Terms & Conditions
- Generalities, scope
1. All our business relationships with our customers (hereinafter referred to as “Buyers”), in particular sales, services, factory deliveries and factory management, are subject to our terms and conditions below.
2. The conditions of purchase of the Buyer are only binding for us if we expressly acknowledge them in writing; this requirement applies in any case, even if we carry out the service to him without reservation in knowledge of the terms and conditions of the Buyer.
3. In individual cases deviating agreements, side agreements, assurances and other pledges take precedence over these conditions. For the content of such agreements, a written contract or our written confirmation shall prevail.
4. Deviating agreements, collateral agreements, assurances and other agreements of our non-authorised employees are only effective if they are confirmed by us in writing.
- Contract conclusion
1. Our offers are non-committal and non-binding. This also applies if the buyer has been provided with documents such as catalogues, technical documentation, calculations, illustrations, drawings, measurements and weights, etc., to which we reserve the rights of ownership and copyrights.
2. The order of goods by the Buyer is considered a binding contract offer. We are entitled to accept this contract offer within a period of 2 weeks, starting with the receipt of the order from us, unless the order results in a longer acceptance period.
3. The acceptance is in writing in the form of an order confirmation. If there is any dissent between order and order confirmation, the latter represents a new offer.
- Prices, terms of payment
1. List prices and prices in offers are subject to change; our prices are valid on the day of delivery of the goods, these being determined in their reasonable discretion and limited to the prices enforced on the market.
2. Prices are exclusive of packaging plus the applicable legal VAT.
3. Our invoices are payable in full within 10 days of receipt of invoice, unless otherwise agreed. Granting a discount requires all other invoices due to be settled. If the payment is made in the form of a partial payment, the entitlement to deduct discount only applies to the final payment. If the payment is made by means of a bill of exchange, a discount deduction is inadmissible.
4. Upon expiry of 30 days after receipt of the invoice, the Buyer is in default, as far as no earlier default occurrence has been agreed. The owed price is to be paid during the default, at the applicable legal default interest. For traders, our claim to the commercial maturity interest (Art. 353 HGB) remains unaffected. We reserve the right to assert further damages caused by the default.
5. If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is jeopardised by the Buyer´s inability to perform (e.g. by application for the opening of insolvency proceedings), we shall be entitled to withdraw from the contract in accordance with the legal provisions for refusal of service and, if applicable, after a reasonable grace period; the legal provisions on the dispensability of setting a deadline remain unaffected. The Buyer is obliged to return the goods after the withdrawal; in the case of insolvency according to the requirements of the InsO. The same applies in the case of a breach of duty by the Buyer, especially in case of late payment.
6. The Buyer is only entitled to offsetting or retention rights insofar as his claims are undisputed or legally binding. In the case of defects in the delivery, the counterclaims of the Buyer remain unaffected.
- Retention of title
1. The goods sold remain our property until all outstanding claims arising from the business relationship have been fulfilled. Insofar as the realisable value of all security interests to which we are entitled exceed the amount of all secured claims by more than 10%, we shall release a corresponding part of the security interests at the Buyer’s request; we have the choice of sharing between different security interests.
2. Resellers are permitted to sell our goods subject to retention of title in the ordinary course of their business under the condition that the reseller receives payment from their customer or makes the reservation that ownership of the goods will pass to the customer only after he has fulfilled his obligation to pay. The Buyer hereby assigns the claims from the resale to us, we accept the assignment.
3. If the retained goods delivered by us are processed or combined with goods owned by third parties, we shall be entitled to ownership of the new item in the fraction corresponding to the invoice value of our goods in proportion to the value of the new item at the time of processing or connection. The new item is considered in this respect as retained goods. The regulation on the assignment of claims according to no. 2 also applies to this case. However, the assignment only applies up to the amount of our invoice value for the processed, combined or mixed retained goods. The Buyer must retain the property against the customer until he has fully paid the purchase price. The Buyer is only entitled to collect the assigned claim as long as he duly fulfils his payment obligations towards us.
4. The goods subject to retention of title may not be pledged to third parties or transferred as collateral prior to complete payment of the secured claim. The Buyer must notify us immediately in writing if and insofar as third-party access to the goods belonging to us occurs.
