I. GENERAL TERMS AND CONDITIONS (GTC) FOR BUYERS

1. Conclusion of Contract, Scope of Application and Transfer of Rights and Obligations

1.1. The Seller’s offer on which the order is based is non-binding and subject to change. The purchase contract is concluded when the Seller confirms the order for the specifically described object of purchase in writing. The Seller reserves the right to reject an order. The Seller shall notify the Buyer in writing within 7 days if it does not accept the order.
1.2. Any transfer of the Buyer’s rights and obligations under the purchase contract to third parties requires the Seller’s prior written consent. This applies in particular to the complete or partial transfer of the purchase contract. In the event of an unauthorised transfer or an attempt to make such a transfer, the Seller shall be entitled, in accordance with the statutory provisions, to withdraw from or terminate the contract or to claim damages.
1.3. The Seller’s offers are directed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), public authorities, legal entities under public law, special funds under public law, and associations, social institutions and church institutions acting in a commercial or institutional capacity. Contracts are not concluded with consumers within the meaning of Section 13 BGB. By placing the order, the Buyer confirms that it is concluding the contract in the course of its commercial or self-employed professional activity or as a public or institutional organisation.
1.4. The products offered and sold by the Seller are predominantly manufactured individually in accordance with customer-specific requirements and are not standard items held in stock. No right of withdrawal applies to contracts with the customers referred to in Clause 1.3.
1.5. The object of purchase may only be operated in compliance with the operating, safety and usage instructions provided by the Seller. Where an extractor system, open flaps or other technical safety devices are required for the intended operation, they must be used in accordance with the Seller’s instructions.
1.6. The regulations governing mobile catering and the required approvals may vary considerably depending on the country, federal state, city, municipality and district. Before placing an order, the Seller therefore recommends that the Buyer coordinate the planned vehicle, trailer or container concept with the competent authority and verify whether it is permissible for the intended place and type of use. In particular, the requirements concerning hygiene, extractor systems, electrical, gas and water installations, fire protection and other technical installations may differ. As the Seller manufactures in accordance with the Buyer’s individual requirements, the Buyer is generally responsible for verifying the regulatory eligibility and suitability of the object of purchase for the Buyer’s intended use, unless the Seller has expressly agreed to carry out such a review or has given a corresponding assurance.
1.7. The Buyer permits the Seller to take photographs and video recordings of the completed object of purchase for documentation purposes. Use for reference, quotation and advertising purposes shall only take place where permitted by data protection law and with due regard for the Buyer’s trade and business secrets. Where company identifiers, trademarks or other identifiers clearly attributable to the Buyer are visible in the recordings, they shall only be published for advertising purposes with the Buyer’s consent.
1.8. Condition of self-propelled sales vehicles: The EU vehicles offered may have been registered for a short period in another Member State of the European Union in accordance with the applicable regulations. Where a vehicle has such an EU first registration, this may be reflected accordingly in Part II of the registration certificate. The Buyer is advised that a foreign first registration may result in differences relating to equipment, documentation, technical specifications or warranty processing.
1.9. Self-propelled sales vehicles that are taken to a wrapping company commissioned by the Buyer or arranged through the Seller before handover may have a total mileage of up to 200 km as a result of the transfer and necessary vehicle movements. The Buyer agrees to this. The purchase price shall not be reduced or refunded solely on account of this mileage.

2. Factory Transfer and Provision

2.1. Factory transfer includes the internal logistics arranged by the Seller, handling, quality inspection and provision of the object of purchase ex works Wülfrath in accordance with the applicable manufacturer’s specifications.
2.2. The following flat-rate charges apply for factory transfer:

• Trailers: EUR 500.00 net per trailer
• Vehicles: EUR 1,100.00 net per vehicle
• Containers: EUR 1,250.00 net per container

2.3. The factory transfer charge forms part of the delivery process, cannot be deselected and is payable irrespective of whether the Buyer collects the object of purchase itself or the Seller delivers it.
2.4. The factory transfer charge shall be invoiced with the final invoice.
2.5. The services included in the factory transfer shall not be itemised or invoiced individually. The factory transfer charge does not constitute an independent transport service within the meaning of a forwarding or freight contract.

3. Prices

The purchase price and the prices for ancillary services shall be specified in the written order confirmation.

4. Payment

4.1. The purchase price and the prices for ancillary services shall be paid in accordance with the provisions of the order confirmation. Invoice amounts shall generally be paid by bank transfer. A processing fee of 1.25% of the payment amount may be charged for cash payments. This fee shall be invoiced separately.
4.2. The Buyer may only offset claims where its counterclaim is undisputed, has been finally adjudicated, is ready for adjudication or arises from the same contractual relationship. The Buyer may only exercise a right of retention insofar as it is based on claims arising from the same purchase contract. The Buyer’s mandatory statutory rights remain unaffected.
4.3. In the event of default in payment, the Seller shall be entitled to claim the costs required for appropriate legal enforcement, in particular legally permissible debt collection costs, legal fees and other enforcement costs, in accordance with the statutory provisions.
4.4. The contractually agreed down payment may be requested by the Seller in one or more progress-payment or down-payment invoices. The total amount of the invoices shall correspond to the down payment agreed in the purchase contract.

5. Delivery and Delay in Delivery

5.1. Delivery dates or delivery periods shall be agreed as binding or non-binding and identified accordingly in the order confirmation. Unless otherwise agreed, delivery periods shall commence upon receipt of the agreed down payment or upon the binding placement of the order by a third-party financier, where financing is intended, depending on the event agreed in each case. Binding delivery or completion dates require the Buyer to provide all cooperation owed by it, in particular agreed down payments, proof of financing and approvals, on time. If the Buyer fails to provide any required cooperation on time, the delivery period shall be extended by the period of the delay plus a reasonable period for resuming or adjusting production. If the Buyer is in default with an agreed down payment or any other payment due, the Seller shall be entitled to charge default interest in accordance with the statutory provisions.
5.2. The standard delivery periods currently customary are:

• Containers: 9 to 12 months
• Sales and exhibition trailers: 6 to 9 months
• Self-propelled sales vehicles: generally approximately 12 months

