General Terms and Conditions of Sale and Delivery (AVL)

GfA-Dichtungen GmbH
Version: August 2026

1. Scope of application

1. 1.1 These General Terms and Conditions of Sale and Delivery (hereinafter “AVL”) apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
2. 1.2 The AVL apply to all our offers, deliveries and services as well as to contracts concluded with our customers. They also apply to all future transactions within an ongoing business relationship, even if they are not expressly referred to again.
3. 1.3 Any deviating, conflicting or supplementary general terms and conditions of the customer shall become part of the contract only if we have expressly agreed to their applicability. This also applies if, with knowledge of the customer’s terms and conditions, we perform deliveries or services without reservation.
4. 1.4 Individual agreements with the customer shall take precedence over these AVL. The written agreement or our written confirmation shall be decisive for the content of such agreements.
5. 1.5 Our current AVL are available at https://gfa-dichtungen.shop/AVL/ and can be viewed, downloaded and saved there.

2. Offers and conclusion of contract

1. 2.1 Our offers are subject to change and non-binding unless they are expressly designated as binding or contain a specific acceptance period.
2. 2.2 An order placed by the customer constitutes a binding offer to enter into a contract. We are entitled to accept this offer within a reasonable period by order confirmation or by performing the delivery or service.
3. 2.3 Our order confirmation shall determine the type and scope of our performance. In the event of obvious errors, typing, printing or calculation errors, we reserve the right to make corrections.
4. 2.4 Information in catalogues, data sheets, drawings, illustrations, dimension tables, online shops and other product documents serves to describe our products. It does not constitute a guarantee of specific characteristics or durability unless such a guarantee has been expressly given by us.
5. 2.5 We reserve the right to make technical changes and further developments, provided that the agreed use of the product is not materially impaired and the change is reasonable for the customer.

3. Samples, technical information and intended use

1. 3.1 The expressly agreed specifications, drawings, data sheets or approved samples stated in the respective contract shall be decisive for the agreed characteristics of our products.
2. 3.2 Samples and material specimens provided by us are generally intended for testing by the customer. Before placing a series-production order or using the product, the customer must verify whether the product is suitable for the intended application.
3. 3.3 Information and recommendations concerning materials, temperature ranges, media resistance, installation situations or other operating conditions are provided to the best of our knowledge on the basis of the information made available to us by the customer.
4. 3.4 The final testing and assessment of a product’s suitability for the specific intended application is the customer’s responsibility unless we have expressly confirmed in writing that suitability for a specifically designated intended use is an agreed characteristic.
5. 3.5 Particularly in the case of sealing profiles, actual suitability and service life may depend, among other things, on the material, temperature, medium, pressure, mechanical load, installation situation, mating surfaces, UV and weather exposure and other operating conditions.
6. 3.6 The customer is obliged to provide us fully and accurately with all operating conditions material to advice or product selection.

4. Dimensions, tolerances, colours and material properties

1. 4.1 In the case of elastomers, thermoplastics, silicone-based and comparable materials, technically induced deviations may occur, in particular with regard to dimensions, tolerances, hardness, colour, surface and material properties.
2. 4.2 Unless specific tolerances have been expressly agreed, the customary technical tolerances applicable to the relevant product, manufacturing process and material used, as well as any relevant technical standards, shall apply.
3. 4.3 Minor deviations in colour, surface or structure that are due to technical or material factors and do not impair the agreed use do not constitute a defect.
4. 4.4 Information on Shore hardness and other material parameters is subject to tolerances arising from the material and the test method unless expressly agreed otherwise.

5. Customised products, drawings and specifications

1. 5.1 For products manufactured according to drawings, samples, specifications or other requirements provided by the customer, the customer is responsible for the accuracy and completeness of its requirements.
2. 5.2 The customer must promptly review and approve drawings, samples, specifications or approval documents submitted by us. By granting approval, the customer confirms the accuracy of the requirements relevant to manufacture.
3. 5.3 Changes requested after approval has been granted may result in additional costs and an extension of agreed delivery times.
4. 5.4The customer warrants that drawings, samples, trademarks, data or other requirements provided by it do not infringe any third-party rights. If third parties assert claims against us due to the contractual use of such customer requirements, the customer shall indemnify us against justified third-party claims and the necessary costs of legal defence to the extent that the customer is responsible for the infringement.