- Delivery times, risk assumption
1. The delivery time shall be agreed individually or specified by us when accepting the order. In case of delayed delivery, the Buyer has to set us a reasonable grace period.
2. If we cannot comply with binding delivery deadlines for reasons for which we are not responsible (unavailability of the service), we shall inform the Buyer immediately and we shall at the same time mention the expected new delivery time. If the service is not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we shall reimburse immediately any counter-performance already paid. As a case of non-availability of the service, in this sense, in particular the non-timely or improper self-delivery by our supplier, if we have a congruent hedging transaction, neither we nor our suppliers are at fault or we are not obliged to procure in individual cases.
3. The rights of the Buyer according to the further provisions, in particular according to point VII, remain untouched.
4. Delivery is ex warehouse, where the place of performance is. At the request and expense of the Buyer, the goods will be shipped to another destination (consignment purchase).
5. The risk of accidental loss and accidental deterioration of the goods passes to the Buyer at the latest with the transfer. In the case of consignment purchase, however, this risk of accidental loss and accidental deterioration of the goods is transferred to the forwarder, carrier or other person or institution otherwise responsible for carrying out the consignment upon delivery of the goods. We are not liable for damages during shipment. The handing over of the goods is not influenced if the Buyer is in default of acceptance.
6. Unless otherwise agreed, the goods are shipped uninsured by us.
1. The basis of our liability for defects is above all the agreement made about the condition of the goods. Insofar as the condition of the goods has not been agreed, it must be judged according to the legal regulation whether or not there is a defect (Art. 434 para. 1 sentences 2 and 3 BGB). We accept no liability for public statements made by third parties.
2. The advice for our goods is based on many years of experience and intensive research work. Due to the different requirements and individual conditions in the use of our goods, this advice is specific to the information provided by the Buyer. It does not release the Buyer from his own obligation to test our goods for their suitability for his own purposes.
3. The claims of the Buyer for defects presuppose that he has complied with his statutory duties of inspection and complaint (Art. 377, 381 HGB). If there is a defect during the examination or later, we must be notified in writing within 2 weeks, whereby the timely dispatch of the advertisement is sufficient to meet the deadlines.
4. Regardless of the duty to inspect and to give notice pursuant to point VI no. 3, the Buyer must notify us in writing of obvious defects (including incorrect and short delivery) within 2 weeks from the receipt of the delivery, whereby the timely dispatch of the notification is sufficient to meet the deadline.
5. If the Buyer fails to timely examine and/or notify the defects, our liability for the not notified defect is excluded.
6. If the delivered item is defective, the Buyer may demand rectification or replacement at his discretion as a supplementary performance. If the Buyer does not explain this, we can set a reasonable deadline for this. Our rights according to Art. 439 para. 3 BGB remain unaffected.
7. The warranty excludes natural wear and tear, damage resulting from improper or negligent handling, excessive use, unsuitable equipment and non-compliance with operating instructions. The same applies to damage caused by changes or repair work of the Buyer or third parties not engaged by us.
8. The claims of the Buyer for damages exist only in accordance with point VII and are otherwise excluded.
9. Deviating from Art. 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects in title shall be one year from the date of delivery of the goods.
- General liability
1. We are liable for damages, for whatever legal reason, in case of intent and gross negligence.
2. In the case of simple negligence, we are only liable
a) for damage resulting from injury to life, body or health,
b) for damages resulting from a breach of a material contractual obligation, in which case our liability is limited to compensation for foreseeable, typically occurring damage.
3. The limitations of liability arising from no. 2 shall not apply if we have fraudulently concealed a defect or have assumed a guarantee for the quality of the goods. The same applies to claims of the Buyer according to the ProdHG.
- Place of jurisdiction, choice of law
1. The place of jurisdiction is the registered office of the company. We can also sue the Buyer, at our discretion, at the competent court of jurisdiction for his registered office.
2. The laws of the Federal Republic of Germany, excluding the UN Sales Convention, shall apply to these General Terms and Conditions of Sales and Delivery and the underlying contractual relationship.
- Data protection
We store data in the context of our mutual business relations according to Federal Data Protection Act (BDSG). Our business partners undertake not to disclose the data arising in the context of the business relationship to unauthorised third parties, as well as to store and protect them against access and misuse by unauthorised persons.