The sale of goods by BEHR AG is carried out subject to the following terms and conditions:

 
§ 1

1. In the following TACs, the term ‘purchaser’ refers to our contractual partner and the term ‘vendor’ refers to BEHR AG.
2. Our TACs, which our customer accepts by placing the order, shall apply exclusively, including for future business, even if not expressly referred to but previously issued to the customer in connection with an order we have confirmed. If an order is placed with conditions that deviate from our terms and conditions, only our TACs shall be valid nevertheless, even if we do not raise an objection. Any deviation shall therefore only apply if we recognise them expressly in writing.  We hereby expressly object to a conflicting non-assignment clause.
3. If an individual clause of the TACs should become invalid, all other clauses shall remain valid. Should one of the regulations of TACs be void, the validity of the transaction subject to these terms and conditions shall not be affected.

 
§ 2

1. The vendor’s acknowledged delivery note serves as proof of delivery for the goods. Any complaint regarding the quality or quantity of a delivery must be recorded unambiguously in writing on the delivery note upon receipt of goods by the recipient.
2. The transfer of risk for the goods is effected at the same time as the physical handover of the goods.

 
§ 3

1. The purchaser must immediately provide the vendor with a notice of defect. Timeliness must be taken into consideration on this point.
2. Any claims for damages against BEHR AG, on whatever legal basis, are only justified if BEHR AG is guilty of intent or gross negligence. This shall not apply to damages arising from the law on product liability or in cases of breach of obligation leading to loss of life, personal injury or impairment of health. In the event that duties essential to the fulfilment of the contract (cardinal obligation) are breached due to slight negligence, liability is limited to the extent of foreseeable damage that is typical in these contractual contexts.

 
§ 4

BEHR AG is entitled to assign the claims arising from its TACs.

 
§ 5

Invoices shall be issued upon delivery of goods.

§ 6

1. Both parties agree on payment terms of two weeks after the invoice date unless a divergent mutual agreement is in place.
2. In cases of late payment, the vendor is entitled to charge interest at the rate of 8 percentage points above the basic interest rate. We reserve the right to make additional claims for damages resulting from late payment.
3. If the purchaser is delayed in meeting any payment obligation, the party issuing the invoice reserves the right to make all outstanding payments due immediately.

4. If the purchaser is delayed in making a payment for goods that form part of a current delivery, BEHR AG is entitled to stop all further deliveries until payment is made or to refuse further deliveries and demand compensation.

    
§ 7    

Packaging material that bears the protected trademark of BEHR AG may only be used for goods originating from BEHR AG.

 
§ 8

1. The goods will remain property of the vendor until payment has been made in full for all receivables resulting from the transaction, including any outstanding balance claims.
2. In the case of resale of goods by the purchaser, the purchaser hereby assigns to the vendor as security the receivables generated by the resale, including any outstanding balance claims in the amount owed to the vendor. The vendor accepts the assignment.
3. Regardless of this assignment, the purchaser is entitled to collect the accounts receivable. If the counter value is paid to the purchaser or this amount is collected, the proceeds are to be allocated on a trust basis to the invoice of the the vendor, who is due a share of the proceedings equal to the claim and to whom this proportion of the proceedings is to be supplied. If the value of the securities owed to the vendor exceeds all receivables, including additional costs such as interest, by more than 20%, securities of the vendor’s choosing are to be released upon request of those with entitlement.

4. If the goods are reprocessed, the purchaser acts as an agent of the vendor, who is manufacturer under Section 950 BGB (German Civil Code). The vendor’s ownership of the newly produced goods is based on joint ownership that reflects the amount of receivables as a proportion of the value. In case of resale of the processed goods, paragraph 3 comes into effect where appropriate.

   Withdrawal from the contract is not necessary to claim reservation of ownership, unless the purchaser is the customer.

 
§ 9

1. German law applies exclusively.
2. The sole court of jurisdiction is Winsen/Luhe, provided the buyer is merchant.