Terms and conditions
General Terms and Conditions of Business
- Scope
These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.
These Terms and Conditions of Sale shall also apply to all future transactions with the Customer, insofar as these are legal transactions of a related nature. Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions of Sale. A written contract or our written confirmation is decisive for the content of such agreements subject to evidence to the contrary.
- Offer and conclusion of contract
Insofar as an order is regarded as an offer pursuant to Section 145 BGB (Civil Code), we are able to accept the order within two weeks.
- Documents provided
We reserve propriety rights and copyrights to all documents provided to the customer in connection with order placement – including those in electronic form – such as calculations, drawings, etc. These documents must not be made accessible to third parties, unless we give the customer our express written consent to do so. If we do not accept the customer’s offer within the period specified in clause 2, these documents must be returned to us immediately.
- Prices and payment
Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate. Packaging costs are invoiced separately.
Payment of the purchase price must be made exclusively to the account specified below. The deduction of a discount is only permissible if a special written agreement exists.
Unless otherwise agreed, the purchase price must be paid within 10 days of delivery. Interest on arrears shall be charged at a rate of 8% above the respective base interest rate per annum. We reserve the right to claim higher damages for delay.
Unless an agreement for a fixed price was stipulated, we reserve the right to appropriate price adjustments due to changes in wage, material and distribution costs for deliveries that take place 3 months or later after contract conclusion.
- Rights of retention
The customer is only entitled to a right of retention if the customer’s counterclaim is based on the same contractual relationship.
- Delivery time
The commencement of the delivery period stated by us is subject to the timely and proper fulfilment of the customer’s obligations. The right to raise objection to non-fulfilment of the contract is hereby reserved.
In the event the buyer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to demand compensation for the loss we incurred in this respect, including any additional expenses.
Any further claims are reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the object of sale passes to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
Statutory claims and rights of the customer due to a delay in delivery remain unaffected.
- Transfer of risk on despatch
If the goods are dispatched to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest when the goods leave the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
- Title retention
We reserve title to the delivered goods until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased goods if the customer acts in breach of contract.
The customer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work needs to be performed, this is to be completed in good time at the customer’s own expense. As long as ownership is not yet transferred, the customer is to notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to 5 771 ZPO (German code of civil procedure), the customer shall be liable for the loss incurred by us.
The purchaser is authorized to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies irrespective of whether the object of sale is resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected in this regard. However, we will not collect the claim as long as the customer meets their payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings is filed and payments are not suspended.
The treatment and processing or remodelling of the purchased item by the customer shall always be carried out in our name and on our behalf. In this case, the customer’s expectant right to the object of sale continues in the transformed item. If the object of sale is processed with other items not belonging to us, we acquire co-ownership of the new item proportionate to the objective value of our object of sale relative to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us and keeps the sole ownership or co-ownership thus created for us. To secure our claims against the customer, the customer also assigns to us such claims which accrue to the customer against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.
We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.
- Warranty and notification of defects as well as recourse/manufacturer recourse
Warranty rights of the purchaser presuppose that he has properly fulfilled his obligations to inspect and give notice of defects in accordance with 5 377 HGB (German Commercial Code).
Claims for defects shall lapse 12 months after delivery of the goods supplied by us to our customer. Any claims for damages for intent and gross negligence as well as for injuries of life, body and health due to intentional or gross violation of duties by the user are subject to the statue of limitations.
If, despite all due care, the delivered goods have a defect that already existed at the time of the transfer of risk, we shall, at our discretion, either repair the goods or deliver replacement goods, subject to timely notification of defects. We are always to be given the opportunity for subsequent performance within a reasonable period of time. The above stipulation has no affect on the unlimited right of recourse.
If the subsequent fulfilment repeatedly fails, the customer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable equipment or due to special external influences which are not provided for in the contract. If the customer or third parties perform improper repair work or modifications, no claims for defects exist for these and the resulting consequences.
Claims of the customer for expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a place other than the customer’s branch office.
Recourse claims of the purchaser against us shall only exist insofar as the purchaser has not made any agreements with his customer that go beyond the statutory mandatory claims for defects. Paragraph 6 also applies accordingly to the scope of the customer’s right of recourse against the supplier.
- Effectiveness of the provisions
In the event of the invalidity of individual terms and conditions, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision or to fill a gap in a provision, an appropriate provision shall apply which the parties would have made if they had considered the point when concluding the contract.
- Data storage
The data required for the order will be stored and processed electronically by us. We assure you that all personal details will be treated confidentially and will not be passed on to third parties.
- Returns
Custom-made products will not be taken back.
- Others
This contract and all of the parties’ legal relationships are subject to the laws of the Federal Republic of Germany excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of fulfilment and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.
All agreements between the parties for the purpose of fulfilling this contract are laid down in writing in this contract.
(Dated: 01.06.2024)