General Terms & Conditions (T&Cs)
These general terms and conditions (T&Cs) apply to our business relationships with our customers. The general terms and conditions only apply if the customer is an entrepreneur (§ 14 BGB [German Civil Code]), a legal person under public law or a public law special fund. Our deliveries, services and offers take place exclusively on the basis of the following conditions, namely for all types of delivery contracts. The general terms and conditions shall also apply to all future business relationships, even if these are not expressly agreed once again. These general terms and conditions are considered to have been accepted at the latest at the time of receipt of the goods or services. Deviating terms and conditions on the part of the customer are hereby rejected; we shall not be bound by these conditions even where we perform delivery without a separate reservation.
II. Offers and services
1. All offers and agreements, including ancillary undertakings, are subject to confirmation and are non-binding until our confirmation in text form. This also applies to agreements concluded by our representatives and sales carried out by them.
2. We reserve the ownership rights and copyright in relation to illustrations, drawings, calculations and other documents, as well as individual and sample pieces and pilot series in smaller quantities which have been issued for inspection and testing; these may not be made accessible to third parties. This applies in particular to such written documents, documentation and drawings which are designated as “confidential” or which are to be considered as confidential according to the circumstances. The customer requires our written agreement in text form prior to providing such documents to third parties. We expressly reserve the right to register our own patents and other property rights in relation to developments and other products and constructions created by us. Offers and documents which are not performed must be returned to us immediately upon our request.
1. Unless otherwise expressly confirmed by us, all prices are ex-works plus packaging and value added tax to the legally applicable amount.
2.Should the delivery date be more than six months following receipt of the order, a price increase is permitted where this is due to circumstances which do not arise until after receipt of the order.
3. In case of merchants, we are entitled to increase the prices between the time of conclusion of the contract and the time of delivery, should the prime costs subsequently increase by more than 15% during this period.
4. Unless otherwise agreed, the net purchase price (without deduction) is payable within 30 days of the date of the invoice. Should the customer default in payment, we are entitled to charge default interest to the sum of 9% points above the respective base rate of interest of the Deutsche Bundesbank. We reserve the right to bring claims for payment default which go beyond the above.
5. The customer shall only have the right to retain payments or offset such payments with counterclaims where these counterclaims are undisputed or have been recognised by a court. A right of retention only exists if the counterclaim of the customer refers to the same contractual relationship.
6. Cheque payments and rediscountable bills of exchange are only accepted on account of performance, bills of exchange only following a special agreement. Discount charges are generally borne by the customer. Regardless of the duration of a bill of exchange, our claims shall be payable where circumstances become known which cast justifiable doubt over the creditworthiness of the customer.
IV. Delivery time
1. Commencement of the delivery time stated by us is subject to the clarification of all technical questions, as well as timely receipt of all documents, drawings, devices, approvals, specifications and other co-operation actions to be provided by the customer. The delivery time shall be considered to be extended accordingly if these requirements are not met.
2. Should non-compliance with the delivery time be due to events of force majeure, labour disputes or other events which are outside of our area of influence, the delivery time shall be reasonably extended. We will inform the customer of the start and end of such circumstances as soon as possible. The following are deemed to represent non-availability of the service as stated above: travel or operational disruptions, lack of raw materials or energy, or late self-supply on the part of our supplier where we have concluded a congruent hedging transaction, neither we nor our supplier are at fault, or where we are not obliged to carry out procurement in the individual case. Should the service not be available within the new delivery deadline which has been communicated or should the service only be possible with unreasonable performance difficulties, we are entitled to withdraw from the contract in full or in part; any consideration which has already been provided by the customer will be refunded by us immediately. In such a case, damages claims on the part of the customer shall be excluded, except in case of intent or gross negligence on our part.
3. Should the customer set us a reasonable extension with a threat of withdrawal in case of further delay, the customer shall be entitled to withdraw from the contract following failure to meet the new deadline. In such a case, the customer shall only be entitled to damages claims if the delay is due to intent or gross negligence.
4. The occurrence of our delivery default shall be determined in accordance with the statutory regulations. However, in all cases it is necessary for the customer to issue a warning. In the event we are at fault for a delay in delivery, the customer may request fixed sum compensation for its losses which have been incurred due to the delay. The fixed compensation shall amount to 0.5% of the net price (delivery value) for each completed calendar week of delay. However, the sum shall be limited to a maximum of 5% of the delivery value of the goods which are delayed. We reserve the right to provide proof that the customer has not suffered a loss or that the loss is significantly less than the fixed sum stated above.
5. The rights of the customer in accordance with Section VII of these T&Cs and our statutory claims (in particular in case of an exclusion of a performance obligation, for example due to impossibility or unreasonableness of the service and/or supplementary performance) shall remain unaffected.
6. Should the customer default in acceptance or breach other co-operation obligations, we shall be entitled to bring a claim for the losses incurred by us, including any additional expenses. In such a case, the risk of possible loss or deterioration of the object of purchase shall be transferred to the customer at the time when we notified the customer of readiness for dispatch or at the time when acceptance default occurred. We are entitled to provide partial deliveries.