The delivery period shall commence on the agreed starting date in accordance with Clause 5.1.
5.3. Where a binding delivery date or binding delivery period outside the standard delivery periods has been agreed in writing, compliance with it requires that:
a) the agreed down payment or the binding placement of the order by a financing company occurs no later than 7 calendar days after the order is placed; and
b) the Buyer issues all approvals required for production, in particular for the interior fit-out, technical equipment and design, within the agreed periods.
If these requirements are not met on time, the agreed delivery date shall be postponed by the duration of the delay plus a reasonable period for organisational and production-related adjustments.
5.4. If a non-binding delivery date or non-binding delivery period is exceeded, the Buyer shall be entitled to set the Seller a reasonable period for delivery. Default shall occur in accordance with the statutory provisions. Where the Buyer is entitled to damages due to a delay in delivery for which the Seller is responsible, such damages shall, in the event of slight negligence, be limited to a maximum of 5% of the agreed purchase price, insofar as legally permissible.
5.5. If the Buyer intends to withdraw from the contract and/or claim damages in lieu of performance after default has occurred, it must generally set a reasonable grace period unless this is dispensable under the statutory provisions. Where the Buyer is entitled to damages in lieu of performance, such damages shall, in the event of slight negligence by the Seller, be limited to a maximum of 25% of the agreed purchase price, insofar as legally permissible. The above limitation of liability shall not apply to damage caused intentionally or through gross negligence or to damage resulting from injury to life, limb or health. Any further mandatory statutory liability remains unaffected.
5.6. If a binding delivery date or binding delivery period is exceeded, the Seller shall be in default in accordance with the statutory provisions. The Buyer’s rights shall be governed by the above provisions and the applicable statutory provisions.
5.7. The limitations of liability in this section shall not apply where liability is mandatory by law, in particular in cases of intent, gross negligence, damage resulting from injury to life, limb or health, or where a quality guarantee or procurement risk has been assumed.
5.8. Force majeure and operational disruptions affecting the Seller or its suppliers, for which the Seller is not responsible and which temporarily prevent timely delivery, shall extend agreed delivery periods by the duration of the disruption plus a reasonable period for resuming operations. If such a disruption continues for more than four months, the Buyer shall be entitled to withdraw from the affected part of the contract. Further statutory rights of withdrawal remain unaffected.
5.9. Changes to design or form, variations in colour and changes to the scope of delivery by the manufacturer remain reserved during the delivery period, provided that, taking the Buyer’s interests into account, the changes are reasonable for the Buyer and do not materially impair the agreed function or agreed quality of the object of purchase.
5.10. Painting of Used Vehicles / Roof Surface
Where a used vehicle is painted as part of the order, the roof surface is generally not painted. The work is therefore limited to the exterior surfaces that are normally visible. The fact that the roof surface is not painted does not constitute a defect but shall be deemed an agreed quality of the vehicle, unless otherwise expressly agreed in writing.
5.11. If the Buyer does not submit a required hand-drawn sketch within 10 days after placing the order or does not request or approve a production drawing prepared by the Seller, the delivery period shall be extended by the period caused by the Buyer’s delayed cooperation plus a reasonable period for adjusting the production schedule.
5.12. If the Buyer obtains wrapping for the object of purchase through the Seller, the final design must be approved in writing within 7 days after receipt of the order confirmation. In the event of delayed approval, the delivery period shall be extended by the duration of the delay plus a reasonable adjustment period.
5.13. If the Buyer transports the object of purchase to a third country, the Buyer shall be responsible for customs clearance, including import clearance and country-specific charges, unless expressly agreed otherwise.
5.14. If the Buyer has been guaranteed a fixed delivery date and a delay occurs for which the Seller is responsible, the Seller may, as a voluntary gesture of goodwill, provide the Buyer with an available model from the GASTRO Standard or GASTRO Master category for temporary use free of charge for a period of up to 4 weeks from the guaranteed completion date. If the Buyer accepts this replacement solution, claims relating to the period of use affected by the agreed delivery date, in particular claims relating to temporary loss of use, shall be set off against the economic value of the replacement service for the period during which it is actually provided. The Buyer’s statutory rights in respect of delay in delivery otherwise remain unaffected unless they are settled by a valid individual agreement.
5.15. After the purchase order has been placed, DANSTEP GmbH generally orders the base vehicle, empty container and/or relevant installations from the respective supplier without undue delay. By placing the order, the Buyer confirms that the financing of the object of purchase is generally secured and that it has the creditworthiness required to perform the contract.

6. Acceptance, Failure to Accept, Cancellation and Storage

6.1. The Buyer shall accept the object of purchase within 7 calendar days after receiving the notice that it is ready for collection or completed, unless a different acceptance date has been agreed.
6.2. If the Buyer fails to accept the object of purchase despite proper provision and the acceptance being due, the Seller may exercise its statutory rights. In the event of default of acceptance, liquidated damages of 30% of the agreed purchase price shall apply. The Buyer expressly reserves the right to prove that the Seller has suffered no damage or substantially less damage. The Seller reserves the right to prove that it has suffered higher actual damage. The liquidated damages take account of the planning, procurement, production, personnel, administrative and financing costs typically already incurred for customer-specific manufacturing, the lost contribution margin and the generally limited possibility of otherwise using individually procured or manufactured components. If the Seller claims higher actual damage, the liquidated damages shall be credited against that damage. The same damage items shall not be recovered twice.
6.3. Cancellation of the purchase contract after the order has been placed is generally only possible by mutual agreement. However, the Seller grants the Buyer the right to request cancellation of the contract within 4 weeks after placing the order against payment of a cancellation fee amounting to 30% of the agreed purchase price. The Buyer reserves the right to prove that the Seller has suffered no damage or substantially less damage. The Seller reserves the right to prove that it has suffered higher actual damage. The cancellation fee takes particular account of the planning, procurement, reservation, production, personnel, administrative and financing costs typically incurred up to cancellation, the lost contribution margin and the limited possibility of otherwise using customer-specific components. If the Seller claims higher actual damage, the cancellation fee shall be credited against that damage. The same damage items shall not be recovered twice.
6.4. From the 8th calendar day after receipt of the written notice that the object of purchase is ready for collection or completed, daily parking-space charges of EUR 21.50 net per calendar day shall apply to the object of purchase being held ready.
6.5. The Buyer’s written approval must generally be obtained before the Seller dispatches the object of purchase. By granting approval, the Buyer confirms that, to the best of its knowledge, the version submitted to it for inspection corresponds to the agreed order and is approved for dispatch. Approval does not constitute general acknowledgement that the object is free from defects. The Buyer’s statutory rights in respect of material defects that were not apparent when approval was granted, as well as inspection for transport damage and other material defects apparent upon delivery, remain unaffected. If approval is not granted, the Buyer shall, upon request, inspect and accept the object of purchase at the Seller’s registered office, insofar as legally permissible.
6.6. If neither the agreed down payment nor binding proof of financing has been received by DANSTEP GmbH by the end of the payment period specified in the down-payment invoice, and the empty trailer, base vehicle or container relating to the order is already located on DANSTEP GmbH’s premises, DANSTEP GmbH shall be entitled to charge a parking-space fee of EUR 21.50 net per calendar day from that date.
6.7. Storage Fee Where Proof of Financing Is Missing
If no proof of financing or confirmation from a financing company is available for the purchase order and materials, installations, equipment, cabinets or other items already ordered and allocated to the order have already been placed in storage, an additional storage fee of EUR 1.50 net per calendar day and per m² of storage space actually used shall apply.
The parking-space fee under Clause 6.6 and the storage fee under this clause may be charged concurrently insofar as they relate to different storage or parking services.
The relevant storage area shall be commercially rounded to full square metres. Calculation shall commence on the day of storage and end upon receipt of the proof of financing or when the reason for storage otherwise ceases to exist.
The fees under Clauses 6.4, 6.6 and 6.7 each cover separate parking or storage services and the associated standby and operating costs. Parking-space fees under Clauses 6.4 and 6.6 shall not be charged concurrently for the same object of purchase and the same period. The storage fee under this clause may be charged in addition insofar as a separate storage area is actually provided for materials, installations, equipment or other items.
The Buyer reserves the right to prove that no necessary parking or storage costs, or substantially lower costs, were incurred. Further statutory claims remain unaffected; payments of the fees shall be credited against claims for damages insofar as they relate to the same cost or damage items.

