General terms and conditions for
business contracts
§ 1 Validity of the terms and conditions
- Our deliveries, performed services and offers are exclusively based on these general terms and conditions. They also apply to all future business relations, even if they are not explicitly agreed upon again. These conditions are deemed to have been accepted at the latest when the product or service has been received. They supersede any acknowledgements received from customers referencing their own business or purchasing terms.
- All agreements between ourselves and the customer relating to the execution of this contract must be made in writing.
- Our sales terms and conditions only apply to businesses in the sense of § 310 para. 1 of the German Civil Code.
§ 2 Offer and Contract Conclusion
- The products and services we offer are subject to confirmation and non-binding. In order to be legally effective, all acceptance declarations and orders require our confirmation either in writing or by recognised electronic means.
- Our staff are not authorised to enter into side agreements or issue verbal assurances which are beyond the scope of the written contract.
- The conclusion of the contract depends on the correct and timely delivery of goods to us from our supplier. This only applies in cases where we are not responsible for non-delivery, particularly when a congruent hedging transaction is agreed with our supplier. The customer shall be immediately informed about the non-availability of any services. The appropriate payment shall be refunded immediately.
- Pictures, diagrams, dimensions, weights and other performance data are only binding if this is explicitly agreed in writing.
- We retain the right of ownership and the copyright on all illustrations, diagrams, calculations and other documents. This also applies to written documents designated as "confidential". The customer requires our explicit written permission before passing these documents to third parties.
§ 3 Prices and Payment Conditions
- Unless stated otherwise, we will guarantee the quoted prices for a period of 30 days from the date of the offer. Otherwise the prices in the order confirmation shall apply. These are subject to statutory VAT. Further deliveries and services are calculated separately.
- Unless otherwise specified in the order confirmation, our prices are quoted as "ex warehouse", exclusive of packaging costs, which are invoiced separately.
- We reserve the right to reasonable price adjustments in the event of cost reductions or cost increases following conclusion of the contract, in particular as a result of tariff agreements or changes in material prices. Appropriate evidence shall be provided to the customer on request.
- Discounts require explicit written agreement.
- Provided nothing to the contrary is stated in the order confirmation, the purchase price shall be payable net (without deductions) within 14 days of the invoice date. The statutory regulations concerning payment default shall apply.
- We are authorised to offset payments against outstanding debts, regardless of any other terms stipulated by the customer. The customer will be informed accordingly about the invoicing. If costs and interest have been accrued, we are authorised to offset payments against all outstanding costs, followed by the interest charges and finally the main obligations.
- The customer is only entitled to offset rights if his counter-claims are determined to be legally valid, indisputable or recognised by us. Furthermore, he is only authorised to exercise a right of retention if his counterclaim is based on the same contractual relation.
§ 4 Delivery and service times
- Delivery deadlines and lead times agreed in a binding or non-binding manner must be made in writing.
- In the event of delays in delivery and performance as a result of force majeure or due to events which make delivery significantly more difficult or impossible, also in the long term – in particular strikes, lock-outs or official directives, including their occurrence at our suppliers or subcontractors – we shall not be held responsible even if deadlines and lead times are deemed binding. We are entitled to delay the delivery or performed service for the duration of the hindrance plus an appropriate start-up period, or to withdraw from the contract in full or in part due to the part that has not been fulfilled. If a hindrance lasts more than 3 months, the customer shall, following the setting of an appropriate period of grace, be entitled to withdraw from the contract in terms of the non-fulfilled part. The customer cannot claim for damages if the delivery or service time is extended or we are freed of our obligations. We can only refer to such circumstances if the customer is informed with immediate effect.
- If we are responsible for the non-fulfilment or delay of agreed lead times and deadlines, the customer is entitled to claim a compensation for delay amounting to 0.5% for each full week of delay, but not exceeding a maximum of 5% of the invoiced value of the deliveries and performances concerned. Any additional claims are excluded unless the delay is due to gross negligence on our part.
- We are authorised to make partial deliveries and partial performance of services at any time, unless the above are not in the interest of the customer.
- Compliance with our delivery and performance obligations pre-supposes the on-time and correct fulfilment of all obligations by the customer.
- If the customer defaults on acceptance of the delivery, we are entitled to claim for appropriate damages; once acceptance has defaulted, the risk of accidental deterioration or accidental loss shall pass to the customer.
§ 5 Passing of risk
- The risk passes to the customer as soon as the consignment has been handed over to the person responsible for transportation, or has left our warehouse for the purpose of dispatch. In the event of dispatch being delayed at the customer’s request, the risk shall pass to the customer upon notification of availability for dispatch.
§ 6 Liability for defects
- Customer warranty claims are conditional upon the customer properly fulfilling their duties of investigation and notification of defects per § 377 HGB (German Commercial Code).
- In so far as the purchased goods are found to be defective, we are entitled at our discretion to provide subsequent performance either by performing the necessary remedial work or by delivering replacement fault-free goods.
- In the case of remedial work, we are obliged to bear the costs of all measures necessary to correct the fault, including transport, travel infrastructure, labour and material costs, providing these do not increase as a result of the goods being moved to a location other than the place of performance.
- If the subsequent performance is unsuccessful, the customer has the choice of demanding either the withdrawal or a reduction of the purchase price.