V. Transfer of risk
1. The risk shall be transferred to the customer once the shipment has been handed over to the delivery company or has left our warehouse for the purpose of dispatch. The goods are shipped at the risk of the customer, even if we assume transport costs to the location of use.
2. Should the customer so request, we will cover the delivery by taking out transportation insurance; the costs of said insurance shall be borne by the customer.
1. The warranty rights of the customer are subject to it having properly complied with its inspection and complaint obligations required under § 377, 378 of HGB [German Commercial Code].
2. Should the object of delivery demonstrate a defect for which we are responsible or should guaranteed property be missing, we are entitled and obliged to remedy the defect free-of-charge or provide a replacement delivery at our discretion. The prerequisite for the above is that the goods in relation to which a complaint has been raised are made available for inspection.
3. Should we not be prepared or in the position to correct the defect or provide a replacement delivery, or where such remedy or replacement is delayed beyond a reasonable extension period for reasons for which we are responsible or where such remedy or replacement otherwise fails, the customer shall be entitled to request a reduction or withdraw from the contract at its own discretion.
4. The warranty obligations shall last for twelve months from the time of transfer of risk. This is a limitation period and also applies to claims to the reimbursement of consequential losses connected to defects following a positive breach of contract, culpa in contrahendo, unless claims are being brought in tort.
VII. Liability, exclusion of liability
1. Unless otherwise stated in these T&Cs (including the following provisions), we shall be liable in the event of a breach of contractual or non-contractual obligations in accordance with the statutory regulations.
2. Regardless of legal reason, we shall be liable in the event of intent and gross negligence within the framework of liability for fault. In reservation of statutory limits of liability (for example care in one’s own matters, minor breach of obligation), we shall only be liable in the event of simple negligence as follows:
a) for losses due to injury to life, body or health; or
b) for losses due to a breach of an essential contractual obligation (obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the contracting partner regularly relies and may rely). However in such a case, our liability shall be limited to the reimbursement of losses which are foreseeable and occur typically.
3. The limits of liability stated in Paragraph 2 shall also apply to breaches of obligations by and/or in favour of persons whose fault is our responsibility in accordance with the statutory regulations. The limits of liability shall not apply should we have fraudulently concealed a defect or provided a guarantee in relation to the quality of the goods. The limits of liability also do not apply to claims of the customer under the Produkthaftungsgesetz [German Product Liability Act].
4. The customer may only withdraw from or terminate the contract due to a breach of obligation that does not consist of a defect where we are responsible for this breach of obligation. A free right of termination of the customer (in particular in accordance with §§ 650, 648 BGB) is hereby excluded. Otherwise, the statutory requirements and legal consequences shall apply.
VIII. Reservation of ownership
1. All deliveries take place under reservation of ownership until full payment has been made. Should the customer be a merchant, we reserve the ownership of the goods delivered by us until all claims we have against the customer under the business relationship have been fulfilled. In the case of a running account, the reservation applies as security for our balance claim. Our rights arising from the reservation of ownership shall also apply until the full release from contingent liabilities, in particular guarantees or liabilities under bills of exchange which we have entered into in the interest of the customer in connection with a cheque/bill of exchange covering transaction.
2. The processing or reshaping of the goods subject to reservation of ownership by the customer is always carried out for us. Should our goods subject to reservation of ownership be processed with other objects not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the reserved property to the other processed objects at the time of processing. Otherwise, the same shall apply to the item which is created by processing as applies to the item of purchase delivered under reservation.
3. The customer is entitled to re-sell the reserved property in the course of ordinary business dealings. However, the customer is hereby now assigning to us all claims to the sum of our invoice value which are acquired by the customer against its consumers from the re-sale, regardless of whether the reserved property has been sold on without or following processing. We are obliged not to collect the assigned claim, provided that the customer complies with its payment obligations, does not enter payment default and in particular providing that no application for the opening of bankruptcy or settlement proceedings has been filed and providing that no suspension of payments has taken place. Should this be the case, we can request that the customer notifies us of the assigned claims and their debtors, provides all necessary information for the collection, hands over the relevant documents and notifies the debtors of the assignment.
4. This advance assignment also applies to other proceeds or surrogates to which the customer is entitled from third parties, for example arising from damage or loss, regardless of legal reason.
5. In case of attachments or other third-party attacks, the customer must immediately notify us in writing, so that we can claim our ownership rights. The costs of any interventions shall be borne by the customer.
6. We are obliged to release securities to which we are entitled following a request by the customer, to such an extent that the realisable value of our securities exceeds the claims to be secured by more than 10%.
IX. Place of performance, place of jurisdiction
1. Should the customer be a registered merchant, the place of jurisdiction shall be our place of business. However, we are also entitled to bring a lawsuit against the customer at its place of residence.
2. Unless otherwise stated in the order confirmation, the place of performance shall be our place of business.
3. The law of the Federal Republic of Germany shall apply to these T&Cs and the contractual relationship between ourselves and the customer, to the exclusion of international uniform law, in particular the United Nations Convention governing the International Sale of Goods.