+49 (0) 8268 90990
I. General
(1) Our terms and conditions of sale apply exclusively; we do not recognize any conflicting or deviating terms and conditions of the customer 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, even with knowledge of conflicting or deviating terms and conditions of the customer.
(2) All agreements made between us and the customer for the purpose of executing this contract are set forth in writing in this contract.
(3) Our terms and conditions of sale apply only to businesses 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 non-binding unless otherwise stated in the offer.
(2) We reserve all proprietary and copyright rights to all illustrations, drawings, calculations, and other documents.
This also applies to written documents marked "confidential." The customer requires our express written consent before disclosing them to third parties.
III. Prices, Payment Terms
(1) Unless otherwise stated in the order confirmation, our prices are ex works, including packaging but excluding pallets.
We reserve the right to adjust our prices accordingly for contracts with an agreed delivery period of more than four months if, after conclusion of the contract, cost increases occur, particularly due to collective bargaining agreements or changes in material prices. We are obligated to do the same in the event of cost reductions. We will provide the customer with proof of both cost reductions and cost increases upon request, as soon as and to the extent that they have occurred. If the increase exceeds 5% of the agreed price, the customer has the right to terminate the contract (right of cancellation or withdrawal).
(2) Statutory value added tax is not included in our prices; it will be shown separately on the invoice at the legally applicable rate on the date of invoicing.
(3) Cash discounts require a separate written agreement.
(4) Unless otherwise stated in the order confirmation, the purchase price is due net (without deductions) within 30 days of the invoice date. The statutory provisions regarding the consequences of late payment apply.
(5) The customer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, they are only entitled to exercise a right of retention to the extent that their counterclaim is based on the same contractual relationship.
(6) Credit for bills of exchange and checks is subject to receipt and is credited with value dating from the day on which we can dispose of the proceeds. Expenses and costs are borne by the customer.
IV. Delivery time
(1) The commencement of the delivery period specified by us is contingent upon the clarification of all technical issues.
(2) Compliance with our delivery obligations is further contingent upon the timely and proper fulfillment of the customer's obligations. The right to raise the defense of non-performance of contract remains reserved.
(3) If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to claim compensation for the resulting damages, 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 goods passes to the customer at the time the customer is in default of acceptance or payment.
(5) We are liable in accordance with statutory provisions insofar as the underlying purchase agreement constitutes a fixed-date 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 statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that their interest in further performance of the contract has ceased.
(6) We are further liable in accordance with statutory provisions if the delay in delivery is based on a willful 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 based on a willful breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
(7) We are also liable in accordance with statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation (an obligation whose breach jeopardizes the achievement of the purpose of the contract) or a breach of cardinal obligations (obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies). In this case, however, liability for damages is limited to foreseeable, typically occurring damage.
V. Transfer of Risk
(1) Unless otherwise stated in the order confirmation, delivery is agreed to be "ex works".
(2) Special agreements apply to the return of packaging.
(3) If the customer so requests, we will cover the shipment with transport insurance; the customer shall bear the costs incurred in this respect.
VI. Liability for Defects
(1) The customer's warranty claims are conditional upon the customer having properly complied with their obligations to inspect and give notice of defects pursuant to Section 377 of the German Commercial Code (HGB).
(2) If the goods are defective, we are entitled, at our discretion, to remedy the defect by repair or by delivering a new, defect-free item. In the case of repair, we are obligated to bear all expenses necessary for remedying the defect, in particular transport, travel, labor, and material costs, unless these costs are increased because the goods were moved to a location other than the place of performance.
(3) If the remedy fails, the customer is entitled, at their discretion, to demand rescission of the contract or a reduction in price.
(4) We are liable in accordance with 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 agents. Unless we are found to have committed a willful breach of contract, our liability for damages is limited to foreseeable, typically occurring damages.
(5) We are liable in accordance with statutory provisions if we culpably breach a material contractual obligation (an obligation whose breach jeopardizes the achievement of the purpose of the contract) or cardinal obligations (obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the customer regularly relies); in this case, however, our liability for damages is limited to foreseeable, typically occurring damages.
(6) If the customer is entitled to compensation for damages instead of performance, our liability, even under paragraph 3, is limited 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 stipulated above, liability is excluded.
(9) The limitation period for claims based on defects is 12 months from the transfer of risk.
(10) The limitation period in the case of a supplier's recourse claim under Sections 478 and 479 of the German Civil Code (BGB) remains unaffected; it is 5 years from delivery of the defective item.
VII. Joint and several liability
(1) Any further 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 culpa in contrahendo (fault in contract formation),
other breaches of duty, or tortious claims for compensation for property damage pursuant to Section 823 of the German Civil Code (BGB).
(2) The limitation in paragraph 1 also applies if the customer, instead of claiming damages for non-performance, demands compensation for wasted expenses.
(3) To the extent that our liability for damages is excluded or limited, this also applies to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.
VIII. Retention of Title Security
(1) We retain title to the goods until receipt of all payments due under the delivery contract. In the event of a breach of contract by the customer, in particular in the event of default in payment, we are entitled to repossess the goods. Repossession of the goods by us constitutes a withdrawal from the contract. After repossession, we are authorized to sell the goods, and the proceeds of the sale shall be credited against the customer's liabilities, less reasonable costs of sale.
(2) The customer is obligated to treat the goods with care; in particular, the customer is obligated to insure them at their own expense against fire, water, and theft damage for their full replacement value. If maintenance and inspection work is required, the customer must carry it out promptly at their own expense.
(3) In the event of attachment or other intervention by third parties, the customer must notify us immediately in writing so that we can file a third-party action pursuant to Section 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the legal and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the customer shall be liable for the resulting loss.
(4) The customer is entitled to resell the purchased goods in the ordinary course of business; however, the customer hereby assigns to us all claims against its customers or third parties arising from such resale, up to the amount of the final invoice total (including VAT), regardless of whether the purchased goods were resold in their original state or after processing. The customer remains authorized to collect these claims even after assignment. Our right to collect the claims ourselves remains unaffected. However, we undertake not to collect the claims as long as the customer fulfills its payment obligations from the proceeds received, is not in default of payment, and, in particular, no application for the commencement of composition or insolvency proceedings has been filed or payments have been suspended. If this is the case, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtor (third party) of the assignment.
(5) Any processing or transformation of the purchased goods by the customer is always carried out on our behalf. If the purchased goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods (final invoice amount including VAT) relative to the other processed items at the time of processing.
The same applies to the item created through processing as to the purchased goods delivered under reservation of title.
(6) If the purchased goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased goods (final invoice amount including VAT) relative to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer's item is considered the principal component, it is agreed that the customer transfers proportionate co-ownership to us. The customer holds the resulting sole or co-ownership in trust for us.
(7) The customer also assigns to us, as security for our claims against them, any claims against third parties arising from the incorporation of the purchased item into real property.
(8) We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the secured claims by more than 10%; the selection of the securities to be released is at our discretion.
IX. Place of jurisdiction – Place of performance –
(1) If the customer is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to bring legal action against the customer at their 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 (CISG) is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business is the place of performance.
