Terms & Conditions

I. General

(1) Our terms and conditions of sale apply exclusively; we do not recognise any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our terms and conditions of sale also apply if we carry out deliveries to the customer without reservation despite knowing that the customer's terms and conditions conflict with or deviate from our terms and conditions of sale.
(2) All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
(3) Our terms and conditions of sale apply only to entrepreneurs within the meaning of Section 310 Paragraph 1 of the German Civil Code (BGB).
(4) Our terms and conditions of sale also apply to all future transactions with the customer.

II. Offer/Offer Documents

(1) Our offer is subject to change unless otherwise stated in the offer.
(2) We reserve ownership and copyright to all illustrations, drawings, calculations and other documents.
This also applies to written documents that are marked as “confidential”. The customer requires our express written consent before passing them on to third parties.

III. Prices, payment terms

(1) Unless otherwise stated in the order confirmation, our prices are ex works, including packaging, excluding pallets.
We reserve the right to change our prices accordingly for contracts with an agreed delivery time of more than 4 months if costs increase after the contract has been concluded, particularly due to wage agreements or changes in material prices. We are obliged to proceed in the same way in the event of cost reductions. We will provide evidence of both cost reductions and cost increases to the customer upon request as soon as and to the extent that they have occurred. If the increase is more than 5% of the agreed price, the customer has the right to terminate the contract (right of cancellation or withdrawal).
(2) The statutory value added tax is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
(3) The deduction of a cash discount requires a special written agreement.
(4) Unless otherwise stated in the order confirmation, the purchase price is due for payment net (without deduction) within 30 days of the invoice date. The statutory rules regarding the consequences of late payment apply.
(5) The customer is only entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. In addition, he is entitled to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.
(6) Credits for bills of exchange and cheques are subject to receipt and are dated the day on which we can dispose of the equivalent amount. Expenses and costs are borne by the customer.

IV. Delivery time

(1) The start of the delivery time specified by us requires that all technical questions have been clarified.
(2) Compliance with our delivery obligations also requires the timely and proper fulfillment of the customer's obligations. The right to object to non-fulfillment of the contract remains reserved.
(3) If the customer defaults on acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. Further claims remain reserved.
(4) If the conditions of paragraph 3 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the time at which the customer defaults on acceptance or payment.
(5) We are liable in accordance with the statutory provisions if the underlying purchase contract is a fixed-term transaction within the meaning of Section 286 Paragraph 2 No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We are also liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that his interest in the further performance of the contract has ceased.
(6) We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents is attributable to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
(7) We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is based on the culpable breach of an essential contractual obligation (an obligation the breach of which endangers the achievement of the purpose of the contract) or a breach of cardinal obligations (obligations the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies); in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.

V. Transfer of Risk

(1) Unless otherwise stated in the order confirmation, delivery is agreed “ex works”.
(2) Special arrangements shall apply to the return of packaging.
(3) If the customer so wishes, we will cover the delivery with transport insurance; the customer will bear the costs incurred in this regard.

VI. Liability for defects

(1) The customer’s claims for defects presuppose that the customer has properly fulfilled its obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
(2) If the purchased item is defective, we are entitled, at our discretion, to subsequent performance in the form of remedying the defect or delivering a new, defect-free item. In the event of remedying the defect, we are obliged to bear all expenses required for the purpose of remedying the defect, in particular transport, travel, labour and material costs, provided that these are not increased by the fact that the purchased item was transported to a location other than the place of performance.
(3) If the subsequent performance fails, the customer shall be entitled, at his discretion, to demand withdrawal or reduction of the price.
(4) We are liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
(5) We shall be liable in accordance with the statutory provisions if we culpably breach an essential contractual obligation (an obligation the breach of which endangers the achievement of the purpose of the contract) or cardinal obligations (obligations the fulfilment of which makes the proper execution of the contract possible in the first place and on whose compliance the customer regularly relies); in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.
(6) To the extent that the customer is entitled to compensation for damages instead of performance, our liability is also limited within the scope of paragraph 3 to compensation for foreseeable, typically occurring damages.
(7) Liability for culpable injury to life, body or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(8) Unless otherwise provided above, liability is excluded.
(9) The limitation period for claims for defects shall be 12 months from the transfer of risk.
(10) The limitation period in the event of a delivery recourse according to Sections 478 and 479 of the German Civil Code (BGB) remains unaffected; it shall be 5 years from the delivery of the defective item.

VII. Total Liability

(1) Any liability for damages beyond that provided for in Section 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from negligence when concluding the contract,
due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB).
(2) The limitation pursuant to paragraph 1 shall also apply if the customer demands reimbursement of wasted expenditure instead of a claim for compensation for damages instead of performance.
(3) To the extent that liability for damages is excluded or limited towards us, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

VIII. Retention of title

(1) We retain title to the purchased item until all payments from the delivery contract have been received. If the customer breaches the contract, in particular if payment is delayed, we are entitled to take back the purchased item. Taking back the purchased item by us constitutes a withdrawal from the contract. After taking back the purchased item, we are entitled to dispose of it; the proceeds from the disposal are to be offset against the customer's liabilities - less reasonable disposal costs.
(2) The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it at his own expense against fire, water and theft damage to the replacement value. If maintenance and inspection work is required, the customer must carry this out in a timely manner at his own expense.
(3) 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 lawsuit in accordance with Section 771 of the Code of Civil Procedure. 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, the customer is liable for the loss incurred by us.
(4) The customer is entitled to resell the purchased item 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 that arise from the resale against his customer or third parties, regardless of whether the purchased item was resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority 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 proceeds received, does not fall into arrears and, in particular, no application has been made for the opening of composition or insolvency proceedings or payment has been suspended. However, if this is the case, we can demand that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents and inform the debtor (third party) of the assignment.
(5) The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the purchased item (final invoice amount including sales tax) to the other processed items at the time of processing.
In all other respects, the same applies to the item resulting from processing as to the purchased item delivered subject to reservation.
(6) If the purchased item is inseparably mixed with other items that do not belong to us, we acquire joint ownership of the new item in proportion to the value of the purchased item (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 proportionate joint ownership to us. The customer shall safeguard the sole ownership or joint ownership thus created for us.
(7) The customer also assigns to us the claims against third parties arising from the connection of the purchased item with real estate in order to secure our claims against him.
(8) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at our discretion.

IX. Place of jurisdiction – place of performance –

(1) If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we are entitled to sue the customer at the court of his or her place of residence.
(2) The law of the Federal Republic of Germany applies – the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
(3) Unless otherwise stated in the order confirmation, the place of performance shall be our registered office.