Terms of Service

Our general terms and conditions of sale (GTC) apply to all our business relationships with our clients (hereinafter also referred to as contractual partners). Our terms and conditions only apply if the client is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
Our terms and conditions apply to all deliveries, services and offers, in particular to all contracts for the sale of moveable items (hereinafter also referred to as goods) regardless of whether we manufacture the goods ourselves or buy them from suppliers (§§ 433, 651 BGB).
Our terms and conditions also apply to all future deliveries and services or offers, even if they are not separately agreed again.
Our terms and conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of our contractual partner will only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent applies in any case, for example even if we carry out the delivery or service to the contractual partner without reservation with knowledge of the terms and conditions.
References to the validity of legal regulations only have a clarifying meaning; The statutory provisions therefore apply even without such a clarification, unless they are directly amended or expressly excluded in these terms and conditions.
Legally relevant declarations and notifications that our contractual partner must submit to us after the contract has been concluded (e.g. setting deadlines, notifications of defects, declarations of withdrawal or reduction in price) must be made in writing to be effective.

Offer, conclusion of contract

Our offers are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. This also applies if we have provided our contractual partner with technical documentation (drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents – also in electronic form.
In principle, only the product description applies to the quality of the goods. Public statements, promotions or advertising statements on our part or by the manufacturer do not constitute an agreement on the quality of the goods.
We can accept orders from our contractual partner within 14 days of receipt.
The acceptance can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the contractual partner.
The conclusion of the contract is subject to timely and faultless self-delivery by our suppliers. However, this only applies in the event that we have concluded congruent cover transactions with our suppliers and we are not responsible for late delivery or non-defect-free self-delivery. We will inform our contractual partner immediately about the unavailability of the services of our suppliers.
The written contract, including these general terms and conditions, is decisive for the legal relationship between us and our contractual partner. These completely reflect all agreements between us and our contractual partner. Verbal promises on our part before the conclusion of this contract are not legally binding. Oral agreements between the contracting parties are replaced by the written contract, unless it is expressly stated in each case that they are binding.
Supplements and changes to the agreement made, including these terms and conditions, must be made in writing to be effective. With the exception of managing directors and authorized signatories, our employees are not entitled to make oral agreements that deviate from this.
Information on our part on the subject of the delivery or service, e.g. B. Weights, dimensions, utility values, load capacity, tolerances and other technical data as well as our representations of the same, e.g. B. in drawings and other illustrations, are only approximately relevant, unless the usability for the contractually intended purpose requires an exact match. The above information is not a guaranteed quality, unless the guarantee is expressly made in writing, but rather descriptions or identifications of our delivery or service. Customary deviations and deviations that occur due to legal regulations or represent technical improvements are permissible as long as they do not impair the usability for the contractually intended purpose. We reserve the right to make changes in color, shape and / or weight, provided they are reasonable for the contractual partner.
We reserve the ownership or copyright to all offers and cost estimates made by us as well as drawings, images, calculations, brochures, tools and other documents or aids made available to our contractual partner. Our contractual partner may not make these items available to third parties either as such or with regard to their content, or disclose them, use or reproduce them himself or through third parties without our express consent. Upon our request, our contractual partner must return such items to us in full, destroy any copies that may have been made and delete electronically stored information of the above-described items.
The provision of samples is generally subject to a charge. Samples only serve to specify the condition and do not constitute a guarantee.
A free right of termination of the client, in particular according to §§ 641, 649 BGB, is excluded.
Tools and devices, insofar as they are not provided by our contractual partners, are and remain our property. Unless otherwise agreed, this also applies if our contractual partner participates in tool costs or if these are borne by him as part of a full cost calculation.

Remuneration, terms of payment, set-off, etc.

The prices apply to the scope of services and scope of delivery listed in the order confirmations. Additional or special services will be charged separately. The prices are in EURO (€) ex works plus packaging, statutory sales tax, for export deliveries plus customs as well as plus fees and other public charges.
In the case of sales by mail order, the customer bears the transport costs ex works and the costs of any transport insurance requested by the customer.
Unless otherwise agreed, our contractual partner is obliged to pay within 14 days of invoicing and delivery of the goods.
The client is only entitled to set-off or retention rights insofar as their claim has been legally established or is undisputed. In addition, rights of retention can only be asserted if they result from the same contractual relationship.
If, after the conclusion of the contract, it becomes apparent that our claim, in particular our claim to the purchase price, is jeopardized by the inefficiency of our contractual partner (e.g. by an application to open insolvency proceedings), we are in accordance with the statutory provisions to refuse performance and – if necessary after setting a deadline – entitled to withdraw from the contract (§ 321 BGB). In the case of contracts for the production of non-justifiable items (custom-made items), we can declare our withdrawal immediately; the statutory regulations on the dispensability of setting a deadline remain unaffected.

