General Terms and Conditions

All current and future agreements, offers and orders in the company are based on the following General Terms and Conditions. Differing, conflicting or supplementary general terms and conditions of the Customer do not constitute part oft he contact, unless their applicability is expressly agreed to in writing. Otherwise, exclusively our General Terms and Conditions shall apply.

1. Ordering and order acceptance

(1) Our offers are not binding and are subject to change, unless expressly agreed otherwise. We reserve the right to make technical changes as well as changes in shape, color, and/or weight within reasonable limits. We may make excess or short deliveries of up to 10% as is customary in the trade. In addition, excess or short deliveries from upstream suppliers, which are permissible under their general terms and conditions, shall entitle us to make excess or short deliveries to the same extent. The order shall be executed within the scope of the technically necessary materials and procedural tolerances. We reserve the right to deviate from the quality of the materials in accordance with the delivery conditions of the upstream suppliers.
(2) By ordering the goods, the customer makes a binding declaration that he/she wishes to purchase the ordered goods. We are entitled to accept the contractual offer contained in the order within two calendar weeks of receipt. Acceptance can be declared either in writing, by EDI message (provided that an EDI agreement has been concluded with the customer), or by delivery of the goods to the customer. All orders placed with us by the customer directly or via sales representatives require acceptance except where the order involves a cash transaction.
(3) The conclusion of the contract is subject to correct and timely delivery to us by our suppliers. The customer shall be informed immediately of the non-availability of the service. If we are not responsible for the non-delivery, in particular if we have concluded a congruent hedging transaction with our supplier, we shall be released from our performance obligations insofar as these have been hindered or delayed accordingly.

 

2. Delivery and delivery dates

(1) The agreed delivery times are approximate times. The agreement of fixed dates requires our express written confirmation to be effective.
(2) We only process requested delivery dates at “header level”, i.e., the customer must specify one (1) requested delivery date per order for all items contained in the order. If we receive orders with different requested delivery dates at item level, we are entitled to use the first requested delivery date specified in the order for all items listed in the order, unless expressly agreed otherwise with the customer.
(3) The agreed delivery times shall commence at the earliest from the date of the order confirmation. However, the delivery period shall not commence until we have received all the necessary documents and other submissions for the execution of the order. For such a time as the customer remains in arrears with an (advance) performance obligation, our obligation to make the delivery shall be suspended. If an agreed delivery period is culpably exceeded, default in delivery shall only be deemed to have occurred after the expiry of a reasonable grace period.
(4) Cases of force majeure are considered to be circumstances and occurrences that cannot be prevented solely through the diligence of proper business management. Such cases shall suspend the contractual obligations of the parties for the duration of the disruption and to the extent of the effects. If the resulting delays exceed a period of ten weeks, both contracting parties shall be entitled to withdraw from the contract with regard to the affected scope of services. All other claims shall be excluded.

(5) We take back transport packaging, outer packaging, and sales packaging insofar as we are legally obliged to do so.

 

3. Prices and payment terms

(1) All prices are fixed prices plus statutory VAT. Unless otherwise agreed, our deliveries are ex works and do not include packaging, transport insurance, freight, or assembly. They are based on the labor and material costs or manufacturer’s costs valid at the time of conclusion of the contract as well as the VAT charges. If, after conclusion of the contract, there are changes to the basis on which the price is calculated due to higher labor and material costs or manufacturer costs, VAT charges or other circumstances, in particular technically justified changes in calculations, then we shall be entitled to a price change in reasonable proportion to the change in the basis of calculation that has occurred. Alternatively, we are entitled to withdraw from the contract. This shall also apply to final or call-off orders, unless expressly agreed otherwise upon conclusion of the contract.
(2) The prices quoted shall be binding and payable net within 14 days of receipt of the delivery or provision of the service.
(3) In the event of default, the customer shall pay interest on the debt at a rate of 8% above the base interest rate. We reserve the right to prove and claim higher damages caused by default.
(4) In the event of default in payment and justified doubts about the customer’s solvency or creditworthiness, we shall be authorized without prejudice to our other rights to demand securities or advance payments for outstanding deliveries, to send the goods cash-on-delivery even if other terms of payment have been agreed, and to make all rights arising from the business relationship immediately due and payable. Only undisputed or legally established claims shall entitle the customer to offset or withhold payment. The customer may only exercise a right of retention if his counterclaim is based on the same contractual relationship.

 

4. Place of fulfillment, shipping, risks borne, assignment of risk

(1) Place of performance shall be our registered business domicile.
(2) If the goods are to be shipped by us to a place other than the place of performance at the customer’s request, the customer shall be charged separately for the costs of packaging and transportation. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer upon handover, in the case of sale by dispatch upon delivery of the goods to the forwarding agent, carrier, or other person or institution designated to carry out the shipment. If the customer is in default of acceptance, this shall be deemed equivalent to commissioned handover.