- We accept liability according to the legal requirements, as far as the customer demands compensation, relating to intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Providing we are not accused of intentional breach of contract, our liability for compensation is limited to foreseeable and typical damage.
- We accept liability according to the legal requirements, as far as we are culpably breaching an important contractual obligation. In this case, however, the liability for compensation is limited to foreseeable and typical damage.
- Liability for culpable injury to life, body or health shall remain unaffected; this shall also apply to mandatory liability according to the German Product Liability Act.
- Unless otherwise specified, all other liability is excluded.
- The period of limitation for warranty claims is 12 months after the date on which the risk was transferred.
- The period of limitation in case of delivery recourse according to §§ 478, 479 of the German Civil Code is unaffected; this is 5 years after delivery of the defective goods.
- The properties of the goods are only the agreed characteristics as stated in the technical product description. Public declarations as well as publicity and advertising by the manufacturer do not represent the contractual properties of the goods.
- Should a customer receive incorrect installation instructions, we are only obliged to provide corrected installation instructions and only if the error in the installation instructions prohibits correct installation.
§ 7 Total liability
- Further liability for compensation other than that specified in § 6 is excluded – regardless of the legal nature of the asserted claim. This especially applies to compensation claims arising from culpability at contract conclusion (culpa in contrahendo), from other breaches of obligation or from tortious claims for material damage per § 823 BGB (German Civil Code).
- The limitations according to para. 1 also apply if the customer demands reimbursement for pointless extra costs in lieu of eligibility for compensation for damage, i.e. of performance of the contractual services.
- In so far as our liability for compensation is excluded or limited, this shall also apply to the personal liability of our salaried employees, waged workers, hired staff, representatives and vicarious agents.
§ 8 Retention of Title
- We shall reserve ownership of the goods until all payments pertaining to business relations with the customer have been received. In the case of customer behaviour which breaches the terms of the contract, especially in the case of late payment, we have the right to reclaim the goods. If we repossess the goods, the contract is cancelled. Upon repossession of the goods we are entitled to their reuse. The proceeds will be offset against the customer’s liabilities – after subtraction of appropriate re-use costs.
- The customer is obliged to carefully handle the goods, and has a special obligation to adequately insure these, at his own cost, at their new value, against fire, water and theft damage. The customer must also perform maintenance and inspection work at the appropriate times and at his own cost, insofar as this is required.
- In the event of attachments or other interventions by third parties, the customer must inform us immediately in writing, so that we can raise a complaint according to § 771 ZPO (German Civil Process Order). If the third party is not in a position to award us the in-court and out-of-court costs according to § 771 ZPO (German Civil Process Order), then the customer is liable for our loss of revenues.
- The customer has the right to resell the goods in the normal course of business; however the customer has already assigned all demands amounting to the final invoiced value (including VAT) arising from their purchaser or any third party, regardless of whether the goods are resold with or without further processing. The customer is entitled to collect these claims even after assignment. Our entitlement to collect the claim ourselves shall remain unaffected. However, we commit ourselves to not collecting these claims as long as the customer satisfies his payment obligations from the payments taken over, does not default on payments, and especially does not apply for settlement or initiation of insolvency proceedings or terminates payments. However, if this is the case, we can demand that the customer shall inform us of the assigned claims and their debtors, provide all information relating to collection, hand over the respective documents and notify the debtors (third parties) of the assignment.
- Processing or alteration of the goods by the customer is always performed for us. If the goods are processed with components that do not belong to us, then we shall acquire co-ownership of the new object in the ratio of the value of the goods (final invoice amount including VAT) to the other processed objects at the time of processing. In addition, the same applies to the object created as a result of processing as for the goods supplied subject to reservation of title.
- If the goods are inseparably combined or mixed with components that do not belong to us, then we shall acquire co-ownership of the new object in the ratio of the value of the goods (final invoice amount including VAT) to the other combined or mixed objects at the time of the combination or mixing. If combination or mixing is carried out in such a way that the customer’s object is to be considered the main object, then it is considered agreed that the customer shall transfer co-ownership to us on a proportionate basis. The customer shall store the sole property or joint property created in this way for us.
- The customer also assigns us his claims for securing our claims against him caused by the incorporation of the goods into a property belonging to a third party.
- We undertake, if requested by the customer, to release securities to which we are entitled to the extent that the realisable net value of our securities exceeds the securitised claims by more than 10 %; the selection of which securities to release is for us to decide.
§ 9 Structural changes
- We reserve the right to carry out structural changes at any time; however we are not obliged to carry out such changes on products which have already been sent out.
§ 10 Confidentiality
- Unless otherwise agreed in writing, any information provided in conjunction with orders is not considered confidential.
§ 11 Applicable law, court of jurisdiction, partial nullity
- These terms and conditions, as well as all legal relationships between the customer and ourselves, shall be governed by the Law of the Federal Republic of Germany. The provisions of the United Nations Convention on Contracts are not applicable.
- If the customer is a commercial merchant, a legal person under public law or a separate estate under public law, the exclusive place of jurisdiction for any conflicts arising directly or indirectly from this contract will be our registered head office.
- Should any provisions of these terms and conditions, or a provision arising from other agreements, be or become invalid, the validity of all remaining provisions and agreements shall remain unaffected.
