General Terms and Conditions

1. General

1.1. These terms of sale apply exclusively to our deliveries and services – insofar as the customer is an entrepreneur, a legal entity under public law, or a special fund under public law. We do not recognize terms that conflict with or deviate from our terms of sale – particularly in the customer's purchasing terms – unless we have expressly agreed in writing to their validity. Our terms of sale also apply if we carry out delivery to the customer without reservation in the knowledge of terms that conflict with or deviate from our terms of sale.

1.2. All agreements, collateral agreements, and contract amendments must be in writing. This also applies to the cancellation of this written form clause. Oral or written commitments that deviate from our terms of sale and/or the order confirmation require the approval of our management to be effective. Our internal and field sales staff are not authorized to enter into deviating agreements or grant special conditions.

2. Offers, Contracts

2.1. Our offers are non-binding and expire after 6 months. A contract is only concluded upon our written order confirmation or the execution of the order.

2.2. Minor changes or improvements to the products we deliver for the benefit of the customer are reserved. The same applies to texts and illustrations in our printed materials.

2.3. We retain ownership and copyright of illustrations, drawings, calculations, and other documents. Before passing them on to third parties, the customer requires our express written consent.

3. Delivery and Performance, Delay

3.1. Delivery periods and deadlines begin on the date of our order confirmation, but not before clear clarification of all technical and other details of the order and not before receipt of any agreed advance payments.

3.2. The delivery period or deadline is met if the delivery item is handed over to the carrier before its expiry or, if the goods cannot be dispatched in time through no fault of our own or the service cannot be provided in time, with notification of readiness for dispatch. Insofar as acceptance is to take place, the start of acceptance is decisive – except in the case of justified refusal of acceptance – alternatively the notification of readiness for acceptance.

3.3. If an agreed delivery or performance date that is not expressly designated as “fixed” in the order confirmation is exceeded or any other contractual obligation is not fulfilled on time, the customer must first set a reasonable deadline for subsequent performance. If we still do not deliver, the customer is obliged to threaten this in advance with a further grace period before withdrawing from the contract or claiming damages. Written form is required for this. If we so request, the customer is also obliged to declare within a reasonable period whether he is withdrawing from the contract due to the delay in delivery or insists on delivery.

3.4. Correct and timely self-delivery is reserved. We will notify any delays as soon as possible.

3.5. Unforeseeable, extraordinary events not attributable to us, such as labor disputes, operational disruptions, official measures, transport disruptions, or other cases of force majeure, whether these events occur at our premises or those of our suppliers, release us from the obligation under the respective contract; however, obstacles of a temporary nature only for the duration of the hindrance plus a reasonable start-up period. If delivery becomes subsequently impossible or unreasonable for one of the parties due to such events, both parties are entitled to withdraw from the contract.

3.6. Our liability for delay damages based on a slightly negligent breach of duty is excluded.

3.7. We are entitled to make partial deliveries insofar as these are reasonable for the customer. Partial deliveries are invoiced separately.

3.8. If dispatch or delivery is delayed at the customer's request by more than one month after notification of readiness for dispatch, the customer may be charged storage costs of 0.5% of the price of the delivery items for each month or part thereof, but no more than a total of 5%. The parties are free to prove higher or lower storage costs.

4. Prices and Payment Terms

4.1. Unless otherwise indicated in the order confirmation, our prices apply “ex works”, including loading at the factory but excluding packaging and unloading; these are invoiced separately.

4.2. All our prices are in euros and net plus VAT at the respective statutory rate. Unless expressly agreed otherwise, the customer shall bear all ancillary charges, public levies, and customs duties in addition.

4.3. The deduction of discount requires a special written agreement.

4.4. Unless otherwise indicated in the order confirmation, the price is payable net (without deduction) within 30 days of the invoice date. The statutory rules regarding the consequences of late payment apply.

4.5. Our claims become due immediately if insolvency proceedings are opened against the customer's assets or facts become known that indicate a significant deterioration in the customer's assets. In these cases, we are entitled to make further deliveries or services dependent on advance payment or the provision of appropriate security.

4.6. Any agreed discounts, rebates, or other reductions will not be granted if the customer is in arrears with payment for earlier deliveries.

4.7. The customer only has set-off rights if his counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, he is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

5. Transfer of Risk, Acceptance

5.1. The risk passes to the customer when the delivery item has left the factory, even if partial deliveries are made or we have assumed the shipping costs or other services, e.g. delivery or installation.

5.2. Insofar as acceptance is to take place, this is decisive for the transfer of risk. It must be carried out immediately at the acceptance date, or at the latest after we have notified readiness for acceptance. The customer may not refuse acceptance in the presence of an immaterial defect.

5.3. Insofar as shipment of the goods is agreed, we ship the goods at the customer's risk; we determine the type of shipment, shipping route, and carrier.

5.4. If dispatch or acceptance is delayed due to circumstances not attributable to us, or does not take place at all, the risk passes to the customer from the date of notification of readiness for dispatch or acceptance.

5.5. We undertake to take out appropriate transport insurance at the customer's expense, at least to the value of the invoice value of the goods, if the customer requests this in text form.