6. Tools and tooling costs

1. 6.1 Where tools, moulds, fixtures or other production equipment are required for the manufacture of customised products, the costs incurred for them shall be agreed separately.
2. 6.2 Charging tooling costs or a share of tooling costs does not result in transfer of ownership of the tool unless expressly agreed otherwise.
3. 6.3 Tools and production equipment manufactured by us or on our behalf shall generally remain our property and in our possession.
4. 6.4 Tools shall be kept only for as long as they remain technically and economically usable. An obligation to retain them for an unlimited period exists only if expressly agreed.
5. 6.5 Modifications or replacements due to wear, technical changes or altered customer requirements may be charged separately unless we are responsible for them.

7. Prices and terms of payment

1. 7.1 Unless otherwise agreed, our prices are ex works plus packaging, shipping, transport insurance and the applicable statutory value added tax.
2. 7.2 Unless otherwise agreed, our invoices are due for payment within 14 days of the invoice date with a 2% cash discount or within 30 days net.
3. 7.3 No cash discount is granted on tooling costs or other items expressly designated as not eligible for discount.
4. 7.4 Timely payment is determined by receipt of the full invoice amount in our account.
5. 7.5 In the event of default in payment, the statutory default interest shall apply. We reserve the right to claim the statutory lump-sum compensation for default and any further damage caused by default.
6. 7.6 If, after conclusion of the contract, circumstances become known to us that give rise to justified doubts as to the customer’s solvency or creditworthiness and as a result our claim for payment appears to be at risk, we are entitled, in accordance with the statutory provisions, to make outstanding deliveries conditional upon appropriate security or advance payment.
7. 7.7 In the case of partial deliveries, we are entitled to invoice them separately.

8. Price changes

1. 8.1 For agreed delivery periods of more than three months, we are entitled to take appropriate account in pricing of cost increases occurring after conclusion of the contract for which we are not responsible, in particular for raw materials, energy, wages, freight or other material procurement costs, insofar as such cost increases directly affect the manufacture or procurement of the products covered by the contract.
2. 8.2 Corresponding cost reductions shall be taken into account in favour of the customer when adjusting the price.
3. 8.3 Upon request, we will explain to the customer in a comprehensible manner the factors relevant to the price adjustment.

9. Delivery quantities, excess and short deliveries

1. 9.1 In the case of customised products and products whose manufacture, for technical reasons, does not permit an exact quantity by number or length, reasonable excess or short deliveries are permissible.
2. 9.2 Unless otherwise agreed, the deviation may amount to up to 10% of the confirmed quantity. The quantity actually delivered shall be invoiced.
3. 9.3 For standard and stock items, this provision applies only where an excess or short delivery is objectively necessary due to the specific packaging, production or quantity unit and is reasonable for the customer.

10. Delivery and transfer of risk

1. 10.1 Unless otherwise agreed, delivery is made ex our works or warehouse.
2. 10.2 At the customer’s request, the goods will be shipped to the destination specified by the customer. Unless otherwise agreed, we are entitled to select the mode of transport and the carrier.
3. 10.3 In the case of a sale involving shipment, the risk of accidental loss and accidental deterioration passes to the customer upon delivery of the goods to the forwarding agent, carrier or other third party designated to carry out the shipment.
4. 10.4 An agreed freight-paid delivery does not alter the statutory or agreed transfer of risk.
5. 10.5 Additional costs resulting from special shipping requests by the customer shall be borne by the customer.

11. Delivery times

1. 11.1 Delivery dates and delivery periods are binding only if expressly confirmed by us as binding.
2. 11.2 An agreed delivery period shall not begin until all technical and commercial matters necessary for performing the order have been clarified, the necessary documents and approvals from the customer have been received and agreed advance payments or securities have been provided.
3. 11.3 If performance is delayed due to circumstances within the customer’s sphere of responsibility, delivery periods shall be extended by a reasonable period.
4. 11.4 Partial deliveries are permissible insofar as they are reasonable for the customer.