Delivery deadlines, delays in delivery, partial deliveries, call-offs, etc.

Deadlines and dates for deliveries and services promised by us are always approximate, unless a fixed period or a fixed date has been expressly promised or agreed. If dispatch has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with the transport.
The start of the delivery time specified by us presupposes the clarification of all technical questions. Furthermore, the timely and proper fulfillment of the contractual obligations and obligations of our contractual partner is a prerequisite. If a sample is to be released, it is a prerequisite that our contractual partner issues the sample release immediately after the samples have been submitted, and, if necessary, immediately notifies the reasons for such release.
We can – without prejudice to our rights from default of our contractual partner – demand an extension of delivery and service deadlines or a postponement of delivery and service dates by the period by which our contractual partner does not meet its contractual obligations and / or obligations towards us.
We are not liable for impossibility of delivery or for delays in delivery, insofar as these are due to force majeure or other reasons. Events that were not foreseeable at the time of the conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in material or energy procurement, transport delays, strikes, lawful lockouts, shortages of labor, energy or raw materials, difficulties in obtaining the necessary official permits, official measures or the missing, incorrect or untimely delivery by suppliers, pandemics and the resulting circumstances) for which we are not responsible. If such events make the delivery or service significantly more difficult or impossible for us and the hindrance is not only of temporary duration, our contractual partner is entitled to withdraw from the contract. In the case of temporary obstacles, the delivery and service deadlines are extended or the delivery and service dates are postponed by the time of the hindrance plus a reasonable start-up time. If our customer cannot be expected to accept the delivery or service as a result of the delay, he can withdraw from the contract by giving us an immediate written declaration.
The occurrence of our delay in delivery is determined by the statutory provisions. In any case, a reminder from our contractual partner is required.
We are entitled to partial deliveries and partial services if the partial delivery can be used by our contractual partner within the scope of the contractual intended purpose and the delivery of the remaining goods ordered is ensured and our contractual partner does not incur any significant additional work or additional costs, unless we declare ourselves to be Ready to take over these costs
If we owe delivery on call, calls must be made within twelve months of the order confirmation at the latest, unless otherwise agreed in writing. We are entitled to deliver and to assert our claims even without calling our contract partner after the above, if necessary the different calling period has expired. The contractual partner is then obliged to accept and pay.
If we fall behind with a delivery or service or if a delivery or service becomes impossible for us – for whatever reason – our liability is limited to compensation in accordance with Regulation VIII. (Liability, Limitations of Liability).

Retention of title

We reserve title to the goods until all claims from the current business relationship have been settled in full. We also reserve ownership until we have received all payments from any current account relationship with our client. The reservation also applies to the recognized balance.
The goods subject to retention of title may not be pledged to third parties or assigned as security before all secured claims have been paid in full.
Our client keeps the goods subject to retention of title for us free of charge.
The processing or transformation of the delivery item by the customer is always carried out for us. If the delivery item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the delivery item (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the item created through processing as to the goods delivered under reservation.
If the delivery item is inseparably mixed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (final invoice amount including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the client’s item is to be regarded as the main item, it is agreed that the client transfers proportional co-ownership to us. Our client keeps the sole ownership or joint ownership for us.
The client is entitled to resell and / or process the goods in the ordinary course of business. However, he already now assigns to us all claims that arise from the resale against third parties. We hereby accept the assignment. After assignment, the customer is entitled to collect the claim for our account until revocation or until his payments or business operations are ceased or until an application for the opening of insolvency proceedings is submitted. Claims that the client has assigned to us in the above context cannot be assigned to third parties. The same applies to pledges. Transfers by way of security are not permitted.
In the event of default in payment by the client as well as in the event of payment and / or cessation of business and in cases of filing an application to open insolvency proceedings, we can demand that our contractual partner disclose the claims assigned to us and their debtors and, in turn, provide all information necessary for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment. The right on our part to assign in such cases to uncover and collect the claims itself remains unaffected.
The client is obliged to treat our sole or co-ownership with care. If maintenance and inspection work is required, he must carry this out regularly at his own expense.
The client is obliged to notify us immediately of any third party access to our sole or co-ownership, for example in the event of a seizure. The same applies to any damage or destruction of the goods. The client must also notify us immediately of a change in ownership of the goods or a change of residence.
If the client violates the above obligations listed under paragraph 8 and paragraph 9 as well as any other breach of contract by the client, in particular if the purchase price is not paid on the due date, we are entitled to demand the return of the goods; this also applies if we do not withdraw from the contract at the same time. If the customer does not pay the purchase price due, we can only demand the return of the goods if we have previously unsuccessfully set the customer a reasonable deadline for payment or if such a deadline is dispensable according to the statutory provisions. Taking back the goods by us does not mean that the customer is withdrawing from the contract, unless we have expressly stated this in writing. In the event of the suspension of business or payments as well as – subject to the rights of an insolvency administrator – in insolvency proceedings, the preceding sentences apply accordingly. After taking back the goods, we are authorized to dispose of them. The sales proceeds are to be offset against the contractual partner’s liability – minus reasonable sales costs.
We undertake to release the securities to which we are entitled at the request of the contractual partner insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of which to be released

