1. general terms and conditions
§ 1 Scope
1) These terms and conditions 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 shall only recognize terms and conditions of the customer that contradict or deviate from our terms and conditions if we expressly agree to their validity in writing.
(2) These Terms and Conditions shall apply in particular to all transactions concluded in the future, regardless of any transactions concluded with customers in the past or long-standing business relationships.
§ 2 Offer and conclusion of contract
If an order is to be regarded as an offer according to Section 145 of the German Civil Code (BGB), we can accept it within one week.
§ 3 Documents provided
We reserve ownership and copyright to all documents provided to the customer in connection with the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we grant the customer our express written consent. If we do not accept the customer’s offer within the period specified in Section 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
(1) Unless otherwise agreed in writing, our prices are ex warehouse, excluding packaging, customs duties, expenses, and plus VAT at the applicable rate. Packaging costs will be invoiced separately.
(2) Payment of the purchase price must be made exclusively to the account specified overleaf. Discounts are only permitted by special written agreement.
(3) Unless otherwise agreed, the purchase price is due within 10 days of delivery. Default interest will be charged at a rate of 8 percentage points above the applicable base interest rate per annum after this period. The right to claim higher damages for default remains reserved.
(4) Unless a fixed price agreement has been made, reasonable price changes due to changes in wage, material and distribution costs remain reserved for deliveries made four months or later after conclusion of the contract.
Should a price reduction arise in the above-mentioned areas, this will be passed on to the contractual partner accordingly.
§ 5 Offsetting and retention rights
The customer is only entitled to offset if his counterclaims have been legally established or are undisputed. The customer is only entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
§ 6 Delivery time
(1) The commencement of the delivery period specified by us is subject to the timely and proper fulfillment of the customer’s obligations. The right to assert a defense of non-fulfillment of the contract remains reserved.
(2) If the purchaser defaults on acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the resulting damages, including any additional expenses. Further claims remain reserved. Provided the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the time the purchaser defaults on acceptance or payment.
(3) In the event of a delay in delivery not caused by us intentionally or through gross negligence, we shall be liable for each completed week of delay within the framework of a flat-rate compensation for delay amounting to 3% of the delivery value, but not more than 15% of the delivery value.
(4) Further statutory claims and rights of the Purchaser due to a delay in delivery remain unaffected.
(5) Cases of force majeure shall also include industrial disputes (strikes, lockouts) and non-delivery by our suppliers for reasons beyond our control.
§ 7 Transfer of risk upon dispatch
If the goods are shipped 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 upon leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
§ 8 Retention of title
(1) We retain title to the delivered item 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 item if the customer acts in breach of contract.
(2) The purchaser is obligated to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obligated to adequately insure it at his own expense against theft, fire, and water damage to its original value. As long as ownership has not yet been transferred, the purchaser must notify us immediately in writing if the delivered item is seized or subject to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure (ZPO), the purchaser shall be liable for any loss incurred by us.
(3) The purchaser is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the buyer’s claims from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. The purchaser remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets its payment obligations from the proceeds received, is not in default of payment, and in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.
(4) The processing, treatment, or transformation of the purchased item by the customer is always carried out on our behalf and on our behalf. In this case, the customer’s expectant right to the purchased item continues to apply to the transformed item. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing occurs in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us and safeguards the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer also assigns to us any claims that accrue to him against a third party through the combination of the reserved goods with real estate; we hereby accept this assignment.
(5) We undertake to release the securities to which we are entitled at the request of the customer, provided that their value exceeds the claims to be secured by more than 10%.
§ 9 Warranty and notification of defects as well as recourse/manufacturer's recourse
(1) The purchaser’s rights in respect of defects presuppose that the purchaser has duly fulfilled its obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
(2) Warranty claims expire one year after delivery of the goods delivered by us to our customer. Our consent must be obtained before any return of the goods. This shortened limitation period does not apply to cases in which we are liable for intentional misconduct or to consumer goods sales cases; Section 475 of the German Civil Code (BGB) remains unaffected.
(3) Should, despite all due care, the delivered goods exhibit a defect that already existed at the time of transfer of risk, we shall, at our discretion, repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.
(4) If the subsequent performance fails, the Purchaser may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.
(5) Claims for defects shall not apply 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 that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive use, unsuitable operating materials or due to special external influences that are not assumed under the contract.
(6) Claims by the Purchaser for expenses required for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently transported to a location other than the Purchaser’s branch, unless the transport corresponds to their intended use.(6) Ansprüche des Bestellers wegen der zum Zweck der Nacherfüllung erforderlichen Aufwendungen, insbesondere Transport-, Wege-, Arbeits- und Materialkosten, sind ausgeschlossen, soweit die Aufwendungen sich erhöhen, weil die von uns gelieferte Ware nachträglich an einen anderen Ort als die Niederlassung des Bestellers verbracht worden ist, es sei denn, die Verbringung entspricht ihrem bestimmungsgemäßen Gebrauch.
(7) The purchaser’s recourse claims against us shall only exist to the extent that the purchaser has not entered into any agreements with its customer that go beyond the legally mandatory claims for defects. Paragraph 6 shall also apply accordingly to the scope of the purchaser’s recourse claim against the supplier.
§ 10 Product data sheet and instructions for use
We hereby explicitly draw your attention to the instructions for use of our products, which are printed on the product data sheet supplied with each product. These must be observed and complied with. In the event of non-observance of the instructions, the user shall be held liable for at least contributory negligence.
§ 11 Miscellaneous
(1) This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance and exclusive jurisdiction for all disputes arising from this contract shall be our registered office.
(3) Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable after conclusion of the contract, the validity of the remaining provisions of the contract shall remain unaffected.