Terms and Conditions
1. These Terms and Conditions apply to entrepreneurs, legal entities under public law and special funds under public law. Our deliveries and services are provided exclusively on the basis of the following Terms and Conditions. Any Terms and Conditions of the Buyer, which are not expressly accepted by us, are be valid. Our Terms and Conditions shall also apply even if we carry out the delivery to the Buyer without reservation in the knowledge that the Buyer’s Terms and Conditions conflict with or deviate from our Terms and Conditions.
2. In the case of a continual business relationship, our Terms and Conditions shall also become part of the contract if no explicit reference is made to them.
II. Quotes and orders
1. The prices in our quotes are non-binding. Orders placed with us, contract amendments and supplements as well as collateral agreements must be made in writing. Orders placed by telephone or in any other form shall be deemed to have been accepted if we confirm the order in writing, dispatch or hand over the goods.
2. If our order confirmation contains reasonable extensions, restrictions or other changes to the order, it will be assumed that the Buyer has accepted if it does not object immediately, but at the latest within 3 working days of receipt of the order confirmation.
3. The information and illustrations in brochures, drawings, instructions for use, quotes and other information material are approximate values customary to the industry. These shall only be binding if they have been explicitly designated as so by us.
1. Each party to the contract shall use all documents (including samples and data) and knowledge received from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties.
We reserve ownership rights and copyrights to drawings, illustrations, calculations and other technical documents. They may not be reproduced, used by third parties or made accessible to them – not even in part – without our prior written consent.
1. In the absence of a special agreement, prices “ex works” valid at the time of conclusion of the contract plus the applicable VAT shall apply. Additional costs such as packaging, freight, insurance and customs will be charged separately.
V. Payment conditions
1. All invoices are due for payment within 30 days of the invoice date. A discount amount is only deductible if this has been agreed with us. An agreed discount always refers to the invoice value only excluding freight and packaging and assumes the complete settlement of all due payables by the Buyer at the time of the discount. Unless otherwise agreed, discount periods shall begin from the invoice date. Invoice amounts of less than 50.00 euro are payable immediately and without discount.
2. If payment terms are not met, we shall be entitled to charge interest on arrears at the rate charged to us by the bank for overdrafts, but at least 8 percentage points above the respective base interest rate of the European Central Bank.
3. In the event of default in payment, we may suspend performance of our obligations until payment has been received following written notification to the Buyer.
4. Bills of exchange and cheques shall only be accepted by agreement and only on account of performance and subject to their eligibility for discount. Discount charges will be charged from the due date of the invoice amount. A guarantee for the timely presentation of the bill of exchange and cheque and for the protest of a bill of exchange is excluded.
1. Details of delivery times are approximate. Delivery times with warranty obligation require a written agreement.
2. The delivery period shall begin upon dispatch of our order confirmation and shall only apply subject to timely clarification of all details regarding the order and timely fulfilment of all obligations of the Buyer, such as provision of letters of credit and guarantees or payment of down payments. The delivery period shall be reasonably extended if the requirements of Section VII are met.
3. The delivery period is considered to have been met if the delivery item has left the Seller's works or if the Buyer has been informed that the item is ready for delivery by the end of the delivery period.
4. The Buyer is only entitled to withdraw from the contract if the Seller has failed to comply with the delivery date and it has unsuccessfully set the Seller a reasonable grace period.
VII. Force majeure
1. Force majeure, labour disputes, unrest, official measures, delivery failures by our suppliers and other unforeseeable, unavoidable and serious incidents shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these incidents occur at a time when the affected contractual partner is in default unless it has caused the default intentionally or through gross negligence. The contracting parties are obliged to provide the necessary information immediately within reasonable bounds and to adapt their obligations to the changed circumstances in good faith.
IIX. Dispatch and transfer of risk
1. Goods that are declared ready for dispatch must be accepted by the Buyer without delay. Otherwise we shall be entitled to dispatch them at our discretion or to store them at the expense and risk of the Buyer.
2. In the absence of a special agreement, we shall choose the means of transport and the route.
3. The risk shall pass to the Buyer upon handover to the forwarding agent or the carrier or upon commencement of storage, but no later than upon leaving the factory or warehouse regardless of whether the goods are transported by the Buyer’s own vehicles or those of third parties, carriage paid or with charges for freight costs.
4. We shall only provide insurance at the instruction and expense of the Buyer. Unloading duties and costs shall be borne by the Buyer.
IX. The fulfilment of all claims arising from business relations with the Buyer.
1. The Buyer is entitled to sell these goods in the ordinary course of business as long as it meets his obligations from the business relationship with us in good time. However, it may neither pledge the reserved goods nor assign them by way of security. It shall be obliged to secure our rights in the event of credited resale of the reserved goods.
2. In the event of breach of duty by the Buyer, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and take back the goods after the unsuccessful expiry of a reasonable deadline set for the Buyer; the statutory provisions regarding the dispensability of setting a deadline shall remain unaffected. The Buyer is obliged to return the goods. We shall be entitled to withdraw from the contract if a petition is made to open insolvency proceedings against the Buyer’s assets.
3. All claims and rights from the sale or potential rental of goods permitted by the Seller, to which we are entitled to property rights, shall be assigned by the Buyer to us by way of security. We hereby accept the assignment.