Transfer of risk, acceptance, default in acceptance

Deliveries are made ex works. The place of performance is also located there. At the request and expense of the client, the goods will be sent to a different destination (sale by dispatch). Unless otherwise agreed, we are entitled to the determine the type of shipment (in particular transport company, shipping route, packaging) yourself. We will only insure the shipment against theft, breakage, transport, fire or water damage or other insurable risks at the express request of our client and then at his own expense.
We do not take back transport and all other packaging in accordance with the packaging ordinance; they become the property of the client; except for pallets and euro mesh boxes.
The risk of accidental loss and accidental deterioration of the goods is transferred to the customer at the latest when the goods are handed over. In the case of sales by mail, however, the risk of accidental loss and accidental deterioration of the goods is transferred to the forwarding agent, the carrier or the person or institution otherwise assigned to carry out the shipment when the goods are delivered. If acceptance has been agreed, this is decisive for the transfer of risk. In addition, the statutory provisions of the law on contracts for work and services apply accordingly to an agreed acceptance. The transfer or acceptance is the same if the client is in default of acceptance.
Insofar as an acceptance is provided for by law or contractually agreed, the goods are deemed accepted when the delivery has been completed and we have notified our client of this with reference to the acceptance fiction according to this paragraph and requested him to accept and 12 working days have passed since delivery or our client has started to use the purchased item and in this case 12 working days have passed since delivery and our client has accepted the acceptance within this period for a reason other than a defect reported to us that makes the use of the purchased item impossible or significantly impairs it, has failed.
If the customer is in default of acceptance, if he fails to cooperate or if our delivery is delayed for other reasons for which the customer is responsible, we are entitled to demand compensation for the resulting damage including additional expenditure (e.g. storage costs). The storage costs amount to 0.25% of the net invoice amount of the delivery items to be stored per week or part thereof plus sales tax. Proof of higher damage and our statutory claims remain unaffected; however, the flat rate is to be offset against further monetary claims. The client is allowed to prove that we suffered no damage at all or only significantly less damage than the above flat rate.

Rights of the contractual partner in the event of defects

The statutory provisions apply to the customer’s rights in the event of material defects and defects of title (including incorrect and short deliveries as well as improper assembly or inadequate assembly instructions), unless otherwise stipulated below. In all cases, the statutory provisions remain unaffected for the final delivery of the goods to a consumer (supplier recourse according to §§ 478, 479 BGB).
Insofar as the quality has not been agreed, the statutory regulation must be used to assess whether or not there is a defect (Section 434 (1) sentence 2 and sentence 3, Section 633 BGB).
The customer’s claims for defects presuppose that he has complied with any existing statutory inspection and notification obligations (§§ 377, 381 HGB). If a defect becomes apparent during the examination or later, we must be notified of this immediately in writing. The notification is deemed to be immediate if it is made within 8 calendar days, with timely sending of the notification being sufficient to meet the deadline. Irrespective of this duty to examine and notify, the client must report obvious defects (including incorrect and short deliveries) immediately, at the latest by the 8th day after delivery, whereby the timely dispatch of the notification is sufficient to set a deadline. If the client fails to properly examine and / or report the defect, our liability for the defect that has not been reported is excluded.
If the delivered item or service is defective, we can initially choose within a reasonable period of time whether we provide supplementary performance by eliminating the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse the selected type of supplementary performance under the legal requirements remains unaffected.
We are entitled to make the subsequent performance owed dependent on the client paying the due consideration. However, the client is entitled to withhold a portion that is reasonable in relation to the defect. The subsequent performance by us does not include the removal of the defective item or its re-installation if we were not originally obliged to install it.
The client has to give us the necessary time and opportunity for statutory supplementary performance, in particular to hand over the rejected goods for inspection purposes. In the case of a replacement delivery, the customer must return the defective item to us in accordance with the statutory provisions.
We shall bear the expenses required for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, if there is actually a defect. Unless otherwise agreed, the place of performance for subsequent performance is the registered office of our commercial branch; In any case, we do not bear any costs that increase because the delivery item or the service has been moved to a location other than the place of performance. However, if the customer’s request to remedy a defect turns out to be unjustified, we can demand that the customer reimburse the costs arising from this.
If the supplementary performance has failed or a reasonable deadline to be set by the customer for the supplementary performance has expired without success or is dispensable according to the statutory provisions, the customer can withdraw from the contract, reduce the purchase price, demand compensation or reimbursement of expenses and rights of retention (§ 320, § 321 BGB). In the case of minor defects, however, there is no right of withdrawal.
Claims of the client for damages or reimbursement of wasted expenses only exist in accordance with the following regulation in VIII. (Liability, limitations of liability) and are otherwise excluded. In a minor defect, however, there is no right of withdrawal.
10.The warranty does not apply if the customer changes the delivery item without our consent or has it changed by a third party and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the client has to bear the additional costs of the removal of defects resulting from the change.
When used goods are sold, they are sold to the exclusion of any liability for material defects, insofar as injury to body, health or life as well as gross negligence or intent does not form the basis for a claim on our part.
If a defect is due to our fault, our client can claim damages under the conditions specified in VIII. (Liability, Limitations of Liability).

