The conditions set out below shall apply to all our deliveries, services and offers in commercial business with companies, i.e. natural persons, legal entities or partnerships that have legal capacity and which pursue their commercial and independent activity in the conclusion of the contract and the placement of purchase orders (§ 14 (1) BGB (German Civil Code)) as well as legal entities governed by public law and special funds under public law. These General Terms & Conditions shall not apply to consumers as defined by § 13 of the Civil Code.
Our general terms of delivery and payment shall apply exclusively. Conflicting conditions or conditions of the ordering party that differ from our conditions or agreements shall only be effective insofar as they are confirmed by us in writing.
A purchase order placed by the customer shall constitute a binding offer. We shall be entitled to accept this offer within two weeks by sending an order confirmation or the ordered goods.
We reserve the right to make changes or variations to our deliveries or services, in particular on account of design changes or product changes - insofar as they are reasonable for the customer.
The general delivery period shall be three weeks insofar as no longer period is required within the framework of a necessary credit check. If the supplied object has to be manufactured in accordance with customer specifications or after clarification of technical questions, the delivery period shall commence on the agreed date for completion of manufacture.
Compliance with our delivery obligation shall depend on punctual and correct fulfilment of the customer’s obligations.
Delivery shall be ex-works at the risk of the customer to the delivery address stated by the customer. This shall apply even if the delivery is made from a location other than our warehouse. We shall not be required to make deliveries abroad; if no delivery address in this country is stated, we may make the goods available for collection. Insurance for the dispatch shall be taken out only upon request and at the expense of the ordering party.
In the case of force majeure, especially natural disasters and unforeseeable transport disruptions and restrictions not associated with our company and in cases of legal industrial action (strikes, lockouts) we shall be exempted from our delivery obligation to the extent and for the duration of the effect, but for a maximum period of six weeks. If the effect continues after this period, both we and the customer shall have the right to withdraw from the contract. The right to adduce evidence of fault on our part relating to acceptance, due diligence or prevention shall remain unaffected.
Our invoices shall be due for payment without deduction within 14 days after the invoice date insofar as nothing to the contrary is stated in our order confirmation.
The customer shall only have a right to offset if their counterclaim is res judicata, undisputed or acknowledged by us. The customer shall not be entitled to exercise a right of retention (§§ 273, 320 of the Civil Code).
Our prices are net without deductions, i.e. they are stated without VAT, freight and packing. Any discount shall require a separate written agreement.
We reserve the right to increase our prices if cost increases occur after conclusion of the contract, in particular due to collective bargaining agreements or increases in prices of materials and there is a period of more than two months between conclusion of contract and the agreed delivery date. We shall provide the customer with evidence of price increases upon request.
In the event of payments being suspended, bill protests, impaired credit standing and reliability of the customer as well as other events that jeopardise or could jeopardise proper processing of the transaction, we shall be entitled to cancel our duty of performance and to withdraw from the contract insofar as the customer is not willing to accept an arrangement for performance against simultaneous payment or provision of collateral despite a request.
In the case of non-availability of the ordered goods not caused by us, we shall likewise be entitled to withdraw. We undertake to inform the customer about non-availability immediately and to reimburse any counter-performances immediately.
All illustrations in our advertising (catalogue, internet, flyers etc.) reflect the relevant objects at the time of printing or initial publication of the relevant advertising; we reserve the right to make subsequent technical alterations or other changes. Prices stated shall not be binding and shall be subject to change without notice.
Furthermore, the illustrations in our advertising may depict individual items in special designs or with accessories not included in the basic price for the standard design.
The customer may only assert claims for defects if they have complied with the responsibilities for checking and notification specified in § 377 HGB (German Commercial Code).
§ 377 of the German Commercial Code shall apply to our commercial and other corporate customers.
The customer shall be deemed not to have complied correctly with their duty of notification at the latest if the notification has not been effected within 10 working days of delivery in the case of visible defects.
In the case of hidden defects, paragraph 3 above shall apply but with the condition that the notification must have been effected within 10 working days after discovery of the defect..
We shall rectify defects after corresponding notification by the customer within an expiry period of 1 year from the time of delivery or acceptance. This shall ensue at our discretion by cost-free rectification or a replacement delivery (subsequent performance).
If it is not possible to rectify the defect within a reasonable period or if rectification or replacement delivery is unsuccessful for other reasons the customer may, at their discretion, demand a corresponding reduction in price or withdraw from the contract in relation to the defective performance..
Unsuccessful rectification or replacement delivery shall only be presumed if we have been granted adequate opportunity for rectification or replacement delivery without the required success being achieved, if the rectification or replacement delivery is impossible or if it is refused by us or delayed to an unreasonable extent.
Any guarantee shall cease to apply if the customer modifies the supplied object or has it modified by third parties. This shall not apply if the customer proves that the defect in question was not caused by changes made by the customer or the third party. The same shall apply if the customer uses the supplied object under operating conditions other than the intended ones.
The above provisions shall also apply in cases where guarantee claims are asserted by consumers in relation to the customer or to parties making purchases from the customer; §§ 478, 479 of the Civil Code shall not apply in this respect. Insofar as the customer's interests are not addressed adequately in such cases by rectification or subsequent delivery in accordance with the above provisions, the customer shall have a claim - even beyond the expiry period specified in paragraph 1 but within the expiry period of § 479 (2) of the Civil Code - for appropriate compensation in the form of a merchandise credit for the value of the relevant defective product.
