Terms and Conditions
1. General
Our deliveries and services are subject exclusively to the following terms and conditions, unless the purchaser is an entrepreneur, a legal entity under public law, or a special public law asset. Any conflicting or deviating purchasing conditions of the purchaser do not apply, unless we have expressly agreed to them in writing on a case-by-case basis.
2. Offer, Prices, Delivery Times
Our offers are non-binding with regard to price, quantity, delivery time, and delivery possibility. The acceptance of the order, the scope of delivery, and the delivery date are solely determined by our order confirmation in written or textual form.
Our prices are "ex warehouse" plus shipping and value-added tax.
If the delivery or performance date is more than three months after the conclusion of the contract, we are entitled, after notifying the purchaser in a timely manner and before performing the service or delivering the goods, to adjust the price of the goods or service in a way that reflects necessary changes due to general price developments beyond our control (such as exchange rate fluctuations, currency regulations, customs changes, or significant increases in material or production costs) or due to changes in suppliers. For deliveries or services within three months, the price valid on the day of the contract conclusion shall apply in any case.
The commencement and adherence to the delivery time specified by us requires the clarification of all technical questions as well as the timely and proper fulfillment of the purchaser's obligations. If an agreed delivery date is exceeded due to reasons for which we are responsible, the purchaser must set us a reasonable additional period for delivery in writing. This additional period must be at least three weeks. If the delivery does not take place after the expiration of the additional period and the purchaser wishes to withdraw from the contract or demand damages instead of performance, they are obliged to notify us in writing, explicitly requesting delivery, and providing a reasonable further extension of the delivery period.
In the event of force majeure, our delivery obligations are suspended. If there is a significant change in the circumstances existing at the time of the conclusion of the contract, we are entitled to withdraw from the contract. The same applies in cases of energy or raw material shortages, labor disputes, official orders, traffic or operational disruptions, or if our subcontractors fail to deliver to us, not on time, or not properly, due to any of the aforementioned reasons.
3. Delivery Terms, Place of Performance
We reserve the right to choose the method and mode of shipping. Any additional costs incurred due to special shipping requests from the purchaser are borne by the purchaser. The same applies to increases in freight rates occurring after the conclusion of the contract, as well as any additional costs for rerouting, storage costs, etc., unless free delivery has been agreed upon.
Partial deliveries and corresponding billing are permitted, unless they are unreasonable for the purchaser.
The delivery is made "ex warehouse." The risk of loss, damage, or destruction of the goods transfers to the purchaser upon dispatch of the goods or, in the case of collection by the purchaser, upon their provision. If the delivery is delayed due to reasons attributable to the purchaser, the risk passes on the day of notification of availability.
In the case of visible transport damage, the purchaser must note this on the shipping documents, immediately arrange for an incident report with the relevant authorities, and notify us.
The delivery time reference applies to the Federal Republic of Germany.
4. Retention of Title
The sold goods remain our property until all claims from the business relationship have been fulfilled. The purchaser is entitled to resell the goods subject to retention of title as part of regular business operations. If the purchaser sells the goods without receiving the full purchase price in advance or in exchange for the delivery of the goods, they must agree on a retention of title with their customer in accordance with these terms. The purchaser hereby assigns their claims arising from this resale, as well as the rights from the retention of title agreement, to us. Upon our request, the purchaser is obliged to inform the buyers of the assignment and to provide us with the information and documents necessary to assert our rights against the buyers. The purchaser is only authorized to collect the claims from the resale despite the assignment as long as they fulfill their obligations to us properly.
If the goods are processed or modified by the purchaser, our retention of title extends to the entire new item. In the case of processing, combining, or mixing with third-party goods by the purchaser, we acquire co-ownership in proportion to the invoice value of our goods to the value of the other goods used by the purchaser at the time of processing, combining, or mixing. If the retained goods are combined or mixed with a principal item of the purchaser or third parties, the purchaser hereby transfers their rights to the new item to us. If the purchaser connects or mixes the retained goods with a principal item of third parties for compensation, the purchaser hereby assigns their claims for remuneration against the third party to us.
