General Terms and Conditions of DTR CALAVA SL

1. General

1.1 The contract is concluded under the exclusive application of our General Terms and Conditions (hereinafter: T&Cs); we do not recognise any terms that conflict with or deviate from our T&Cs unless we have expressly agreed to their validity in writing. Our T&Cs also apply if we carry out the delivery to the buyer without reservation despite knowing that the buyer's terms and conditions conflict with or deviate from our T&Cs.

1.2 Our general terms and conditions only apply to an entrepreneur (§§ 310 I, 14 BGB), a legal entity under public law or a special fund under public law; in cases where our offer is submitted as part of a tender according to the VOB/A or other public procurement procedures, they only apply subordinately to the tender conditions.

1.3 All agreements made between us and the buyer to amend the contract or for the purpose of executing this contract must be recorded in writing. This also applies to additions. The written form agreement can only be revoked in writing for individual cases.

1.4 Our General Terms and Conditions also apply to all future transactions with the buyer.

1.5 Our place of business or, at our discretion, the place of business of the buyer shall be the place of jurisdiction for all disputes arising from the contractual relationship and the place of performance for all claims arising from any reversal.

1.6 The contract is subject to German substantive law, excluding the UN Convention on Contracts for the International Sale of Goods.

2. Offer / Delivery

2.1. Our offers are subject to change without notice. We reserve the right to prior sale and delivery to you.

2.2. An order shall only be deemed accepted when it is confirmed by us in writing or when we begin execution.

2.3. The buyer is solely responsible for the correct product selection and suitability of the material. Advice is not part of the delivery contract. Information is only binding if it is provided in writing.

2.4. The documents submitted before the offer, such as brochures, catalogs, price lists, etc., as well as the information contained in the documents associated with the offer, such as illustrations, weight and dimensions, are subordinate to the service description in our offer, unless they are expressly designated as binding and take priority. Such information is approximate values customary in the industry, unless they are expressly designated as binding in the order confirmation. In the event of contradictions between the service description and the documents mentioned, the service description in the offer takes precedence. The same applies to information in advertising.

2.5. Samples and patterns are only approximate examples of quality, dimensions and color, and their properties are not guaranteed. A reference to DIN and EU standards generally includes a more detailed description of the goods and does not constitute a guarantee, unless a guarantee has been expressly agreed.

2.6. If a significant change in certain cost factors (wages, packaging materials, freight) occurs between the conclusion of the contract and delivery, the agreed price may be adjusted to an appropriate extent in accordance with the influence of the relevant cost factors.

2.7. Delivery is made upon collection from the factory, otherwise at the agreed location. The latter requires a sufficiently paved access route that is absolutely accessible to heavy trucks (40 tonnes total weight, 10 tonnes axle load) and legally permissible. The buyer must be able to unload immediately and without danger to people or property. If we provide assistance during unloading, we shall not be liable for any damage to the goods delivered or other objects or buildings within the scope of this assistance. This does not apply if such damage is caused intentionally or through gross negligence or if there is damage to life, limb or health.

2.8. The place of performance for deliveries, both “ex works” and “free construction” deliveries, is the supplying plant or, in the case of goods in stock, the place where the goods are located.

2.9. The buyer is liable for the consequences of omitted and/or incomplete information and preparations for delivery. In addition to traffic inspections, this also includes measures for building protection (in particular avoiding contamination and damage) and fall protection.

2.10 The person signing the delivery note is deemed to be authorized to accept the goods and to confirm receipt.

2.11. In the event of unreasonably refused, delayed or otherwise improper acceptance, the Buyer shall compensate us without prejudice to his obligation to pay the purchase price, unless the refusal or

3. Dates and deadlines for delivery

3.1. Delivery dates and deadlines are only binding if this has been expressly agreed in individual cases. If a delivery deadline is agreed, the deadline begins on the day we accept the contract, but not before all delivery details have been fully clarified.

3.2 If a delivery date and time is agreed for the delivery and this cannot be met for reasons for which we are not responsible, we are entitled to invoice the buyer for the waiting time until the vehicle is unloaded. The flat-rate compensation is calculated based on the cost rate of the vehicle used per hour or part thereof. The buyer reserves the right to prove that less damage has occurred.

3.3. If circumstances beyond our control make the execution of orders difficult, delayed or impossible, we are entitled to postpone delivery for the duration of the hindrance. If our performance has become permanently impossible as a result of these circumstances, we are entitled to withdraw from the contract in whole or in part. We are not responsible for, for example, official interventions, unforeseeable operational disruptions, unavoidable shortages of raw materials or operating supplies, transport delays due to traffic disruptions and unavoidable events that occur at our company, at our suppliers' or in third-party companies, but on which the continuation of our operations depends. The delivery deadline is extended - without prejudice to our rights arising from the buyer's default and to withdraw from the contract in accordance with statutory provisions - by the period by which the buyer is in default with his obligations under this or another contract concluded with us.