4. Any treatment or processing of the reserved goods shall always be carried out for us by the Buyer. If the reserved goods are processed or inseparably mixed with other objects that do not belong to us, we shall acquire co-ownership of the new object at the ratio of the invoice value of the reserved goods to the other processed or mixed objects at the time of processing or mixing. If our goods are combined or inseparably mixed with other movable objects to form a single item and if the other item is to be regarded as the main item, the Buyer shall assign us proportionate co-ownership insofar as the main item belongs to it. The Buyer keeps the property or co-ownership for us. For the item resulting from processing, combining or mixing, the same shall apply as for the reserved goods.
5. If the reserved goods are built into a property by the Buyer, the Buyer already assigns the resulting claim to remuneration in the amount of the value of the reserved goods (final invoice value including value added tax) with all ancillary rights, including those rights to granting a security mortgage with priority over the rest. If the Buyer has sold the claim within the framework of genuine factoring, it assigns the claim against the factor taking its place to the Seller. The Seller shall accept the assignment.
6. The Buyer must inform us immediately of any enforcement measures taken by third parties against the reserved goods, the claims assigned to us or other securities, immediately handing over the documents necessary for an intervention. This also applies to any other kind of interferences.
7. If the value of the existing securities exceeds the secured claims by more than 20 percent in total, we are obliged to release securities of our choice at the Buyer’s request.
X. Quality of the goods
1. Our goods are delivered in the standard quality and design, taking into account the tolerances for dimensions, weights and quality provisions due to the manufacturing process. If special quality tests and qualities are required by the Buyer, an agreement must be made beforehand regarding their execution.
XI. Material defects
1. Material defects in the goods must be reported in writing immediately, at the latest seven days after delivery. Defects that cannot be detected within this period, even with the most careful inspection, must be reported in writing immediately after detection, at the latest before expiry of the agreed or statutory limitation period, with immediate cessation of any treatment and processing. Any warranty claims are excluded after the respective deadlines have expired.
2. The quality of the goods shall be based exclusively on the agreed technical delivery specifications. If we have to deliver in accordance with drawings, specifications, samples, etc. from our contractual partner, it shall assume the risk of suitability for the intended purpose. The decisive factor for the contractual condition of the goods is the time of transfer of risk in accordance with Section VIII.
3. We shall not be liable for material defects caused by unsuitable or improper use, faulty assembly or commissioning by the Buyer or third parties, normal wear and tear, faulty or negligent handling, nor for the consequences of improper modifications or repair work carried out by the Buyer or third parties without our consent. The same applies to defects that only slightly reduce the value or suitability of the goods.
4. Claims for material defects are subject to a limitation period of 12 months. This shall not apply insofar as the law stipulates longer deadlines, in particular for defects in a building and for goods that have been used for a building in accordance with their usual use and that have caused the building’s defectiveness.
5. If an acceptance of the goods or an initial sample inspection has been agreed, the notification of defects, which the Buyer could have detected with careful acceptance or initial sample inspection, is excluded.
6. We must be given the opportunity to establish the defects reported. The goods complained of must be returned to us immediately; we will assume the transport costs where the notice of defect is justified. If the Buyer does not comply with these obligations or makes changes to the goods already complained about without our consent, it shall lose any claims for material defects.
7. In the event of a justified, timely notice of defect, we shall, at our discretion, repair the goods complained of or supply a defect-free replacement.
8. If we do not fulfil these obligations or do not fulfil them in accordance with the contract within a reasonable period of time, the Buyer may set us a final deadline in writing within which we must fulfil our obligations. After the unsuccessful expiry of this period, the Buyer may demand a reduction in price, withdraw from the contract or carry out the necessary repairs itself or have them carried out by a third party at our expense and risk. A reimbursement of costs is excluded if the expenses increase because the goods were taken to another location after our delivery, unless this corresponds to the intended use of the goods.
9. The Buyer’s statutory rights of recourse against us shall only exist insofar as the Buyer has not reached any agreements with its customer that go beyond the statutory claims based on defects. The last sentence of Clause 8 shall also apply mutatis mutandis to the scope of the rights of recourse.
XII. Other claims, liability
1. Insofar as nothing to the contrary results from the following, other and further claims of the Buyer against us are excluded. This applies in particular to claims for damages due to breach of duties arising from the contractual obligation and tort. We are therefore not liable for damages that have not occurred to the delivered goods themselves. Notably we shall not be liable for loss of profit or other financial loss of the Buyer.
2. The aforementioned limitations of liability shall not apply in the event of intent, gross negligence on the part of our legal representatives or executive employees or in the event of culpable breach of essential contractual obligations. In the event of culpable breach of essential contractual obligations, we shall be liable – except in cases of intent or gross negligence on the part of our legal representatives or executive employees – only for reasonably foreseeable damage typical to the contract.
3. Furthermore, the limitation of liability shall not apply in cases in which liability is assumed under the Product Liability Act for personal injury or material damage to privately used objects in the event of defects in the delivered goods. It shall also not apply in the event of injury to life, limb or health and in the absence of guaranteed qualities, if and insofar as the purpose of the guarantee was precisely to protect the Buyer against damage that did not occur to the delivered goods themselves.
4. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, legal representatives and vicarious agents.
5. The statutory regulations regarding the burden of proof remain unaffected by this.
XIII. Place of performance, place of jurisdiction and applicable law
1. Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.
2. The place of jurisdiction for all legal disputes, also within the framework of a bill of exchange and cheque process, shall be our registered office. We are also entitled to take legal action at the Buyer’s place of business.
3. The law of the Federal Republic of Germany shall apply exclusively to the contractual relationship. The application of the United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG - “Vienna Convention”) is excluded.
XIV. Partial ineffectiveness
1. If an individual provision in these Terms and Conditions is or becomes invalid, the validity of the remaining provisions shall remain unaffected.