7. Change Requests after Conclusion of the Contract

7.1. The Seller shall manufacture the object of purchase in accordance with the order confirmation. Subsequent change requests by the Buyer require the Seller’s consent and may be charged at a processing fee of EUR 125.00 net per change request, provided that the Seller carries out the change.
7.2. If the change requires a production drawing to be prepared or amended, an additional processing fee of EUR 85.00 net may be charged. Further additional costs, in particular material, third-party service and production costs, shall be charged separately where they arise from the change.

8. Stickers / Wrapping, Tarpaulin Canopies, Roof Advertising and Other Attachments

8.1. Where DANSTEP GmbH arranges or commissions exterior or interior wrapping, the work shall be carried out by a specialist company. The specific design and approval of the wrapping shall generally be agreed directly between the Buyer and the specialist company commissioned. Dark wrapping, in particular in black, anthracite or dark grey, may cause increased temperatures on the vehicle’s outer skin when exposed to intense sunlight. The Buyer is advised of this and must comply with the wrapping company’s care and usage instructions.
8.2. The Buyer is responsible for securing the object of purchase and any attachments, superstructures, advertising elements, tarpaulin canopies, doors and flaps installed or used by it in a manner appropriate to the weather in the event of snow, storms, hail and other exceptional weather or natural events, insofar as such securing measures are possible and reasonable for the Buyer.

9. Special Features of EU Re-imported Motor Vehicles

9.1. Scope of Application
These provisions apply exclusively to contracts with the entrepreneurs, public authorities, legal entities under public law, special funds under public law and institutional buyers referred to in Clause 1.3.
9.2. Vehicle Description and Origin
The vehicles offered may originate from another EU country and be offered as EU re-imports. They may be new or nearly new vehicles that were or will initially be registered in the respective country of origin.
9.3. First Registration and Registration Procedure
Where first registration in the country of origin is required or intended for the vehicle concerned, the Buyer agrees to this procedure being carried out.
9.4. Liability for Defects and Manufacturer’s Warranty
The statutory rights in respect of material defects remain unaffected to the agreed extent.
Where a manufacturer’s warranty exists, its duration and scope shall be governed by the respective manufacturer’s warranty conditions. In the event of first registration in another EU country, the manufacturer’s warranty may already commence on the date of that first registration.
9.5. Liability for Material Defects in Used Base Vehicles
In contracts with entrepreneurs, the used base vehicle shall be sold with liability for material defects excluded, insofar as legally permissible.
The exclusion relates exclusively to pre-existing used vehicle components, in particular the chassis, engine, gearbox, drivetrain, driver’s cab, vehicle electronics and bodywork, as well as signs of age and use.
The exclusion does not apply in particular to:
a) expressly agreed qualities;
b) the customer-specific fit-out newly manufactured or substantially modified by DANSTEP GmbH;
c) newly supplied and installed components and equipment;
d) newly performed painting, wrapping, installation, repair and other work;
e) fraudulently concealed defects;
f) quality guarantees assumed; or
g) cases of mandatory statutory liability, in particular intentional or grossly negligent breaches of duty or injury to life, limb or health.
The provisions of Clause 11 apply to services newly provided by DANSTEP.

10. Retention of Title

10.1. The object of purchase and Part II of the registration certificate shall remain the Seller’s property until all claims due under the purchase contract have been paid in full. In relation to merchants, legal entities under public law, special funds under public law and entrepreneurs, the retention of title shall, to the extent permitted by law, also extend to the Seller’s claims arising from the ongoing business relationship. For the duration of the retention of title, the Seller shall be entitled to possession of Part II of the registration certificate, unless prevented by statutory or vehicle-registration requirements.
10.2. If the Buyer defaults on a payment due or otherwise breaches material obligations under the purchase contract, the Seller shall be entitled, in accordance with the statutory provisions, to withdraw from the contract, claim damages and/or demand surrender of the object of purchase.
10.3. While the retention of title remains in effect, the Buyer may not pledge the object of purchase, transfer it by way of security or otherwise encumber it with third-party rights. Ordinary contractual use of the object of purchase is not excluded, provided that the Seller’s payment claims are not jeopardised.
10.4. If an instalment-payment agreement is concluded, the Seller shall, in the event of a substantial payment arrears or material breach of that agreement, be entitled to terminate the instalment-payment agreement in accordance with the statutory provisions and declare the outstanding balance due.

11. Liability for Material Defects in Newly Provided Services

11.1. The parties agree as the contractually intended use and agreed quality that the vehicles, trailers and containers supplied by DANSTEP GmbH are transportable movable items. Containers are intended for mobile installation or installation that can be removed again without substantial damage to their substance; they are not intended to be permanently structurally connected to land or permanently incorporated into a building. Foundations, permanent structural integration or a comparable immovable design are not owed unless expressly agreed otherwise in the order confirmation. For customer-specific fit-outs newly manufactured or substantially modified, newly supplied components and equipment, and newly performed painting, wrapping, installation, repair and other work on these movable items, the limitation period for claims for material defects against entrepreneurs shall be one year from delivery or, where acceptance has been agreed or is required by law, from acceptance. Where an express individual agreement exceptionally requires a building, permanent structural integration or another service for which a longer limitation period is mandatory by law, that mandatory period remains unaffected. Mandatory statutory recourse claims, in particular under Sections 445a, 445b and 478 BGB, remain unaffected.
11.2. The shortened limitation period shall not apply in cases of fraudulent concealment of a defect, the assumption of a quality guarantee, intentional or grossly negligent breach of duty, injury to life, limb or health, or in any other case of mandatory statutory liability.
11.3. The Buyer’s statutory inspection and notification obligations, in particular under Section 377 of the German Commercial Code (HGB), remain unaffected. Apparent defects must be reported in text form without undue delay after delivery; hidden defects must be reported in text form without undue delay after discovery.
11.4. The Buyer shall provide a comprehensible description of the defect complained of and, where possible, document it with photographs, videos, error logs or other suitable records. Before commissioning a third party to carry out repairs or other measures, DANSTEP GmbH must generally be given the opportunity to inspect the alleged defect itself and provide remedial performance, insofar as this complies with the statutory requirements.
11.5. The Buyer shall make the object of purchase available to DANSTEP GmbH for inspection and remedial performance. Unless otherwise agreed and insofar as legally permissible, the place of performance for remedial performance shall be DANSTEP GmbH’s registered office in Wülfrath. The Buyer’s statutory claims for reimbursement of the expenses required for remedial performance, in particular under Section 439 BGB, remain unaffected.
11.6. The costs of repairs commissioned independently from a third party shall be reimbursed where DANSTEP GmbH approved the commissioning in text form beforehand or where the Buyer was entitled under the statutory provisions to have the measure carried out at the Seller’s expense without prior consent. Cost estimates from third parties do not constitute a declaration that costs will be reimbursed unless expressly approved.
11.7. Sealant and silicone joints require regular maintenance and renewal. The Buyer shall inspect these joints in accordance with the manufacturer’s and handover instructions and renew them where signs of ageing or wear occur. Liability for an unsuitable choice of material or defective initial workmanship already present upon delivery remains unaffected.
11.8. Where frost is expected, the shut-off valves of the water system and the water tap set to “warm” must be adjusted or left open in accordance with the usage instructions provided. Frost damage attributable to improper draining, frost protection or use by the Buyer is not covered by liability for material defects.
11.9. The roofs of vehicles, trailers and containers may not be walked on or subjected to additional weight unless this has been expressly approved. Vehicles, trailers and containers shall be positioned at a suitable gradient to ensure proper water drainage. Unless different technical specifications apply, a gradient of at least 1% is recommended.
11.10. In the event of a notification of a material defect, the Buyer shall provide DANSTEP GmbH with access to the affected component or equipment and make the object of purchase or affected equipment available for inspection and remedial performance. Where removal or dismantling is required for inspection or remedial performance, responsibility for the costs shall be governed by the statutory provisions. The Buyer’s statutory claims for reimbursement of necessary costs remain unaffected.