5.6. Return and compensation for special packaging material is only provided on the basis of a separate agreement.

6. Warranty

6.1. We do not assume any guarantees for the quality of deliveries or services. Product and service specifications only serve to determine the agreed quality within the meaning of Sections 434, 633 BGB (German Civil Code). The assumption of a quality guarantee beyond this requires that we expressly and in writing declare that we are assuming a guarantee that goes beyond the customer's statutory rights and grants the customer rights that are independent of the statutory rights.

6.2. Defect claims do not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, and natural wear and tear.

6.3. The customer must immediately notify us in writing of defects in deliveries and provide detailed information regarding the defect and its effects. Further obligations of the merchant pursuant to Section 377 HGB (German Commercial Code) remain unaffected.

6.4. In the case of complaints about defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the defects that have occurred. The customer may only withhold payments if a complaint about defects is made about which there can be no doubt as to its justification. If the complaint was unjustified, we are entitled to demand reimbursement of the expenses incurred by us from the customer.

6.5. Any defects will be remedied by way of subsequent performance. Subsequent performance is carried out at our option by repair or delivery of a defect-free product or production of a defect-free work. The right to subsequent performance does not include the elimination of errors or malfunctions caused by external influences not intended for the contractual use, operating errors, third-party products introduced by the customer, or similar.

6.6. If subsequent performance fails, or if we do not remedy a defect within a reasonable period set by the customer, the customer may, without prejudice to any claims for damages, withdraw from the contract or reduce the remuneration. In the case of contracts for work and services, the customer is also entitled to remedy the defect himself and demand reimbursement of the corresponding expenses from us.

6.7. Claims by the customer for expenses required for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded insofar as the expenses increase because the delivery item was subsequently transported to a location other than the customer's place of business, unless the transport corresponds to its intended use.

7. Liability for Damages

7.1. Claims for damages or reimbursement of expenses by the customer (hereinafter: claims for damages) going beyond the provisions in Section 6, regardless of the legal grounds, in particular due to breach of duties arising from the contractual relationship and from tort, are excluded.

7.2. This does not apply insofar as liability is mandatory, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb, or health, or due to breach of material contractual obligations. However, the claim for damages for breach of material contractual obligations is limited to the typical, foreseeable damage, unless there is intent or gross negligence or liability is due to injury to life, limb, or health.

8. Limitation Period

8.1. The limitation period for claims pursuant to Sections 6 and 7 is 1 year. This does not apply insofar as longer periods are prescribed pursuant to Section 438 (1) No. 2 (buildings and items for buildings), Section 479 (1) (recourse claims), and Section 634a BGB (building defects), as well as in cases of injury to life, limb, or health, in the case of an intentional or grossly negligent breach of duty, and in the case of claims for damages under the Product Liability Act.

9. Retention of Title

9.1. The items delivered (reserved goods) remain our property until all claims against the customer arising from the business relationship have been fulfilled. Insofar as the value of all security rights to which we are entitled exceeds the amount of all secured claims by more than 20%, we will release a corresponding portion of the security rights at the customer's request; the selection of the securities to be released is at our discretion.

9.2. In the event of conduct by the customer in breach of the contract, in particular in the event of late payment, we are entitled to take back the reserved goods. Our taking back the reserved goods constitutes a withdrawal from the contract. After taking back the reserved goods, we are entitled to dispose of them; the proceeds of disposal are to be credited against the customer's liabilities – less reasonable disposal costs.

9.3. The customer is obliged to treat the reserved goods with care; in particular, he is obliged to insure them adequately at his own expense against theft, breakage, fire, and water damage at replacement value. If the customer has not demonstrably taken out the insurance himself, we reserve the right to insure the reserved goods at his expense against theft, breakage, fire, water, and other damage. If maintenance and inspection work is necessary, the customer must carry this out at his own expense in good time.

9.4. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a claim pursuant to Section 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a claim pursuant to Section 771 ZPO, the customer is liable for the loss incurred by us.

9.5. The customer is entitled to resell the reserved goods in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim arising from the resale against his buyers or third parties, regardless of whether the reserved goods have been resold without or after processing. The customer remains authorized to collect this claim even after assignment. Our right to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the collected proceeds, is not in arrears with payment, and in particular no application for the opening of composition or insolvency proceedings has been filed or suspension of payments exists. However, if this is the case, we may demand that the customer notify us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents, and notify the debtors (third parties) of the assignment.

9.6. Processing or transformation of the reserved goods by the customer is always carried out on our behalf. If the reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount, including VAT) to the other processed items at the time of processing. Otherwise, the same applies to the item created by processing as to the reserved goods.

9.7. If the reserved goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the reserved goods (final invoice amount, including VAT) to the other mixed items at the time 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 co-ownership to us on a pro rata basis. The customer holds the resulting sole ownership or co-ownership in trust for us.

9.8. The customer also assigns to us the claims to secure our claims against him that arise against a third party through the connection of the reserved goods to a property.

10. Embargo Provisions

10.1. The customer is responsible for compliance with export and embargo regulations.

11. Place of Performance and Jurisdiction

11.1. The place of performance for all obligations of the customer is our place of business.

11.2. The sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our place of business. However, we are also entitled to sue at the customer's registered office.

11.3. German substantive law applies to the legal relationships in connection with this contract, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12. Other

12.1. Should individual provisions of these terms and conditions be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected.

12.2. Insofar as these terms and conditions are drawn up in German and English, the German version is expressly authoritative.