 

5. Warranty

(1) The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly or defective assembly instructions), unless otherwise specified below. In all cases, the special statutory provisions for final delivery of the goods to a consumer (supplier recourse pursuant to Sections 478, 479 BGB) shall remain unaffected.
(2) The basis of our liability for fault shall primarily be the agreement reached on the quality of the goods. Only our product descriptions shall be deemed to be an agreement on the quality of the goods, insofar as they are the subject of the individual contract.
(3) Insofar as the quality has not been agreed, the statutory provisions shall form the basis on which it is decided whether or not there is a fault (section 434 para. 1 no. 1 and 3 BGB, German Civil Code). However, we accept no liability for public statements made by the manufacturer or other third parties (e.g., advertising statements).
(4) The Buyer’s claims for faults presuppose that he/she has complied with the statutory duties of inspection and notification of defects (sections 377, 381 HGB, German Commercial Code). If a defect is discovered during the inspection or later, we must be notified immediately in writing. The notification shall be deemed immediate if it is made within two weeks, whereby the timely dispatch of the notification shall suffice to meet the deadline. Irrespective of this obligation to inspect and give notice of faults, the Buyer must notify us in writing of obvious faults (including incorrect and short deliveries) within two weeks of delivery, whereby the timely dispatch of the notification shall also be sufficient to meet the deadline. If the Buyer fails to carry out the proper inspection and/or report defects, our liability for the unreported defect shall be excluded.
(5) If the delivered item should prove defective, we may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
(6) We are entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the Buyer shall be entitled to retain a reasonable part of the purchase price in proportion to the fault.
(7) The Buyer shall give us the time and opportunity required for the subsequent performance owed, in particular handing over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the faulty item to us in accordance with the statutory provisions. Subsequent performance shall involve neither the disassembly of the faulty item nor the reinstallation if we were not originally obliged to install it.
(8) If the subsequent performance has failed, or if a reasonable deadline to be set by the Buyer for the subsequent performance has expired unsuccessfully or is superfluous according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
(9) Claims by the Buyer for damages or compensation for futile expenses shall only be possible in accordance with clause 6 above and shall otherwise be excluded.

 

6. Restocking fee

If we voluntarily take back goods from the customer as a gesture of goodwill, we are entitled to charge a restocking fee. This amounts to a flat rate of EUR 15 for a returned goods value of up to EUR 100. If the value of the goods taken back is more than EUR 100, the restocking fee shall be 15% of the value of the goods taken back. This applies unless a different amount is agreed for the return.

 

7. Other liability

(1) Unless otherwise stated in these GTCs, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
(2) We shall be liable for damages – irrespective of the legal grounds – in the event of intent and gross negligence. In the event of ordinary negligence, we shall only be liable:
a) for damages resulting from injury to life, body, or health;
b) for damages resulting from the breach of an essential contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for foreseeable, typically occurring damage.
(3) The limitations of liability resulting from clause 2 above shall not apply if we fraudulently conceal a fault or have assumed a guarantee for the quality of the goods. The same shall apply to claims by the Buyer under the Product Liability Act.
(4) The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the Buyer (in particular according to sections 651, 649 BGB, German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

 

8. Retention of title

(1) We retain title to the goods until all claims arising from current business relations with the customer have been settled in full, i.e., until all our claims, including ancillary claims and claims for damages, have been paid in full. Payment by check shall not terminate the retention of title until the irrevocable value date.
(2) The customer shall be dutybound to inform us immediately of any seizure of the goods, for example in the event of it being subject to encumbrance, as well as of any damage to or destruction of the goods. The customer must notify us immediately of any change of ownership of the goods and of any change of residence. In the event of garnishments, confiscation, or other dispositions by third parties, the customer must notify us immediately. We shall be informed immediately in writing with all information that we require for an action of opposition in accordance with section 771 ZPO, German Civil Litigation Order. If we suffer a loss because a third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to section 771 ZPO, German Civil Litigation Order the customer shall be liable. The customer may neither pledge the delivery item nor assign it as security without our prior consent.
(3) We shall be entitled to withdraw from the contract and demand the return of the goods in the event of breach of contract by the customer, in particular in the event of default in payment or breach of an obligation under sections 3 and 4 of this provision.
(4) If the customer is authorized by us to resell the goods in the ordinary course of business, he hereby assigns to us all claims up to the total of the invoice amount which accrue to him against a third party as a result of the resale. We accept the assignment. After the assignment, the customer is authorized to collect the claim. However, we reserve the right to collect the claim ourselves as soon as the customer does not properly meet his payment obligations and is in default of payment.
(5) The handling and processing of the goods by the customer shall always be carried out in our name and on our behalf. If processing is carried out with items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods supplied by us in relation to the other processed items. The same shall apply if the goods are mixed with other objects not belonging to us.
(6) The Buyer shall insure the goods subject to retention of title adequately, in particular against fire and theft.

 

9. Statute of limitations

(1) Notwithstanding section 438 para. 1 no. 3 BGB, German Civil Code, the general limitation period for claims arising from material defects and defects of title shall be one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.
(2) The above limitation periods of the law on sales shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The limitation periods of the Product Liability Act remain unaffected in any case. Otherwise, the statutory limitation periods shall apply exclusively to the Buyer’s claims for damages pursuant to clause 6.

 

10. Miscellaneous

The invalidity of one of the clauses of these terms and conditions shall not affect the remaining provisions. In such cases, an effective provision that comes closest to the aforementioned provision in economic terms shall apply; alternatively, the provisions of the German Civil Code (BGB) shall apply.

 

11. Applicable law and jurisdiction

(1) These GTCs and all legal relationships between us and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. The conditions and effects of the retention of title in accordance with article 8 above are subject to the law at the respective storage location of the item insofar as the choice of law made in favor of German law is inadmissible or ineffective.
(2) If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – possibly also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Bad Urach. However, we are also entitled to bring an action at the Buyer’s general place of jurisdiction.