If the value of the securities provided to us exceeds our claims by more than 10 percent in total, we are obliged, at the request of the purchaser, to release securities of our choice. If we enforce the retention of title, this will only constitute a withdrawal from the contract if we have explicitly declared this in writing beforehand.
5. Payment Terms, Offsetting, Right of Retention
Unless otherwise agreed, the purchaser is required to pay the purchase price 14 days after the invoice is issued. After the deadline has passed, the purchaser will be in default in accordance with §286 para. 2 no. 2 of the German Civil Code (BGB).
Checks and bills of exchange are only accepted as payment, and bills of exchange are accepted only by special agreement. The purchaser is generally responsible for any bill of exchange fees and other payment costs, which are due immediately. The purchaser may only offset undisputed or legally established counterclaims. The purchaser is only entitled to exercise a right of retention if it is based on the same legal transaction.
6. Quality of Goods, Warranty
The quality of the goods is generally considered to be the condition described in our product descriptions, specifications, and labels. Regardless of this, the purchaser is obliged to verify the suitability of the products and services for the intended use themselves.
We generally do not provide warranties for our product and service descriptions in the sense of § 443 of the German Civil Code (BGB).
We reserve the right to make technical changes as part of product development.
7. Rights of the Purchaser in Case of Defects
The purchaser cannot assert any rights due to defects in our delivery and performance if the value or suitability of our delivery and performance is only negligibly reduced.
If our delivery and performance are defective and this has been promptly reported by the purchaser in writing according to §377 HGB, we will, at our discretion, either deliver a replacement or rectify the defect (subsequent performance). The purchaser must allow us the opportunity to remedy the defect within a reasonable period of at least eight days. The purchaser may request compensation for the necessary expenses for subsequent performance, provided that the expenses do not increase because the delivered item was moved to a location other than the original delivery address, unless the relocation corresponds to its intended use.
If the subsequent performance fails, the purchaser can reduce the payment or withdraw from the contract. However, withdrawal is only permitted if the purchaser has previously explicitly threatened us in writing with a reasonable additional deadline.
The purchaser's recourse claims pursuant to §478 BGB remain unaffected, but they only apply to us insofar as the purchaser has not made any agreements with their customer that go beyond the statutory warranty claims.
8. Damages
We are only liable for damages or reimbursement of expenses (hereinafter: liability for damages), regardless of the legal grounds, particularly for the violation of duties arising from the contractual relationship and from tort, if we, our legal representatives, or our vicarious agents have acted intentionally or with gross negligence, or if the violated duty is essential for achieving the purpose of the contract (cardinal duties).
In the case of slight negligence in the violation of cardinal duties, our liability for damages is limited to the typical, foreseeable damage under the contract. However, this amount shall not exceed twice the invoice value of the affected goods.
The exclusion or limitation of liability does not apply insofar as we are liable for the violation of life, body, or health, or for damages to privately used property under the Product Liability Act or for other reasons for which we are strictly liable. This does not entail a shift in the burden of proof to the disadvantage of the purchaser.
9. Limitation Period
The limitation period for claims regarding defects in our deliveries and services, as well as for claims related to our liability for damages, is one year. This does not apply in cases where longer periods are prescribed, according to §438 para. 1 no. 2 (buildings and items for buildings), §479 para. 1 (recourse claims), and §634a para. 1 no. 2 of the German Civil Code (BGB) (construction defects), as well as in cases of injury to life, body, or health, intentional or grossly negligent breaches of duty on our part, and claims for damages under the Product Liability Act.
10. Jurisdiction, Choice of Law, Severability Clause
The place of jurisdiction for both parties is the seller's registered office. If we file a lawsuit, the general place of jurisdiction of the purchaser shall also apply.
For all legal relationships between the purchaser and us, the law of the Federal Republic of Germany shall apply.
If individual provisions of these terms and conditions are entirely or partially invalid, the validity of the remaining provisions shall remain unaffected. The parties shall replace an invalid provision with a provision that comes closest to the economic purpose of the invalid provision and is valid.