12. Force majeure and other impediments to performance

1. 12.1 Events of force majeure and other events unforeseeable at the time of conclusion of the contract for which we are not responsible and which temporarily or permanently materially impede or make impossible our delivery or performance shall extend agreed delivery and performance periods by a reasonable period.
2. 12.2 Such events may include, in particular, natural events, epidemics and pandemics, war, terrorism, official measures, lawful industrial action, major operational disruptions, shortages of energy or raw materials, transport disruptions, cyberattacks on systems necessary for operations, and failures of material suppliers for which we are not responsible.
3. 12.3 We will inform the customer of the commencement and expected duration of such an impediment to performance to the extent possible and reasonable for us.
4. 12.4 If the impediment to performance continues for such a period that one of the contracting parties can no longer reasonably be expected to remain bound by the contract, the statutory rights of withdrawal and termination shall apply.

13. Framework orders and call-off orders

1. 13.1 In the case of framework and call-off orders, the customer is obliged to purchase the agreed total quantity within the agreed period.
2. 13.2 If no specific call-off schedule has been agreed, call-offs must be made in such a way that a reasonable production and delivery time remains available to us.
3. 13.3 After expiry of the agreed call-off period, we are entitled, after setting a reasonable additional period, to deliver and invoice quantities not yet called off or to exercise the statutory rights available to us.
4. 13.4 Separate purchase commitments may be agreed for materials and products procured or produced specifically for the customer.

14. Duty to inspect and give notice of defects

1. 14.1 If the contract constitutes a commercial transaction for both parties, the statutory duties to inspect and give notice of defects apply, in particular Section 377 of the German Commercial Code (HGB).
2. 14.2 The customer must inspect the delivered goods without undue delay after delivery insofar as this is feasible in the ordinary course of business.
3. 14.3 Identifiable defects, incorrect deliveries and identifiable quantity deviations must be notified to us without undue delay after delivery; hidden defects must be notified without undue delay after discovery.
4. 14.4 The notice of defect should be made in text form and describe the defect complained of as specifically as possible. Where necessary for assessment, photographs, samples, batch details or other suitable information must be provided to us.
5. 14.5 Before processing, joining or installation, the customer must notify identifiable defects. The statutory consequences of a breach of the duty to inspect and give notice of defects remain unaffected.

15. Defect rights and subsequent performance

1. 15.1 The statutory provisions apply to the customer’s rights in the event of defects in quality and title unless otherwise validly agreed below.
2. 15.2 If a defect exists, we are initially entitled to subsequent performance. The customer’s statutory rights regarding the form of subsequent performance and our statutory rights to refuse a disproportionate form of subsequent performance remain unaffected.
3. 15.3 The customer must make the goods complained of available to us for inspection and subsequent performance and give us a reasonable opportunity to examine the defect.
4. 15.4 Where necessary for proper examination and reasonable for the customer, we may require a sample of the goods complained of to be sent to us.
5. 15.5 If subsequent performance fails or is dispensable under the statutory provisions, the customer shall have the further statutory defect rights in accordance with these AVL.
6. 15.6 In particular, no defect claims exist for damage arising after transfer of risk due to unsuitable or improper use, incorrect installation, natural wear and tear, excessive stress, unsuitable storage or external influences, insofar as we are not responsible for these circumstances.
7. 15.7 If the customer or a third party has made modifications or carried out processing without our consent, defect claims shall not exist unless the customer proves that the modification or processing did not cause the defect asserted.
8. 15.8 Statutory claims for reimbursement of necessary expenses in connection with subsequent performance remain unaffected insofar as their restriction is not permitted by law.

16. Limitation period for defect claims

1. 16.1 To the extent permitted by law, the limitation period for the customer’s defect claims is twelve months from delivery.
2. 16.2 The shortening under clause 16.1 does not apply to claims based on intent or gross negligence, injury to life, body or health, fraudulent concealment of a defect, assumption of a guarantee, claims under the German Product Liability Act, or other cases in which the law mandatorily provides for a longer limitation period.
3. 16.3 Mandatory statutory provisions concerning recourse claims within a supply chain remain unaffected.

17. Supplier recourse

1. 17.1 The statutory provisions, in particular Sections 445a, 445b and 478 BGB, apply to the customer’s recourse claims within a supply chain insofar as they are applicable.
2. 17.2Mandatory statutory recourse claims are neither excluded nor restricted by these AVL.
3. 17.3 The customer shall inform us without undue delay if its own customer asserts claims against it due to an alleged defect in our delivery, insofar as this is necessary for examining and safeguarding our rights.
4. 17.4 To the extent possible and reasonable, the customer must give us an opportunity to examine the alleged defect and the claims asserted before measures are carried out or claims are acknowledged whose costs are intended to be asserted against us.

