§ 1 Scope of Application
These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law as defined in § 310(1) BGB (German Civil Code). We do not recognize terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale unless we expressly agree to their applicability in writing.
These terms and conditions of sale also apply to all future transactions with the purchaser, provided they are of a similar nature (Note: As a precaution, these terms and conditions should always be attached to the order confirmation).
Individually negotiated agreements made with the buyer in specific cases (including collateral agreements, additions, and amendments) always take precedence over these terms and conditions of sale. The content of such agreements is determined by a written contract or our written confirmation, subject to proof to the contrary.
§ 2 Offer and Conclusion of Contract
If an order is considered an offer pursuant to § 145 BGB, we may accept it within two weeks.
§ 3 Provided Documents
We retain ownership and copyright of all documents provided to the purchaser in connection with the placement of the order—whether in electronic form or otherwise—such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we explicitly consent to this in writing. If we do not accept the purchaser's offer within the period specified in § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
Unless otherwise agreed in writing, our prices are ex-works, excluding packaging, and subject to the applicable VAT rate. Packaging costs are invoiced separately.
The purchase price must be paid exclusively to the account specified on the reverse side. Deductions, such as discounts, are only permitted if explicitly agreed in writing.
Unless otherwise agreed, the purchase price is due:
- by a specific date
(Alternatives: "... within 10 days after delivery or within 21 days after invoicing.")
Default interest is charged at 9% above the respective base interest rate p.a. (see Appendix 1). The assertion of higher damages caused by default remains unaffected.
In the absence of a fixed price agreement, reasonable price adjustments may be made due to changes in labor, material, or distribution costs for deliveries occurring three months or later after the conclusion of the contract.
§ 5 Rights of Retention
The purchaser is only entitled to exercise a right of retention insofar as their counterclaim arises from the same contractual relationship.
§ 6 Delivery Time
The start of the delivery period specified by us presupposes the timely and proper fulfillment of the purchaser's obligations. The right to raise the defense of non-performance of the contract remains reserved.
If the purchaser is in default of acceptance or culpably violates other duties of cooperation, we are entitled to claim compensation for damages incurred, including additional expenses. Further claims remain unaffected.
If the above conditions apply, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser at the point of default of acceptance or debtor's delay.
In cases where delays in delivery are not caused by our willful misconduct or gross negligence, we are liable for each completed week of delay at a flat rate of 3% of the delivery value, but no more than 15% of the delivery value.
Other statutory claims and rights of the purchaser due to a delay in delivery remain unaffected.
§ 7 Transfer of Risk During Shipment
If the goods are shipped at the purchaser's request, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser upon dispatch, at the latest when the goods leave the factory/warehouse. This applies regardless of whether the shipment is made from the place of performance or who bears the freight costs.
§ 8 Retention of Title
We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always explicitly reference this. We are entitled to reclaim the goods if the purchaser acts contrary to the contract.
The purchaser is obliged to handle the goods with care as long as ownership has not yet been transferred. In particular, they must insure the goods at their own expense against theft, fire, and water damage at replacement value (Note: only permissible for the sale of high-value goods). Required maintenance and inspection work must be carried out promptly at the purchaser's own expense.
The purchaser may not pledge or assign by way of security the goods subject to retention of title. In the event of pledges or other third-party interventions, the purchaser must notify us immediately in writing so that we can assert our rights under § 771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit under § 771 ZPO, the purchaser is liable for the loss incurred by us.
The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business. The purchaser hereby assigns to us all claims in the amount of the invoice value that accrue to them from the resale against a third party. We accept the assignment. After the assignment, the purchaser remains authorized to collect the claim. We reserve the right to collect the claim ourselves as soon as the purchaser fails to meet their payment obligations properly and is in default of payment.
Processing or transformation of the goods by the purchaser is always carried out on our behalf. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of our goods to the other processed items at the time of processing. The same applies to the item created by processing as to the goods delivered under retention of title.
If the goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods subject to retention of title to the other mixed items at the time of mixing. If mixing occurs in such a way that the purchaser’s item is to be regarded as the main item, it is agreed that the purchaser transfers proportional co-ownership to us. The purchaser holds the resulting sole or co-ownership in safekeeping for us.
We undertake to release the securities to which we are entitled at the purchaser's request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%. The selection of the securities to be released is at our discretion.
§ 9 Warranty and Notification of Defects
Warranty rights of the purchaser require that they have properly fulfilled their obligations to inspect and notify defects pursuant to § 377 HGB (German Commercial Code).
Claims for defects expire 12 months after the goods supplied by us have been delivered to the purchaser. The statutory limitation period applies to claims for damages in cases of intent or gross negligence and injury to life, body, or health due to an intentional or negligent breach of duty by the user. Our consent must be obtained before any return of goods.
If, despite all due care, the delivered goods exhibit a defect that already existed at the time of the transfer of risk, we will either repair the goods or deliver a replacement, at our discretion, subject to timely notification of the defect. We must always be given the opportunity to rectify the defect within a reasonable period.
If the supplementary performance fails, the purchaser may – notwithstanding any claims for damages – withdraw from the contract or reduce the payment. Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, insignificant impairment of usability, natural wear and tear, or damage arising after the transfer of risk due to incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable foundation, or due to particular external influences not assumed under the contract.
Claims of the purchaser for expenses incurred for supplementary performance, in particular transport, travel, labor, and material costs, are excluded insofar as the expenses increase because the goods delivered by us were subsequently taken to a location other than the purchaser's branch office unless the transfer corresponds to their intended use.
Rights of recourse by the purchaser against us pursuant to § 445a BGB (recourse of the seller) are only valid if the purchaser has not made any agreements with their customer that exceed the statutory claims for defects.
§ 10 Liability
We are liable in cases of intent or gross negligence, including intent or gross negligence by our representatives or vicarious agents, in accordance with statutory provisions. Apart from that, we are only liable under the Product Liability Act, for injury to life, body, or health, or for culpable breach of essential contractual obligations.
The claim for damages for the breach of essential contractual obligations is, however, limited to the foreseeable damage typical for the contract, unless another of the exceptional cases listed in sentence 1 applies simultaneously.
The liability for damages caused by the delivered item to the purchaser's legal goods, e.g., damage to other items, is completely excluded. This does not apply in cases of intent or gross negligence or liability for injury to life, body, or health.
§ 11 Force Majeure
We are not liable for any delays or non-performance due to force majeure, unforeseeable events, or other events beyond our control, such as natural disasters, strikes, lockouts, shortages of raw materials, pandemics, or restrictions on transportation or import/export. In these cases, the performance period is extended for the duration of the hindrance, and we will inform the purchaser as soon as possible. If the delay lasts longer than 6 weeks, the purchaser is entitled to withdraw from the contract.
§ 12 Confidentiality
Both parties agree to treat any business secrets, know-how, and any other confidential information related to the execution of the contract as strictly confidential. This obligation remains in effect for 5 years after the end of the contractual relationship. Confidentiality does not apply to information that is already in the public domain, which was legally obtained from a third party, or which the party is required to disclose due to legal obligations.
§ 13 Governing Law and Jurisdiction
(1) These terms and conditions, as well as the contractual relationship between the parties, are governed by German law. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
(2) If the purchaser is a merchant, a legal entity under public law, or a special fund under public law, the exclusive jurisdiction for all disputes arising from this contractual relationship is the court competent for our registered office.
§ 14 Final Provisions
(1) Any changes or additions to the contract or these terms and conditions must be made in writing to be effective.
(2) Should individual provisions of these terms and conditions be invalid or unenforceable, the validity of the remaining provisions shall not be affected. In this case, the parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid provision.
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