12. Liability for Other Damage

12.1. The following applies to claims for damages that are not based on liability for material defects: DANSTEP GmbH shall be liable without limitation for damage caused intentionally or through gross negligence, for injury to life, limb or health and in all cases of mandatory statutory liability. In the event of a slightly negligent breach of material contractual obligations, DANSTEP GmbH shall only be liable for the foreseeable damage typical for the contract. In all other respects, DANSTEP GmbH’s liability for slight negligence is excluded insofar as legally permissible.
12.2. The limitations of liability apply accordingly to the legal representatives, employees and vicarious agents of DANSTEP GmbH, insofar as legally permissible.
12.3. Liability for delay in delivery is governed conclusively by Clause 5.
12.4. An administrative handling fee of EUR 38.50 net may be charged for administrative offences, parking or traffic tickets and penalty notices where their processing or forwarding causes administrative expense for DANSTEP GmbH. Statutory fines or other sanctions shall, insofar as legally permissible and attributable to the Buyer, additionally be passed on to the Buyer. The Buyer reserves the right to prove that no processing costs, or substantially lower processing costs, were incurred.

13. Data Protection and Communication

13.1. Personal data shall be processed by DANSTEP GmbH in accordance with the statutory data protection provisions insofar as this is necessary, in particular, for initiating and performing the contract, processing payments, communicating, providing customer support or complying with legal obligations. Details concerning the processing of personal data, the legal bases, recipients and the rights of data subjects are set out in DANSTEP GmbH’s current privacy policy.
13.2. Insofar as legally permissible, DANSTEP GmbH may contact customers concerning its own products and services in accordance with the applicable statutory provisions. Direct marketing by electronic mail shall in particular comply with Section 7 of the German Act Against Unfair Competition (UWG). Where the statutory requirements for advertising without prior consent are not met, prior express consent is required.
13.3. For ongoing contractual communications, DANSTEP GmbH may use the contact methods provided by the Customer, in particular email, telephone and, where used by the Customer and permissible under data protection law, messenger services such as WhatsApp. Marketing communications through individual communication channels shall only take place where the statutory requirements are met.
13.4. The Customer may update its contact details and object to the use of its data for marketing purposes at any time with effect for the future or withdraw any consent granted, where consent is the legal basis for the marketing.

14. Jurisdiction, Governing Law and Miscellaneous Provisions

14.1. The law of the Federal Republic of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), insofar as its exclusion may legally be agreed.
14.2. For disputes with a Buyer that is a merchant, a legal entity under public law or a special fund under public law, the registered office of DANSTEP GmbH in Wülfrath shall be agreed as the exclusive place of jurisdiction insofar as such an agreement is legally permissible. Where an exclusive place of jurisdiction cannot validly be agreed under the statutory provisions, the statutory places of jurisdiction shall apply.
14.3. If the Buyer has no general place of jurisdiction in Germany, transfers its general place of jurisdiction outside the scope of the German Code of Civil Procedure after conclusion of the contract, or its place of residence or registered office is unknown when proceedings are commenced, DANSTEP GmbH shall be entitled to bring proceedings at its registered office in Wülfrath, insofar as legally permissible.
14.4. Should any provision of this contract or these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall replace the invalid provision.

15. Workshop Services and Labour Rates

15.1. Workshop services commissioned or provided by DANSTEP GmbH shall be subject to the labour rates agreed or published at the time of commissioning.
15.2. The currently applicable labour rates are:

• General mechanical work: EUR 125.00 net per labour hour
• Diagnostic and electronic work: EUR 150.00 net per labour hour
• Bodywork: EUR 125.00 net per labour hour
• Cleaning work: EUR 65.00 net per labour hour

15.3. Billing shall be based on the labour actually incurred. Commenced units of working time may be billed according to the customary time increments used by the respective workshop.
15.4. The hourly labour rates do not include the costs of materials, spare parts, consumables, disposal fees, third-party services or other necessary expenses; these shall be charged separately.
15.5. Cost estimates are non-binding unless a binding fixed price has been expressly agreed. Where additional work becomes necessary during performance, the Customer shall, where possible, be informed before it is carried out.
15.6. The labour rates agreed or published at the time of commissioning shall apply.

Wülfrath, version dated 22 March 2024

II. GENERAL TERMS AND CONDITIONS (GTC) FOR LESSEES

1. General Provisions

1.1. The Lessor warrants that the rented grill and snack vehicle or sales trailer shall be available for contractual use throughout the agreed rental period.
1.2. Unless expressly made part of the contract, the Lessor does not warrant that the rental object is suitable from a regulatory or commercial perspective for the specific business or event purpose intended by the Lessee. The Lessee is generally responsible for compliance with the laws, regulations and official requirements applicable to the specific operation. This applies in particular to food law, hygiene, occupational health and safety and event-related requirements.
1.3. The Lessor advises the Lessee that suitable fire protection and extinguishing equipment may be required in the vehicle. The Lessee shall independently determine and comply with the requirements applicable to its specific operation.
1.4. The Lessor’s offers are directed exclusively at commercial customers, public authorities, legal entities under public law, special funds under public law, associations and social and church institutions. Contracts are not concluded with consumers.
1.5. The monthly rent shall be paid by bank transfer. A processing fee of 1.25% of the payment amount may be charged for cash payments.
1.6. In the event of default in payment, the Lessor shall be entitled to claim the costs required for appropriate legal enforcement, in particular legally permissible debt collection costs, legal fees and other enforcement costs, in accordance with the statutory provisions.