18. Retention of title

1. 18.1 The goods delivered remain our property until all present and future claims arising from the ongoing business relationship with the customer have been paid in full (“Retained Goods”).
2. 18.2 The customer is entitled to resell the Retained Goods in the ordinary course of business. Pledging or transfer by way of security is not permitted without our consent.
3. 18.3 The customer hereby assigns to us by way of security all claims in the amount of the invoice value of our Retained Goods arising against its purchasers or third parties from the resale of the Retained Goods. We hereby accept the assignment.
4. 18.4 If the Retained Goods are processed, combined or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the invoice value of our Retained Goods to the value of the other processed, combined or mixed items at the time of processing, combining or mixing, to the extent permitted by law.
5. 18.5 If processing, combining or mixing takes place in such a way that the customer’s item is to be regarded as the principal item, the customer hereby transfers to us a proportionate co-ownership interest in the new item to the extent that it is entitled to do so. We hereby accept the transfer.
6. 18.6 The customer shall hold in custody for us free of charge the items owned or co-owned by us.
7. 18.7 Until revoked, the customer remains entitled to collect the claims assigned to us. Our authority to collect the claims ourselves remains unaffected.
8. 18.8 In the event of conduct by the customer in breach of contract, in particular default in payment, as well as in the event of a material threat to our claims, we are entitled, in accordance with the statutory provisions, to exercise the security rights available to us.
9. 18.9 The customer must inform us without undue delay of attachments, seizures or other access by third parties to Retained Goods or assigned claims and provide us with the documents and information necessary to safeguard our rights.
10. 18.10 If the realisable value of the securities to which we are entitled exceeds the claims to be secured by more than 10%, we shall, at the customer’s request, release securities of our choice to the corresponding extent.

19. Set-off and rights of retention

1. 19.1 The customer may set off counterclaims insofar as they are undisputed, have been finally adjudicated or are ready for decision.
2. 19.2 The customer is entitled to exercise a right of retention only insofar as its counterclaim is based on the same contractual relationship. Mandatory statutory rights remain unaffected.

20. Liability

1. 20.1 We are liable without limitation in cases of intent and gross negligence and for damage arising from injury to life, body or health.
2. 20.2 In the event of a slightly negligent breach of a material contractual obligation, our liability is limited to the damage typical of the contract and foreseeable at the time the contract was concluded. Material contractual obligations are obligations whose performance is essential for the proper execution of the contract and on compliance with which the contracting party may regularly rely.
3. 20.3 Our liability is excluded in the event of a slightly negligent breach of non-material contractual obligations.
4. 20.4 The above limitations of liability do not apply in the event of fraudulent concealment of a defect, assumption of a guarantee, mandatory liability under the German Product Liability Act or where liability is otherwise mandatorily prescribed by law.
5. 20.5 Insofar as our liability is excluded or limited, this also applies for the benefit of our legal representatives, employees and vicarious agents.

21. Intellectual property rights and documents

1. 21.1 We retain all ownership rights, copyrights and other intellectual property rights in drawings, technical documents, calculations, samples, product representations and other documents prepared by us.
2. 21.2 Without our prior consent, such documents may not be reproduced, made accessible to third parties or otherwise used beyond the purpose of the contract.

22. Place of performance and jurisdiction

1. 22.1 The place of performance for our deliveries and services and for the customer’s payment obligations is our registered office, to the extent permitted by law. 2
2. 22.2 If the customer is a merchant, a legal entity under public law or a special fund under public law, our registered office shall be the exclusive place of jurisdiction, to the extent permitted by law, for all disputes arising out of or in connection with the contractual relationship.
3. 22.3 We are also entitled to bring an action against the customer at its general place of jurisdiction.

23. Applicable law

1. 23.1 All legal relationships between us and the customer are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2. 23.2 The language of the contract is German. If translations of these AVL are provided, the translation is for information purposes only. In case of doubt, the German version shall prevail.

24. Final provisions

1. 24.1 Amendments and supplements to individual contractual agreements must comply with the form required by law in each case.
2. 24.2 Should individual provisions of these AVL be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
3. 24.3 Invalid or unenforceable provisions shall be replaced by the statutory provisions.