The statutory expiry periods in accordance with §§ 438 (1) No. 2, (3) of the Civil Code and §§ 634a (1) No. 2, (3) of the Civil Code and the liability limitations in accordance with § 10 shall remain unaffected.
We shall defend the customer against all claims asserted within the expiry period for defects in title (paragraph 4) based on violation of an industrial property right or copyright due to the supplied object being used in compliance with the contract. We shall only be liable for losses caused by defects of title, in particular costs imposed on the customer by a court and compensation amounts, insofar as the customer has notified us about such claims in writing immediately and has reserved for us the right to take all defensive measures and to conduct settlement negotiations.
If claims in accordance with paragraph 1 have been asserted against the customer or if this is expected, we may modify the supplied object at our own cost to a degree that is reasonable for the customer or exchange it. If it is impossible or it is not possible to bring about a right of use with reasonable expense, the rights of the customer shall be based on the corresponding applicable provisions of § 8 paragraph 2.
We shall have no obligations if the claims in accordance with paragraph 1 are based on materials, drawings or construction plans provided by the customer.
The expiry period for claims for defects of title shall be one year from the time of delivery. § 8 paragraph 5 shall apply correspondingly.
The statutory expiry periods in accordance with §§ 438 (1) No. 2, (3) of the Civil Code and §§ 634a (1) No. 2, (3) of the Civil Code as well as the liability limitations in accordance with § 10 shall remain unaffected.
We shall be liable for loss or damage caused by us, irrespective of the legal basis, only if the loss or damage
a) was caused by a culpable breach of a fundamental contractual duty or in a manner that jeopardises achievement of the purpose of the contract or
b) is due to gross negligence or intentional action.
If we are liable in accordance with paragraph 1 a) for a breach of a fundamental contractual duty in a case where there is no gross negligence or intentional action, liability shall be limited to the scale of loss or damage that could typically be expected by us at the time of conclusion of contract on the basis of the facts known to us at that time.
The above liability limitation in accordance with paragraph 2 shall apply in the same way for losses caused on the basis of gross negligence or intentional action by our employees or agents who are not our directors or managerial employees.
In the cases of paragraphs 2 and 3 we shall not be liable for indirect loss or damage, for loss or damage caused by defects or for lost profit.
The scale of loss or damage deemed to be foreseeable shall in no case exceed the cover level of our business liability insurance amounting to EUR ....
The liability limitations in accordance with paragraphs 1 to 5 shall apply correspondingly in favour of our employees and agents.
Our liability for bodily injury and liability in accordance with §§ 1, 4 of Germany’s Produkthaftungsgesetz (Product Liability Act) shall remain unaffected.
Our copyrights and other industrial property rights relating to the objects supplied by us and any accompanying materials shall remain unaffected.
We shall retain ownership of the supplied object until the time of receipt of all payments from the business relationship with the customer. If payment by the customer is overdue or the customer fails to fulfil other essential contractual obligations, we may withdraw from the contract and demand return of the reserved goods. The customer must tolerate the recovery of goods and must grant us access to their business premises for this purpose.
The customer shall be entitled to sell reserved goods in the context of a proper business operation. Any other commercial utilisation, in particular assignment as collateral or pledging, is prohibited for the customer. The customer must preserve the reserved goods free of charge and insure them adequately, in particular against fire and theft. Claims from an insurance case relating to the reserved goods are assigned to us at this time at the level of the value of the reserved goods..
In the case of seizures or other interventions by third parties the customer must notify us in writing immediately to enable us to instigate an action to oppose execution of a judgement brought by the third party claiming title to attached property in accordance with § 771 ZPO (German Code of Civil Procedure). Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of an action in accordance with § 771 of the Code of Civil Procedure, the customer shall be liable to us for the shortfall incurred.
The customer assigns to us upon conclusion of contract at the value of the final invoice amount (including VAT) all claims that the customer has against purchasers or third parties from further sale of the goods, irrespective of whether the further sale was permitted in the individual case. The customer shall still be permitted to collect this receivable even after assignment. Our entitlement to collect the receivable ourselves shall remain unaffected. We undertake, however, to refrain from collecting receivables as long as the customer complies with their payment obligations from the collected proceeds, is not overdue with payments and in particular provided no application has been made for opening of insolvency proceedings and there is no suspension of payments.
However, in this event, we may demand that the customer must notify us of the assigned claims and the debtors relating to them, provide all information necessary for collection, hand over the associated documentation and notify the debtors (third parties) about the assignment.
The processing or remodelling of the supplied object by the customer shall in all cases be carried out for us. If the supplied object is processed with other objects not belonging to us, we shall acquire co-ownership of the new item at the ratio of the value of the purchased item to the other processed objects at the time of processing. Otherwise, the same conditions that apply for objects supplied with reservation shall apply to the item created by processing.
We undertake, upon demand by the customer, to release the collateral to which we are entitled insofar as the value of our collateral exceeds the receivables to be secured by more than 20%; we shall decide which collateral to release.
German law exclusively shall apply to the contractual relationship with our customers. Application of the uniform UN sales law (CISG) shall be excluded. Insofar as regulations of other legal systems cannot be changed by contract according to international provisions for conflict of laws applicable in Germany, they shall remain unaffected.
The place of jurisdiction shall be our registered office; we shall, however, be entitled to bring a legal action against the customer at the location of their registered office.