2. Conclusion and Transfer of the Rental Contract

2.1. The rental contract is concluded by written confirmation of the contract or by signature of the rental contract. Individual arrangements may in particular be confirmed by email or in another form of text.
2.2. Any transfer or assignment by the Lessee of rights under the rental contract to third parties requires the Lessor’s prior consent, insofar as legally permissible.
2.3. The rental object may not be made available to third parties for permanent or regular use without the Lessor’s prior consent. Short-term use by the Lessee’s employees or legal representatives in the course of contractual operation remains unaffected.
2.4. As the rental contract is concluded exclusively with the customers referred to in Clause 1.4, the Lessee has no statutory right of withdrawal. Early cancellation or termination of the contract by mutual agreement is only possible with the Lessor’s consent, unless statutory rights of termination or withdrawal apply.
2.5. In the event of default in payment, the Lessor shall be entitled to claim default interest under Section 288(2) BGB and the statutory lump-sum default charge under Section 288(5) BGB. Any further legally recoverable enforcement costs remain unaffected.

3. Disruptions in Performance and Liability of the Lessor

3.1. The Lessee’s claim to performance is excluded insofar as performance has become impossible for the Lessor or for anyone else under the statutory provisions.
3.2. Where the Lessor is temporarily prevented from performing due to force majeure or other circumstances for which it is not responsible, agreed performance periods shall be extended by the duration of the impediment plus a reasonable period for resuming performance.
3.3. DANSTEP GmbH shall be liable without limitation for damage caused intentionally or through gross negligence, for injury to life, limb or health and in all cases of mandatory statutory liability. In the event of a slightly negligent breach of material contractual obligations, DANSTEP GmbH shall only be liable for the foreseeable damage typical for the contract. In all other respects, DANSTEP GmbH’s liability for slight negligence is excluded insofar as legally permissible.
3.4. The Lessor shall only be liable in accordance with the above liability provisions for damage to the Lessee’s property, in particular goods, operating resources, furnishings or other items, caused by weather, vandalism or burglary. The rental object is weather-resistant; however, due to its design, the ingress of moisture cannot be entirely ruled out, particularly in exceptional weather conditions such as strong winds, driving rain, drifting snow, flooding or comparable events. Furthermore, the rental object is not designed to be completely burglar-proof.

4. Maintenance, Cleaning and Ongoing Care

Following handover or collection, the rental object shall be in the Lessee’s care. During the rental period, the Lessee is responsible for ongoing cleaning, care and contractual use.
The Lessor’s statutory or contractual maintenance and preservation obligations remain unaffected.
The Lessee shall compensate for damage, soiling or excessive wear caused by it in accordance with the statutory provisions.

5. Fastening Components

The Lessee may only attach fastening components to the rental object with the Lessor’s prior consent.
Fastening components attached by the Lessee must be removed completely and professionally before the rental object is returned. If attachment or removal causes damage, the Lessee shall reimburse the resulting costs in accordance with the statutory provisions.

6. Structural Alterations

The Lessee may only make structural alterations to the rental object with the Lessor’s prior consent.
Where structural alterations have been approved, the Lessee shall generally restore the rental object to its original condition before returning it, unless otherwise agreed.

7. Paintwork and Stickers

The Lessee may not repaint the rental object or apply permanent stickers or adhesive coverings to it.
Stickers or adhesive coverings require the Lessor’s prior consent. Where they have been approved, the Lessee shall ensure that they can be removed professionally and without damaging the rental object when it is returned.
The Lessee shall compensate for any resulting damage and necessary restoration work in accordance with the statutory provisions.

8. Lessee’s Duties of Care

8.1. During the rental period, the Lessee shall handle the rental object with due care and in accordance with the operating and usage instructions provided. In particular, the Lessee shall:

• adequately secure the rental object in extreme weather conditions;
• adequately protect it against foreseeable damage caused by vandalism or unauthorised access; and
• comply with the Lessor’s technical, safety and insurance-related requirements.

8.2. The Lessee shall be liable for damage caused by itself or by persons for whose conduct it is responsible under the statutory provisions as a result of a culpable breach of its duties of care or improper or excessive use. No strict liability of the Lessee for damage caused by unknown third parties is agreed.
8.3. Where the Lessor has claims against a third party that caused the damage and has already lawfully received compensation from the Lessee for that damage, the Lessor shall assign the corresponding claims to the Lessee to the extent that the Lessee is economically affected.
8.4. When the rental object is returned, its condition shall be determined jointly and, where possible, documented in a handover or return report and by photographs. The statutory burden-of-proof rules shall apply to damage that has not been documented. The mere presence of damage when the rental object is returned does not establish strict liability on the part of the Lessee.
8.5. If the Lessee causes damage as a result of which the rental object cannot be rented out again or cannot be rented out on time, the Lessee shall also be liable, in accordance with the statutory provisions, for any resulting further damage, in particular demonstrable loss of rental income, provided that the statutory requirements are met.
8.6. Cleaning
If, after its return, the rental object is cleaned by the Lessor or by a service provider commissioned by it due to excessive soiling for which the Lessee is responsible, the costs actually required for cleaning may be charged.
For standard soiling, a flat-rate final cleaning fee of EUR 275.00 net may be agreed, provided that the Lessee was informed of the flat rate before conclusion of the contract.
In the event of substantial soiling, the cleaning costs actually required may be charged, in particular on the basis of an hourly rate of EUR 64.50 net for each employee and hour worked, plus any necessary material and disposal costs.
The Lessee reserves the right to prove that lower cleaning costs or no cleaning costs were incurred.
8.7. In the event of an accident, theft, fire, collision with wildlife or other substantial damage, the Lessee shall notify the Lessor without undue delay and, where necessary or reasonable, involve the police or competent authorities.
8.8. The roofs of vehicles, trailers and containers may not be walked on or subjected to additional weight unless this has been expressly approved. Vehicles, trailers and containers shall be positioned at a suitable gradient to ensure proper water drainage.
8.9. The anti-theft devices provided by the Lessor must be used during the rental period in accordance with the Lessor’s instructions. Failure to use them or improper use may affect insurance cover and any settlement of a claim in accordance with the specific insurance contract and the applicable insurance conditions.
8.10. Location System / Tracking
The rental object may be equipped with a location or tracking system.
The tracking function is used in particular for theft protection, to recover the rental object in the event of theft and, where applicable, to safeguard the Lessor’s legitimate interests.
Where the tracking system processes personal data, such processing shall take place in accordance with the statutory data protection provisions. Details concerning, in particular, the data processed, tracking intervals and access options, purposes, legal bases, recipients, retention periods and the rights of data subjects are set out in the version applicable upon conclusion of the contract of DANSTEP GmbH’s privacy policy, section “GPS Location and Tracking of Rental Objects”, provided to the Lessee in text form before conclusion of the contract.
Where the Lessee makes the rental object available to employees, agents or other users, it shall make the data protection information provided by the Lessor available to them before their first use. The Lessor’s data protection information obligations remain unaffected.

9. Lessee’s Information Obligations

A valid identity card or comparable identification document must be presented upon collection.
If the Lessee appoints a third party to collect the rental object, the Lessor may request suitable authorisation and appropriate proof of the collecting person’s identity.