3.4. If we are in default with the delivery of the goods, the buyer must grant us a reasonable grace period and can only withdraw from the contract after the expiry of the grace period; setting a grace period is not necessary if we seriously and definitively refuse delivery or if serious circumstances exist which make setting a grace period unreasonable for the buyer.

3.5. Claims for damages due to non-compliance with binding deadlines and delivery dates are excluded unless the damage was caused by us intentionally or through gross negligence or there was damage to life, body or health; in the case of delay caused by slight negligence, we are only liable for the damage typically foreseeable under the contract.

4. Transfer of Risk

When picking up the goods from the factory, the risk of accidental loss and accidental deterioration of the goods passes to the buyer when his vehicle leaves the factory. When delivering to another location, the risk passes to the buyer as soon as the vehicle has arrived at the delivery point, but at the latest as soon as it leaves the public road to drive to the agreed delivery point. If a transport company is commissioned to deliver, the risk passes to the buyer as soon as the goods have been handed over to the person carrying out the transport and have left our factory.

5. Rights in case of defects / liability

5.1. The buyer's rights in the event of defects presuppose that the buyer has properly fulfilled his inspection and complaint obligations pursuant to Section 377 of the German Commercial Code (HGB). Obvious defects, incorrect deliveries, missing or excess quantities must be reported in writing within 7 (seven) working days of delivery of the goods; the date of receipt of the complaint by us is decisive. If the defect only becomes apparent later, it must be reported in writing within 7 (seven) working days of its discovery; the date of receipt of the complaint by us is decisive.

5.2. Complaints about delivery quantities require an inspection in accordance with the specifications of the information sheet “Delivery quantity control”, i.e. in accordance with the state of the art measuring technology and EU standards (we will provide the information sheet on request). The resulting settlement or installation compaction can amount to up to approx. 30%.

5.3. Samples shall only be considered as evidence if they have been taken and treated in accordance with the regulations in the presence of a person specially appointed by us for this purpose.

5.4. Only the description contained in the order confirmation or the contract is decisive for determining the contractual quality of the goods. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality or in the case of only insignificant impairment of usability. This is against the background that the goods are natural additives, which can naturally lead to fluctuations in color, pore volume, surface, size, etc. Changes due to vegetation do not constitute a defect.

5.5. If the goods are defective, we are entitled to subsequent performance (at our discretion: removal of the defect or delivery of a defect-free item). If we remedy the defect, we are obliged to bear all expenses required for the purpose of remedying the defect, in particular transport, travel, labour and material costs, provided that these are not increased by the fact that the goods were taken to a location other than that to which we delivered the goods or which is stated in the contract as the destination. If the buyer has installed the defective item in another item or attached it to another item in accordance with its type and intended use, we are obliged, as part of the subsequent performance, to reimburse the necessary expenses for removing the defective item and installing or attaching the repaired or delivered defect-free item (Section 439 III BGB).

5.6. Unless otherwise stated below (section 5.7), any further claims by the buyer - regardless of the legal grounds - are excluded. We are therefore not liable for damages that did not occur on the delivery item itself; in particular, we are not liable for lost profits or other financial losses suffered by the buyer.

5.7. If the cause of the damage is based on intent or gross negligence, we are liable in accordance with the statutory provisions; the same applies to claims for damages due to injury to life, body or health. If we culpably violate a material contractual obligation, liability is limited to the damage typical for the contract; otherwise it is excluded according to section 5.6.

5.8. If the buyer makes changes to the delivered goods, for example by combining/mixing or installing them, or has them made by third parties, the claims for material or legal defects shall be void unless the buyer proves that the defect that has occurred is not attributable to this fact.

5.9. We provide a 5-year warranty for our building materials, provided that the buyer uses the building material in the usual and intended manner and a defect in the building materials purchased from us leads to a defect in a building. Otherwise, a warranty period of 1 year applies. The period begins with the delivery of the goods to the buyer.

6. Terms of payment / offsetting

6.1. Sales with payment terms require agreement. Unless otherwise agreed, invoices are due 30 calendar days after the invoice date without deduction; if payment is made within 10 days of receipt of the invoice, a 2% discount will be granted (receipt of payment by us is decisive). If the buyer defaults on payment, Section 288 of the German Civil Code applies; we reserve the right to assert further damages.

6.2. The granting of a discount in accordance with clause 6.1 is subject to the condition that the buyer's account does not contain any other outstanding invoice amounts. Payments will be credited to the oldest outstanding amount.

6.3. Settlement of invoices by cheque or bill of exchange is for payment and requires our approval. Discount, bill of exchange charges and costs are borne by the buyer.

6.4. Invoices are deemed to be accepted by the Buyer if he does not object in writing within 14 days of the invoice date.

6.5 The buyer is only entitled to offset or reduce the price if the counterclaims have been legally established, are undisputed or have been recognised by us. In addition, he is entitled to exercise a right of retention under the conditions mentioned above insofar as his counterclaim is based on the same contractual relationship.

