waste. In individual cases, we are entitled to refuse a delivery, stating the reasons.

(2) Upon delivery or loading of our containers / collection of the goods / scrap by us, the supplier assures us that there are no third-party rights to the delivered scrap / goods. The supplier is obliged to provide truthful information about his identity or about the goods to be delivered.

(3) Caution must be exercised when delivering the scrap/goods and when driving on and entering our premises. In particular, we would like to point out that vehicles may only be driven at walking speed on our premises. PPE (personal protective equipment) must be worn on the entire company premises. The instructions of the employees on the premises must be followed.

Furthermore, the supplier must ensure that our operations are not disrupted and that routes remain passable. Furthermore, the StVO applies on our premises. The supplier is responsible for unloading his delivery himself, but will be assisted by one of our employees if necessary.

§ 6 Retention of title

(1) If the supplier only delivers the goods subject to retention of title, the supplier's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods.

(2) We shall remain authorized to resell the goods in the ordinary course of business, even before payment of the purchase price, with advance assignment of the resulting claim.

(3) All other forms of retention of title are excluded, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.

§ 7 Defective delivery to Wilhelm Knepper GmbH & Co KG

(1) The statutory provisions shall apply to our rights in the event of material defects and defects of title in the goods and in the event of other breaches of duty by the supplier, unless otherwise specified below.

(2) In accordance with the statutory provisions, the supplier shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk. In any case, those descriptions which - in particular by designation or reference in our order - are the subject of the respective contract or have been included in the contract shall be deemed to be an agreement on the quality. It makes no difference whether the description originates from us or from the supplier.

(3) The statutory provisions shall apply to inspection and complaint obligations with the following proviso: The inspection obligation shall be limited to defects which become apparent during an external inspection of incoming goods, including the delivery documents, as well as during a random quality check (e.g. transport damage, incorrect and short delivery). In all other respects, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case.

(4) The obligation to give notice of defects discovered later remains unaffected. In all cases, the complaint (notification of defects) by us shall be deemed immediate and timely if it is received by the supplier within 5 working days after discovery of the defect.

(5) If the supplier does not fulfill its obligation to provide subsequent performance - at our discretion by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery) - within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement of the expenses required for this or a corresponding advance payment from the contractual partner. If subsequent performance by the supplier has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety or the threat of disproportionate damage), no deadline need be set; we shall inform the supplier of such circumstances immediately, if possible in advance.

B) General Terms and Conditions of Sale and Delivery

§ 8 Conclusion of contract

(1) All offers from Wilhelm Knepper GmbH & Co KG are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. This also applies if we have provided the contractual partner with catalogs, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards) other product descriptions or documents - also in electronic form - to which we reserve ownership rights and copyrights.

(2) The order placed by the Customer shall be deemed to be a binding contractual offer. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within 14 days of its receipt by us.

(3) Acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the contractual partner.

(4) The contract concluded in writing, including these General Terms and Conditions, shall be solely decisive for the legal relationship between us and the customer. This contract fully reflects all agreements between the contracting parties regarding the subject matter of the contract. Verbal promises made by the Customer prior to the conclusion of this contract shall not be legally binding and verbal agreements between the contracting parties shall be replaced by the written contract, unless it is expressly stated in each case that they shall continue to be binding.

(5) Additions and amendments to the agreements made, including these GTC, must be made in writing to be effective. With the exception of managing directors or authorized signatories, the customer's employees are not entitled to make any verbal agreements deviating from this.

(6) Information provided by the Customer on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only approximate unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.

(7) We reserve the right of ownership and copyright to all offers and cost estimates submitted by us as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and aids made available to the customer. The customer may not make these items accessible to third parties, either as such or in terms of content, disclose them, use them himself or through third parties or reproduce them without our express consent. The documents must be kept secret from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and insofar as the knowledge contained in the documents provided has become generally known. The above shall apply accordingly to substances and materials as well as to tools, templates and samples and other items which we provide to the contractual partner for production. Upon request, he must return these items to us in full and destroy any copies made if they are no longer required by him in the ordinary course of business or if negotiations do not lead to the conclusion of a contract.

§ 9 Delivery, transfer of risk, default of acceptance

(1) Our deliveries of goods shall be made from our warehouse in Lippstadt, which is also the place of performance. At the request and expense of the customer, the goods will be shipped to another specified destination (sale to destination). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(2) The risk of accidental loss and accidental deterioration of the goods shall pass to the contractual partner at the latest upon handover. This shall also apply if partial deliveries are made or if the Seller has assumed other services (e.g. shipment or installation). If shipment or handover is delayed due to a circumstance caused by the contractual partner, the risk shall pass to the contractual partner from the day on which the delivery item is ready for shipment and the seller has notified the contractual partner of this.