10. Changes to the Parking Location

For insurance and organisational reasons, any change to the regular parking location or permanent storage location of the rental object must be notified to the Lessor in writing or in text form within two working days.

11. Collection and Early Return of the Rental Object

11.1. The rental object shall generally be collected at the agreed commencement of the rental period or handed over on the agreed date.
11.2. If collection does not take place for reasons for which the Lessee is responsible and the rental object remains with the Lessor, parking-space charges of EUR 21.50 net per calendar day may be charged from the 8th calendar day after commencement of the rental period.
11.3. If the rental object is returned before the end of the agreed rental period and the Lessor must store it until the regular end of the rental period, parking-space charges of EUR 21.50 net per calendar day may also be charged for that period. The parking-space charges under Clauses 11.2 and 11.3 compensate for the separate provision of parking space required as a result of non-collection or early return and the associated standby and operating costs. Only one parking-space fee shall be charged for the same rental object and the same period. The Lessee reserves the right to prove that no necessary parking-space costs, or substantially lower costs, were incurred. Expenses saved and benefits obtained from renting or using the rental object elsewhere that must be credited by law shall be taken into account.
11.4. Early return of the rental object does not automatically terminate the obligation to pay the agreed rent. The obligation to pay the agreed rent and other contractual charges shall be governed by the rental contract and the statutory provisions. In particular, early return alone shall not result in all future claims becoming immediately due in full where there is no contractual or statutory basis for this.

12. Repairs, Defects, Gas Inspections and TÜV Inspections

12.1. If a technical defect occurs during the rental period, the Lessee shall notify the Lessor without undue delay and agree the further procedure with the Lessor.
12.2. Where the Lessee is not responsible for a defect and the Lessor is obliged to repair it, the Lessor shall bear the costs of remedying the defect that it owes by law or under the contract.
12.3. The Lessor may provide the Lessee with a replacement unit where suitable equipment is concerned. This may be subject to the prior submission of a fully completed complaint and damage form. Where agreed in the individual case, a replacement unit shall be dispatched within 48 hours after receipt of the complete documentation.
12.4. After receiving a replacement unit, the Lessee shall return the original unit complained of or found to be defective, or make it available for collection, within the reasonable period set by the Lessor. Where a replacement unit is only provided temporarily or on loan, it too must be returned within a reasonable period upon request or at the end of the agreed loan period. In the event of a culpably delayed or omitted return, the Lessor may claim the resulting damage in accordance with the statutory provisions, in particular the relevant current value or, where owed by law and under the contract, the replacement value of the unit that has not been returned.
12.5. Replacement units procured independently, third-party repairs or other work by tradespeople shall only be reimbursed where the Lessor approved them in text form beforehand or where there is a statutory basis for commissioning them without the Lessor’s prior consent.
12.6. Where the Lessee is responsible for repairs under the rental contract or due to damage caused by it, the Lessee shall bear the necessary costs.
12.7. The Lessor shall bear the costs of necessary gas, TÜV or other legally required inspections insofar as they fall within its area of responsibility under the rental contract. In all other respects, the Lessee shall meet the inspection and cooperation obligations imposed on it by law or under the rental contract.
12.8. The Lessee shall only bear the cost of minor repairs and consumables up to EUR 100.00 net per individual case where they constitute ongoing, customary minor measures for which the Lessee is responsible or where this has been expressly and validly agreed in the rental contract. This does not establish an obligation to bear the costs of maintenance measures actually owed by the Lessor.
12.9. The Lessee shall not bear the costs of accommodation, travel, vehicle transfers or other expenses arising solely from necessary remedial work by the Lessor insofar as those costs are to be borne by the Lessor under the statutory provisions. Where the Lessee culpably causes necessary additional costs, the Lessor’s statutory claims for damages remain unaffected.
12.10. Business Interruption and Loss of Profit
Where the rental object cannot be used due to a defect or breach of duty for which the Lessor is responsible, the Lessee’s claims shall be governed by the statutory provisions and the limitations of liability in these GTC.
In the event of a slightly negligent breach of material contractual obligations, a claim for loss of profit, loss of revenue or other indirect financial loss shall be limited to the foreseeable damage typical for the contract.
In all other respects, liability for loss of profit, loss of revenue and other indirect damage caused by slight negligence is excluded insofar as legally permissible.
Liability for intent, gross negligence, injury to life, limb or health and mandatory statutory liability remains unaffected.
12.11. The Lessee shall provide reasonable cooperation in remedying defects and grant the Lessor or its agents access to the rental object.

13. Data Protection and Communication

13.1. The Lessee’s personal data shall be processed in accordance with the statutory data protection provisions insofar as this is necessary for initiating and performing the contract, processing payments, providing customer support, preventing theft, asserting or defending claims or complying with legal obligations. Details are set out in DANSTEP GmbH’s current privacy policy.
13.2. Insofar as legally permissible, DANSTEP GmbH may inform existing customers about its own products and services. Electronic advertising shall only take place where the applicable statutory requirements are met. Advertising by email shall in particular comply with the statutory requirements of Section 7 of the German Act Against Unfair Competition (UWG).
13.3. Email, telephone and, where used and permissible under data protection law, messenger services may be used for contractual communications.

14. Jurisdiction, Governing Law and Miscellaneous Provisions

14.1. The law of the Federal Republic of Germany shall apply.
14.2. For disputes with a Lessee that is a merchant, a legal entity under public law or a special fund under public law, the registered office of DANSTEP GmbH in Wülfrath shall be agreed as the exclusive place of jurisdiction insofar as such an agreement is legally permissible. Where a place of jurisdiction cannot validly be agreed, the statutory places of jurisdiction shall apply.
14.3. If the Lessee has no general place of jurisdiction in Germany, transfers it outside the scope of the German Code of Civil Procedure after conclusion of the contract, or its registered office or usual place of residence is unknown when proceedings are commenced, DANSTEP GmbH shall be entitled to bring proceedings at its registered office in Wülfrath, insofar as legally permissible.
14.4. Should any provision of this contract or these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall replace the invalid provision.

15. Workshop Services and Labour Rates

15.1. Separately commissioned workshop services shall be subject to the labour rates agreed or published at the time of commissioning.
15.2. The currently applicable labour rates are:

• General mechanical work: EUR 125.00 net per labour hour
• Diagnostic and electronic work: EUR 150.00 net per labour hour
• Bodywork: EUR 125.00 net per labour hour
• Cleaning work: EUR 65.00 net per labour hour

15.3. Billing shall be based on the labour actually incurred and the customary time increments applied in the respective trade.
15.4. The costs of materials, spare parts, consumables, disposal fees, third-party services and other necessary expenses shall be charged additionally.
15.5. Cost estimates are non-binding unless a fixed price has been expressly agreed.
15.6. The labour rates valid and published at the time of commissioning shall apply.