Liability, limitations of liability

Unless otherwise stated in these general terms and conditions and the following regulations, we are liable in the event of a breach of contractual or non-contractual obligations in accordance with the relevant statutory provisions.
We are liable for damages – for whatever legal reason – in the event of willful intent and gross negligence.
We are only liable for simple negligence
Due to a breach of duty that does not consist of a defect, our client can only withdraw or terminate if we are responsible for the breach of duty. A free right of termination of the buyer, in particular according to §§ 651, 649 BGB, is excluded. In addition, the legal requirements and legal consequences apply.
The above limitations of liability do not apply in connection with a delay on our part in an agreed firm deal.
§ 478 BGB (recourse by the company) remains unaffected.

Statute of limitations

In deviation from the statutory regulations, the general limitation period for claims from material and legal defects is one year from delivery or service; if acceptance is provided for or agreed by law, the statute of limitations begins with the acceptance. This does not affect the duration of the statute of limitations in the case of buildings (Section 634a Paragraph 1 No. 2 BGB), recourse against suppliers (Section 479 BGB) and fraudulent intent (Section 438 Paragraph 3 BGB).
The above limitation periods also apply to contractual and non-contractual claims for damages by the customer based on a defect in the goods / service, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would result in a shorter limitation period in individual cases to lead. The limitation periods of the Product Liability Act remain unaffected in any case. Otherwise, only the statutory statute of limitations apply to claims for damages by the client in accordance with VIII. (Liability, limitations of liability).

Property rights, intellectual property, etc.

against claims due to the infringement of industrial property rights or copyrights of third parties.
If we manufacture according to the client’s instructions or if we provide deliveries or services according to the client’s specifications, the client is obliged to indemnify us against third-party claims.
In the event that the goods violate an industrial property right or copyright of a third party, we will, at our option and at our expense, modify or replace the goods in such a way that no third party rights are infringed, but the delivery item continues to fulfill the contractually agreed functions or procure the right of use for the client by concluding a license agreement. If we do not succeed in this within a reasonable period of time, our client is entitled to withdraw from the contract or to reduce the purchase price appropriately. Any claims for damages are subject to the regulations in VIII. (Liability, Limitations of Liability). The above regulations do not apply in the cases of the preceding paragraph 2).
In the event of legal infringements by products from other manufacturers that we have delivered, we will, at our option, assert our claims against the manufacturer or sub-supplier for the account of the contractual partner or assign them to the contractual partner. In these cases, claims against us in accordance with this provision (property rights, intellectual property, etc.) only exist if the judicial enforcement of the aforementioned claims against the manufacturer and sub-suppliers was unsuccessful or, for example, due to insolvency.

Final provisions

The law of the Federal Republic of Germany applies to these terms and conditions and all legal relationships between us and the client, excluding all international and supranational contracts and legal systems, in particular the UN Sales Convention (CISG). In the case of legal relationships with contractual partners abroad, the provisions on supplier recourse (§ 478 BGB) are waived. The prerequisites and effects of the retention of title according to V. (retention of title) are, however, subject to the law at the respective storage location of the goods, insofar as the choice of law made in favor of German law is inadmissible and ineffective.
The contract language is German.
The place of jurisdiction for all disputes arising from and in connection with the contract is our company headquarters or the company headquarters of our client, as we choose. The place of jurisdiction for lawsuits against us is our company headquarters, unless this is contrary to mandatory statutory provisions on exclusive places of jurisdiction.

Severability clause

Status: June 2020