GENERAL TERMS AND CONDITIONS (GTC

The sale of goods by BEHR AG takes place on the basis of the following conditions:

§ 1

1. Where reference is made to the Buyer in the following GTC, this refers to our contractual partner; where reference is made to the Seller, this refers to us, BEHR AG.
2. Our GTCs, which our customer agrees to when placing an order, apply exclusively, including to future transactions, even if no express reference is made to them, but they have been received by the customer in the case of an order confirmed by us. Even if the order is placed in deviation from our General Terms and Conditions, only our GTCs shall apply, even if we do not object. Deviations therefore shall only apply if they have been expressly acknowledged by us in writing. Any contrary prohibition of assignment is hereby expressly rejected.

3. If individual clauses are invalid, the remaining clauses of the GTCs shall remain valid. Should one of the provisions of these GTCs be void, the transaction executed based on these GTCs shall not be deemed to have been cancelled.

§ 2

1. Receipt of the delivery note from the Seller shall serve as proof of delivery for the movement of goods. Any qualitative and/or quantitative defects must be noted unequivocally and in writing on the delivery note when the goods are accepted.
2. The transfer of risk for the goods is defined at the same time as the physical acceptance of the goods.

§ 3

1. Notices of defects by the Buyer must be notified to the Seller without delay. Untimeliness must be taken into account.
2. Claims for damages against BEHR AG, irrespective of the legal basis, shall only apply if BEHR AG is charged with intent or gross negligence. This does not apply to claims under the German Product Liability Act (Produkthaftungsgesetz ) or in the event of culpable breaches of duty resulting in injury to life, limb or health. If an obligation is breached through slight negligence, the fulfilment of which is essential for achieving the purpose of the contract (cardinal obligation), liability is limited to the amount of the foreseeable damage typical for the contract.

§ 4
BEHR AG is entitled to assign the claims arising from its GTCs.

§ 5
Invoices shall be issued upon delivery of the goods.

§ 6

1. The parties agree that the payment term shall be two weeks after the invoice date or that bilateral agreements shall apply.
2. In the event of late payment, the Seller shall be entitled to charge interest in the amount of 8 percentage points above the base interest rate. This does not affect the right to assert further default damages.
3. If the Buyer is in arrears with any payment obligations, the invoicing party reserves the right to make all existing receivables payable immediately.
4. If the Buyer defaults on a payment in the case of ongoing deliveries, BEHR AG is entitled to suspend further deliveries until payment is made or to refuse further services and demand compensation.

§ 7
Packaging materials bearing the registered trademark of BEHR AG may only be used for BEHR AG goods.

§ 8

1. The goods shall remain the property of the Seller until all claims arising from the business relationship, including any balance claims, have been paid in full.
2. In the event of the resale of the goods by the Buyer, the Buyer hereby assigns to the Seller the resulting claims against its customers, including any balance claims, as collateral in the amount of its claim. The Seller accepts the assignment.
3. The Buyer is entitled to collect their claims in spite of the assignment. Insofar as the Buyer collects the equivalent value or claims it themselves, this shall be done on a fiduciary basis for the account of the Seller, who is entitled to the proceeds up to the amount of their claims and to whom the proceeds are to be paid. If the value of the securities to which the Seller is entitled exceeds their claims, including ancillary claims, e.g. interest, costs, by more than 20%, securities shall be released at the Seller’s discretion at the request of the entitled party.
4. In the case of further processing of the goods, the Buyer acts as an agent of the Seller, who is the manufacturer within the meaning of section 950 of the German Civil Code (BGB). The Seller’s ownership of the newly manufactured goods refers to co-ownership in proportion to its claims to the consideration. Where the processed goods are resold, paragraph 3 shall be applied accordingly.

   A withdrawal from the contract is not necessary to assert the reservation of ownership, unless the Buyer is a consumer.

    

§ 9

1. German law shall apply exclusively.

2. If the Buyer is a merchant, the exclusive place of jurisdiction is Winsen/Luhe.