Wülfrath, version dated 22 March 2024

III. GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS, LICENSES AND SERVICES

1. General Provisions

1.1. These General Terms and Conditions for the Purchase of Goods and Services (hereinafter referred to as the “Terms and Conditions of Purchase”) apply to all present and future business relationships between DANSTEP GmbH and the supplier of goods and/or services (hereinafter referred to as the “Supplier”).
1.2. By accepting and performing an order and/or purchase order, the Supplier acknowledges these Terms and Conditions of Purchase in the version applicable at the time the order is placed. Any conflicting and/or differing terms and conditions of the Supplier shall not be recognised and shall not form part of the contract unless DANSTEP GmbH agrees to their application in writing upon conclusion of the contract. These Terms and Conditions of Purchase shall also apply where the Supplier performs the contract without reservation in the knowledge that the Supplier’s terms and conditions conflict with or differ from these Terms and Conditions of Purchase. DANSTEP GmbH’s acceptance of a delivery or service from the Supplier does not constitute consent to the Supplier’s general terms and conditions. Silence in response to an order confirmation containing conflicting declarations by the Supplier likewise does not constitute such consent.

2. Conclusion of Contract

2.1. The contract and all agreements made between DANSTEP GmbH and the Supplier for the purpose of performing the contract must be concluded in writing.
2.2. The Supplier shall accept the order within 7 days.

3. Scope of Services

3.1. The scope of performance is determined by the respective individual order. Documents, reports, ideas, drafts, models, samples and all other results produced in the course of performance form part of the contractual performance.
3.2. The Supplier shall expressly identify any deviations from the order in its order confirmation in writing, marked in bold type and otherwise highlighted typographically. If the deviations in the Supplier’s respective order confirmation are material, conclusion of the contract requires DANSTEP GmbH’s express written confirmation. The principles governing commercial letters of confirmation do not apply.
3.3. The Supplier shall perform its services with the utmost care, observing the latest state of science and technology and the safety regulations of public authorities and professional associations. The Supplier guarantees compliance with the statutory provisions, the agreed technical specifications and other requirements. In particular, the Supplier guarantees that, at the time of handover, the goods it supplies comply with statutory requirements, including approval for the intended use in Germany, the recognised rules of technology and, where applicable, relevant DIN standards, statutory guidelines and regulations. DANSTEP GmbH shall only accept goods and services from the Supplier if they meet all quality requirements.
3.4. Unless expressly agreed otherwise in advance, partial performance is not permitted. In such a case, DANSTEP GmbH shall be entitled to cancel the remaining quantity.
3.5. The ordered deliveries and services may only be performed by third parties with DANSTEP GmbH’s prior written consent.
3.6. DANSTEP GmbH’s order number and the project name must be stated on the delivery note.
3.7. Upon request, the Supplier shall provide information concerning the composition of the delivery item insofar as this is necessary to comply with official requirements in Germany or abroad.
3.8. As long as the Supplier has not yet fully performed its obligations, DANSTEP GmbH shall be entitled, within reasonable limits, to request changes to the order concerning design, execution, quantity and delivery time. DANSTEP GmbH may also request changes to the delivery item after conclusion of the contract. The effects of such a contractual change on both parties, in particular any additional or reduced costs and delivery dates, shall be settled by mutual agreement.

4. Spare Parts

4.1. The Supplier shall supply spare parts for the expected period of technical use, but for at least ten years after delivery, at reasonable prices and on the terms of the underlying order. If the Supplier discontinues the supply of spare parts, it shall inform DANSTEP GmbH in writing so that DANSTEP GmbH has an opportunity to place a final order.

5. Prices, Place of Performance and Payment Terms

5.1. The Supplier shall, at its own expense, insure the deliveries against transport damage, incorrect loading or unloading and theft.
5.2. Goods shall be packaged in such a way as to prevent damage during transport and loading. Packaging materials shall only be used to the extent necessary to achieve this purpose. The Supplier’s take-back obligations, including those relating to transport and product packaging, shall be governed by the statutory provisions.
5.3. DANSTEP GmbH shall have rights of set-off and retention to the extent provided by law. The Supplier may only exercise rights of set-off and retention where the relevant counterclaims are undisputed or have been finally adjudicated. DANSTEP GmbH shall be entitled to reduce invoice amounts by the value of returned goods and by any expenses and claims for damages.

6. Delivery Date

6.1. The delivery or performance time stated in the order is binding. Delivery periods shall commence on the date of the order. The delivery or performance date is the date on which the goods are received by DANSTEP GmbH or at the receiving point specified by DANSTEP GmbH.
6.2. The Supplier shall notify DANSTEP GmbH in writing without undue delay if circumstances arise or become apparent to it which indicate that the agreed delivery time cannot be met. Otherwise, the Supplier may not subsequently rely on such circumstances.
6.3. In the event of a culpable delay in delivery by the Supplier, DANSTEP GmbH shall be entitled to demand a contractual penalty amounting to 0.3% of the delivery value shown in the final invoice for each commenced day of delay, but no more than 18% of the delivery value shown in the final invoice in total. The right to assert further statutory claims remains reserved. Acceptance of a delayed delivery or service does not constitute a waiver of claims for compensation.
6.4. If DANSTEP GmbH is in default of acceptance or in debtor’s default, any claim for damages available to the Supplier shall be limited to 0.3% of the delivery value per completed week, up to a maximum of 18% of the delivery value, unless the default is due to an intentional or grossly negligent breach of duty by a legal representative or vicarious agent of DANSTEP GmbH.

7. Release from the Obligation to Perform and Withdrawal from the Contract

7.1. Force majeure shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effects. The contracting parties shall, to the extent reasonable, provide the necessary information without undue delay and adapt their obligations to the changed circumstances in accordance with good faith.
7.2. DANSTEP GmbH shall be released in whole or in part from the obligation to accept the ordered delivery and shall be entitled to withdraw from the contract to that extent if the delivery has become unusable for DANSTEP GmbH due to the delay caused by force majeure.
7.3. DANSTEP GmbH shall be entitled to withdraw from the contract if the Supplier applies for the opening of insolvency proceedings, insolvency proceedings are opened or the opening of proceedings is rejected for lack of assets.
7.4. The statutory provisions governing withdrawal otherwise remain unaffected.

8. Transfer of Risk and Documents

8.1. Risk shall pass upon acceptance of the delivery at DANSTEP GmbH or at the receiving point specified by DANSTEP GmbH.
8.2. The Supplier shall state DANSTEP’s order number on all shipping documents and delivery notes.
8.3. The Supplier shall cover the risk of accidental loss or accidental deterioration of the ordered raw materials, auxiliary materials and operating supplies under customary transport insurance. The Supplier hereby assigns in advance to DANSTEP GmbH all claims for compensation to which it is entitled against the transport insurer. DANSTEP GmbH hereby accepts the assignment.
8.4. Unless otherwise stated in the order, the Supplier shall bear the costs of packaging and freight to the destination and, in the case of machinery and equipment, to the first installation site. The packaging must be suitable to protect the goods against damage, weather and similar risks. The Supplier shall obtain information about the relevant requirements. The goods shall be provided to DANSTEP GmbH free of customs duties.
8.5. Documents, reports, ideas, drafts, models, samples and similar materials provided to the Supplier by DANSTEP GmbH shall remain the property of DANSTEP GmbH. The Supplier shall return them to DANSTEP GmbH without request and without undue delay after completing its performance. The Supplier may only use these materials to fulfil its performance obligations towards DANSTEP GmbH.