(3) Storage costs after the transfer of risk shall be borne by the customer. In the case of storage by us, the storage costs shall be 1% of the invoice amount of the delivery items to be stored per week elapsed. We reserve the right to claim and prove further or lower storage costs.

(4) The customer shall only insure the consignment against theft, breakage, transport, fire and water damage or other insurable risks at his express request and at his expense.

(5) If the customer is in default of acceptance, fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs). Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) shall remain unaffected.

(6) We may render partial services insofar as the delivered services and goods are fully usable for the customer.

§ 10 Prices and terms of payment

(1) Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus statutory VAT, unless a service is provided under the so-called reverse charge procedure.

(2) In the case of sale by dispatch, the customer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the customer. Any customs duties, fees, taxes and other public charges shall be borne by the Seller. We shall not take back transport packaging and all other packaging in accordance with the Packaging Ordinance; it shall become the property of the Buyer, with the exception of pallets.

(3) The following applies to the payment of our invoices:

- Unless otherwise agreed, our invoices are due immediately upon receipt, without deduction of payment (cash discount).

(4) We are entitled to demand a down payment of 30% of the purchase price. The down payment is due and payable immediately upon invoicing.

(5) Upon expiry of the above payment period, the customer shall be in default. Our claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.

(6) The customer shall only be entitled to a right of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected.

(7) If it becomes apparent after conclusion of the contract that our claim to payment of the purchase price is jeopardized by the contractual partner's inability to pay (e.g. by an application for the opening of insolvency proceedings), we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 323 BGB). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately - the statutory provisions on the dispensability of setting a deadline remain unaffected.

§ 11 Retention of title

(1) We reserve title to the goods sold until full payment of all our present and future claims arising from the purchase contract or supply contract and an ongoing business relationship (secured claims).

(2) The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The customer must inform us immediately in writing if and insofar as third parties seize the goods belonging to us.

(3) If the customer acts in breach of contract, in particular in the event of non-payment of the purchase price due, we shall be 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 the retention of title. The demand for the return of the goods does not at the same time include the declaration of withdrawal; we are rather entitled to merely demand the return of the goods and reserve the right to withdraw from the contract.

(4) The customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

(a) The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b) The customer hereby assigns to us as security the claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph

1. the aforementioned obligations of the customer shall also apply with regard to the assigned claims.
2. The customer shall remain authorized to collect the claim in addition to us. We undertake not to collect the claim as long as the customer meets his payment obligations to us, is not in default of payment, no application for the opening of insolvency proceedings has been filed and there is no other deficiency in his ability to pay. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
3. If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the request of the customer.

§ 12 Claims for defects of the customer

(1) The statutory provisions shall apply to the rights of the customer in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to §§ 478, 479 BGB) shall remain unaffected.

(2) If a quality has not been agreed, it shall be assessed in accordance with the statutory provisions whether a defect exists or not. Wilhelm Knepper GmbH & Co KG assumes no liability for public statements made by the manufacturer or other third parties (e.g. advertising statements).

(3) The purchaser's claims for defects presuppose that he has complied with his statutory obligations to inspect and give notice of defects (§§ 377 HGB, 381 HGB). The delivered items must be carefully inspected immediately after delivery to the customer or to the third party designated by the customer. With regard to obvious defects or other defects that would have been recognizable during an immediate, careful inspection, the inspection and notification obligations shall be deemed to have been approved by the customer if the seller does not receive a written notification of defects within seven working days of delivery. With regard to other defects, the delivery items shall be deemed to have been approved by the Buyer if the notice of defects is not received by the Seller within seven working days of the time at which the defect became apparent; however, if the defect was already recognizable to the Buyer at an earlier time under normal use, this earlier time shall be decisive for the start of the period for giving notice of defects. At the request of the Purchaser, a rejected delivery item shall be returned to the Purchaser carriage paid. In the event of a justified complaint, we shall reimburse the costs of the most favorable shipping route; this shall not apply if the costs increase because the delivery item is located at a place other than the place of intended use.

(4) If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.

(5) We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price or remuneration due. However, the customer shall be entitled to retain a reasonable part of the purchase price or remuneration in proportion to the defect.

(6) The customer shall give us the time and opportunity required for the subsequent performance owed, in particular to hand over the goods complained about for inspection purposes.