7. Retention of title

7.1. The delivered goods remain our property as reserved goods until the purchase price has been paid in full and all claims arising from the business relationship and the claims still related to the purchased item have been settled. The buyer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default of payment. Proper business transactions within the meaning of these terms and conditions do not exist if the assignability of his claims to third parties is excluded in the case of sales by the buyer or other dispositions or actions for the benefit of third parties. Pledging or transferring the reserved goods as security is excluded. If the buyer defaults on payment, we are entitled to take back the reserved goods after a reminder and the buyer is obliged to hand them over. Taking back the goods by us does not constitute withdrawal from the contract unless we have expressly declared this in writing. Seizure of the goods by us always constitutes withdrawal from the contract. After taking back the goods, we are entitled to dispose of them; the proceeds from the disposal are to be credited to the buyer’s liabilities – less reasonable disposal costs.

7.2. If the reserved goods are processed by the buyer into a movable item, the processing is carried out for us without us being obligated to do so. The new item becomes our property.

7.3. If the reserved goods are combined or mixed with other movable items in such a way that they become essential components of a single item, we become co-owners of this item. Our share is determined by the value ratio of the items at the time of combination or mixing. However, if the reserved goods are to be regarded as the main item, we acquire sole ownership. In these cases, the buyer must store the item that is our property or co-ownership, which is also considered to be reserved goods within the meaning of the following provisions, free of charge.

7.4. If the buyer sells goods subject to retention of title, either alone or together with goods that do not belong to us, the buyer hereby assigns to us the claims arising from the resale in the amount of the value of the goods subject to retention of title, including all ancillary rights and priority over the rest; we accept the assignment. The buyer is authorized to collect these claims for us. The collection authorization is void if the buyer does not properly meet his payment obligations to us. In this case, we are entitled to disclose the assignments to the third-party debtors. The value of the goods subject to retention of title is our invoice amount (including sales tax). If the goods subject to retention of title that are resold are co-owned by us, the assignment of the claim extends to the amount that corresponds to our share value as co-owners.

7.5. If the buyer installs goods subject to retention of title as an essential component in the property of a third party, the buyer hereby assigns to us the claims for compensation arising against the third party or the party concerned in the amount of the value of the goods subject to retention of title, including all ancillary rights, including the right to grant a security mortgage with priority over the rest; we accept the assignment. Clause 7.4 applies accordingly.

7.6 If the reserved goods are installed by the buyer as an essential component in the buyer's property, the buyer hereby assigns to us the claims arising from the commercial sale of the property or property rights in the amount of the value of the reserved goods with all ancillary rights and with priority over the rest; we accept the assignment. Clause 7.4 applies accordingly.

7.7. The buyer is obliged to provide us with the information necessary to assert our claims and other demands immediately at his own expense and to hand over the documents of evidence, insofar as they are in his possession. The obligation applies accordingly in the event of compulsory enforcement against items, claims and other property rights belonging to us. The buyer must notify us immediately of the compulsory enforcement; he will also inform the attaching creditor of our rights in writing. In the event of seizure of the reserved goods by third parties or other interventions by third parties, the buyer is liable for the legal or extrajudicial costs incurred by us in this connection, provided that the third party is unable to reimburse these costs.

7.8. In addition to the above obligations to provide information and submit documentary evidence, the buyer is obliged to notify the third-party debtors of the assignment in writing together with us.

7.9. We undertake to release the securities to which we are entitled at the request of the buyer to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; the selection of the securities to be released is at our discretion.

8. Other claims for damages

The buyer has no right to claim damages or reimbursement of expenses, regardless of the legal basis, in particular from the breach of obligations arising from the contractual relationship that do not constitute claims for liability for defects. This does not apply if the liability is based on mandatory standards, in particular under the Product Liability Act, in the case of intent or gross negligence, in the case of injury to life, body or health, or in the case of a breach of essential contractual obligations. In the case of a breach of essential contractual obligations, the claim for damages is limited to the damage that is typical for the contract and foreseeable, unless there is intent, gross negligence or injury to life, body or health. This regulation does not involve a reversal of the burden of proof to the detriment of the buyer.

9. Severability Clause

Should a provision of this contract be or become invalid, the legal validity of the remaining provisions shall not be affected. If a provision in the individual contractual part of the contract is invalid, the contracting parties undertake to replace the invalid provision with a valid one whose purpose comes as close as possible to that of the deleted provision. The same applies if the contract contains a regulatory gap.

Internet: http://www.calava.deEmail: info@calava.deBank connection: KSK Mayen: IBAN DE 82 5765 0010 0098 0750 96 BIC MALADE51MYNBanco Santander SA: IBAN ES 51 0049 5042 8320 1660 5511 SWIFT: BSCHESMM

Stand 01.2024

The General Terms and Conditions are only legally binding in the German version.