9. Warranty Claims and Guarantees

9.1. DANSTEP GmbH shall be entitled to the full statutory warranty rights without restriction.
9.2. The Supplier guarantees that the goods and deliveries comply with the applicable statutory provisions.
9.3. DANSTEP GmbH shall inspect the delivered goods for any deviations in quality and quantity within reasonable periods. A notice of defect shall in any event be timely if received by the Supplier, in the case of domestic procurement transactions, within 10 working days (Monday to Friday) or, in the case of procurement from abroad, within 28 working days, in each case calculated from receipt of the goods or, in the case of hidden defects, from their discovery by DANSTEP GmbH. The above applies without prejudice to any differing provisions in a quality assurance agreement.
9.4. In particular, the Supplier warrants that the goods delivered or work owed under Section 433(1), sentence 2, Sections 434 and 435 BGB (purchase contract) or Section 633(1), (2) and (3) BGB (contract for work) correspond to the relevant purchase or performance sample, the statutory and agreed quality and packaging requirements and the specification or, in the absence of such requirements, at least customary quality standards, and are free from material defects, defects of title and other defects within the meaning of the law, in particular the German Product Liability Act.
9.5. If the contractual performance provided by the Supplier, including delivered goods, work or services, does not comply with the above contractual requirements, DANSTEP GmbH shall be entitled to demand remedial performance either by rectification of the defect or delivery of a defect-free item in the case of a purchase contract, or by rectification of the defect or production of a new work in the case of a contract for work.
9.6. If the Supplier is required to manufacture a movable item individually for DANSTEP GmbH, the statutory provisions governing acceptance shall apply. Remuneration shall only become due after acceptance. If the work is not ready for acceptance, the Supplier shall provide remedial performance within a reasonable grace period. If the Supplier defaults on remedial performance or if remedial performance does not achieve the result required by DANSTEP GmbH, DANSTEP GmbH may, without setting a further period, have the rectification or new production carried out by a third party at the Supplier’s expense. Upon request, the Supplier shall release all material already produced for this purpose.
9.7. Other claims remain unaffected, in particular claims for damages due to delay resulting from the rectification of defects.

10. Liability

10.1. The Supplier shall be liable in accordance with the statutory provisions.
10.2. Insofar as the Supplier is responsible for damage caused by a product, it shall, upon first demand, indemnify DANSTEP GmbH against third-party claims for damages to the extent that the cause lies within the Supplier’s sphere of control and organisation and the Supplier itself is liable in relation to third parties. The indemnification obligation also covers all expenses necessarily incurred by DANSTEP GmbH as a result of or in connection with a claim by a third party, including the costs of legal representation. The Supplier shall also reimburse DANSTEP GmbH for any expenses arising from or in connection with a product recall carried out by DANSTEP GmbH.
The Supplier shall maintain customary and adequate insurance against these risks. Proof of insurance cover shall be provided upon request.
10.3. Paragraph 2 above applies accordingly insofar as DANSTEP GmbH has claims against the Supplier under Sections 478 and 479 BGB. In this context, the Supplier shall assign to DANSTEP GmbH any recourse claims against its sub-supplier to which the Supplier is entitled under Sections 478 and 479 BGB.

11. Production Standards

11.1. At reasonable intervals, the Supplier shall enable DANSTEP GmbH to satisfy itself that appropriate quality assurance measures are being implemented at the Supplier’s business, in particular by allowing inspection of all relevant documents. For this purpose and by prior appointment, the Supplier shall grant DANSTEP GmbH and/or the competent authorities access to its business premises and shall provide, free of charge, a professionally qualified employee to assist during such access.
11.2. If two consecutive deliveries by the Supplier fail to demonstrate faultless product quality, inspectors may also carry out inspections during normal business hours without prior notice.

12. Ownership, Materials Provided and Mixing

12.1. If an item supplied by DANSTEP GmbH (substances/materials) is inseparably mixed with other items not owned by DANSTEP GmbH, DANSTEP GmbH shall acquire co-ownership of the new item in the ratio of the value of the item supplied to the value of the other mixed items at the time of mixing. If the mixing takes place in such a way that the Supplier’s item is to be regarded as the principal item, it shall be deemed agreed that the Supplier transfers proportionate ownership to DANSTEP GmbH. The Supplier shall hold the sole or co-ownership in safe custody for DANSTEP GmbH free of charge.
12.2. When the Supplier takes possession of items belonging to DANSTEP GmbH, responsibility for damage and loss shall pass to the Supplier irrespective of whether DANSTEP GmbH provides the items free of charge or supplies them against payment. The Supplier shall, at its own expense, insure any tools, machinery, machine parts or other equipment provided by DANSTEP GmbH against damage caused by fire, water and theft and shall provide DANSTEP GmbH with proof of this upon request within a reasonable period. The Supplier hereby assigns to DANSTEP GmbH all claims for compensation arising from these insurance policies. DANSTEP GmbH accepts the assignment.

13. Intellectual Property Rights and Confidentiality

13.1. The Supplier shall keep confidential all written or oral information received in connection with the order. The confidentiality obligation applies in particular to data, drawings, specifications, calculations and manufacturing instructions. The information may not be disclosed to third parties. The confidentiality obligation shall continue to apply after completion or failure of this contract; it shall expire if and to the extent that the information contained in the documents provided or communicated orally has become generally known. Third parties used by the Supplier to perform obligations arising from this contract shall be bound by corresponding obligations. In the event of a breach of these obligations, DANSTEP GmbH may demand the immediate return of the documents provided and claim damages.
13.2. The Supplier guarantees that its delivery does not infringe any third-party rights. If a third party asserts claims against DANSTEP GmbH in this respect, the Supplier shall, upon first demand and without undue delay, indemnify DANSTEP GmbH against all resulting claims and defend against such claims. The indemnification obligation also covers all expenses necessarily incurred by DANSTEP GmbH as a result of or in connection with the third-party claim, including the costs of legal representation. The Supplier shall maintain customary and adequate insurance against these risks.

14. Final Provisions

14.1. The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules referring to another legal system shall not apply.
14.2. Ancillary agreements, amendments or additions must be made in writing to be effective, as must any waiver of the written-form requirement. For the purposes of these Terms and Conditions of Purchase, the written-form requirement shall also be satisfied by email and fax.
14.3. The place of performance shall be the registered office of the purchasing company in Wülfrath. The registered office of the purchasing company shall be the place of jurisdiction for disputes arising from or in connection with the existing contractual relationship, provided that the contracting party is a merchant, a legal entity under public law or a special fund under public law.
14.4. Should any provision of these Terms and Conditions of Purchase be or become invalid, the validity of the remaining provisions shall remain unaffected.

Wülfrath, version dated 18 March 2024