(7) In the event of defects in the delivery item of other manufacturers which were delivered to the customer himself, the customer shall, at his discretion, assert his warranty claims against the manufacturer for his account or assign them to us. Warranty claims against us for such defects shall only exist under the other conditions and in accordance with these General Terms and Conditions of Delivery if the legal enforcement of the aforementioned claims against the manufacturer was unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the limitation period for the relevant warranty claims of the customer against us shall be suspended.

(8) The warranty shall lapse if the manufacturer modifies the delivery item or has it modified by a third party without the consent of the customer and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Purchaser shall bear the additional costs of remedying the defect resulting from the modification.

(9) We shall bear the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs (not: removal and installation costs), if a defect actually exists. However, if a request by the customer to remedy a defect proves to be unjustified, we may demand reimbursement of the costs incurred from the customer.

(10) Any delivery of used items agreed with the customer in individual cases shall be made to the exclusion of any warranty for material defects.

(11) Claims of the customer for damages or reimbursement of futile expenses shall only exist in accordance with these GTC and are otherwise excluded.

1. General part

§ 13 Other liability

(1) The liability of Wilhelm Knepper GmbH & Co KG for damages, irrespective of the legal grounds, in particular due to impossibility, delay, defective or incorrect delivery, breach of contract, breach of duties during contract negotiations and tort, is limited in accordance with this § 13, insofar as fault is involved in each case.

(2) Wilhelm Knepper GmbH & Co. KG shall not be liable in the event of simple negligence on the part of its bodies, legal representatives, employees or other vicarious agents, unless it is a breach of material contractual obligations. Essential contractual obligations are the obligation to deliver the delivery item on time, its freedom from defects that impair its functionality or usability more than insignificantly, as well as obligations to provide advice, protection and care that are intended to enable the contractual partner to use the delivery item in accordance with the contract or to protect the life and limb of the contractual partner's personnel or to protect the contractual partner's property from significant damage.

(3) Insofar as we are liable for damages on the merits, this liability shall be limited to damages which we foresaw as a possible consequence of a breach of contract when the contract was concluded or which we should have foreseen if we had exercised due care. Indirect damage and consequential damage resulting from defects in the delivery item shall also only be eligible for compensation if such damage is typically to be expected when the delivery item is used as intended.

(4) In the event of liability for simple negligence, however, our obligation to pay compensation for property damage and further financial losses resulting therefrom shall be limited to an amount of € 100,000.00 per claim (corresponding to the current sum insured under the liability insurance), even if it is a breach of material contractual obligations (obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely).

(5) The above exclusions and limitations of liability shall apply to the same extent in favor of our executive bodies, legal representatives, employees and other vicarious agents.

(6) Insofar as we provide technical information or act in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by him, this is done free of charge and to the exclusion of any liability.

(7) The limitations of this § 13 do not apply to our liability for intentional behavior, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.

(8) The contractual partner may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty.

§ 14 Statute of limitations

(1) Notwithstanding § 438 Para. 1 No. 3 BGB, § 634 a BGB, the general limitation period for claims against Wilhelm Knepper GmbH & Co KG arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

(2) The above limitation periods shall also apply to contractual and non-contractual claims for damages of the contractual partner which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases. The limitation period of the Product Liability Act remains unaffected in any case. Otherwise, only the statutory limitation periods shall apply to claims for damages by the contractual partner.

§ 15 Obligations of the contractual partner to cooperate

The contractual partner shall comprehensively support and promote the execution of the contract for the entire duration of the contract. In particular, he shall provide Wilhelm Knepper GmbH & Co KG with all documents necessary for the execution of the order in full and in good time without being requested to do so, so that Wilhelm Knepper GmbH & Co KG has a reasonable processing time at its disposal. The same applies to information about all processes and circumstances that may be of importance for the execution of the order.

§ Section 16 Choice of law and place of jurisdiction

(1) These GTC and all legal relationships between Wilhelm Knepper GmbH & Co KG and the contractual partner shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. The conditions and effects of the retention of title are subject to the law at the respective location of the item, insofar as the choice of law made in favor of German law is inadmissible or ineffective.

(2) If the purchaser is a merchant within the meaning of the German Commercial Code or a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of Wilhelm Knepper GmbH & Co KG. However, we are also entitled to bring an action at the general place of jurisdiction of the customer. Note: The contractual partner acknowledges that Wilhelm Knepper GmbH & Co KG stores data from the contractual relationship in accordance with § 28 of the Federal Data Protection Act for the purpose of data processing and reserves the right to transfer the data to third parties (e.g. insurance companies) insofar as this is necessary for the fulfillment of the contract.

Status: January 2024