Our general terms and conditions

1 Subject Matter of the Contract

2 Auftragserteilung

Orders and all other agreements—including those arranged by our staff—become binding on us only once all execution details have been fully clarified and the contracting parties have reached an agreement on all terms of the transaction. In the interest of absolute clarity and the associated legal certainty, the supplier recommends placing orders in writing. In the event of orders placed by telephone or verbally, the purchaser bears the risk of transmission or communication errors—as well as any resulting incorrect or short deliveries—unless the misunderstanding was obvious to the supplier. A written order confirmation sent by us in good time prior to delivery shall in all cases be binding regarding the conclusion, content, and scope of the order placed. The purchaser may not revoke orders that have been validly placed with and accepted by us. A processing fee of 10% (up to a maximum of €30.00) will be charged for exchanges and returns.

3 Preise

Prices are based on the price list applicable to the specific product groups, as well as any prices agreed upon and confirmed by us in writing for custom-made products. Our current price list is binding regardless of whether the individual customer has actually taken note of it. All prices are quoted “free to point of use” or “free to German border” and exclude statutory VAT and packaging costs. For customer-specific orders, pricing is “ex works.” Packaging is invoiced at cost and is non-returnable. Packaging and shipping are arranged at our discretion but without liability on the part of the supplier. The supplier reserves the right to select the transport route that is fastest and most cost-effective based on experience. In the event of a payment default, the supplier is entitled to ship subsequent deliveries at the customer’s expense, including via cash-on-delivery. The same applies to partial deliveries, whether agreed upon or carried out by us in the customer’s interest. The minimum order value is €50.00.

4 Zahlungsbedingungen

Our invoices are payable in euros, free of charge to the supplier’s designated payment office, within 14 days of the invoice date (subject to a 2% early payment discount) or within 30 days of the invoice date (net, without any deduction). No early payment discount is granted for cash-on-delivery shipments. This also applies to partial deliveries. If the purchaser fails to meet payment deadlines, the supplier is entitled—subject to statutory requirements—to charge for reminder fees, default interest, and other damages resulting from the late payment. Bills of exchange are accepted only on account of performance and subject to the possibility of discounting. The supplier reserves the right to refuse the acceptance of bills of exchange as a means of payment. If payment is made via bills of exchange, the purchaser shall bear the costs of discounting, taxation, and collection. The extension of the term of accepted bills of exchange is not permitted. In the event that the supplier’s payment terms are not met—particularly in the case of suspension of payments or the filing of insolvency or composition proceedings by the purchaser—all of the supplier’s claims shall immediately become due and payable in cash, regardless of any bills of exchange, checks, etc., that have been accepted. The purchaser is precluded from refusing performance—specifically by withholding payments or offsetting amounts against alleged counterclaims—to the extent permitted by law.

5 Lieferzeit

Deliveries are made from stock or at short notice whenever possible. Delivery dates specified by us are subject to availability. The delivery period commences once all details regarding execution have been fully clarified and both parties have agreed on all terms of the transaction; in cases involving order processing, however, it begins no earlier than the dispatch of the order. The delivery period is deemed met if the goods have left the factory or distribution warehouse by the time the period expires. The delivery period shall be extended appropriately in the event of industrial action—specifically strikes and lockouts—or the occurrence of unforeseen obstacles beyond the supplier’s control (e.g., operational disruptions, production defects at the supplier’s own plant or at a sub-supplier’s, or delayed delivery by a sub-supplier), provided such obstacles demonstrably have a significant impact on the completion or delivery of the goods. This applies even if such circumstances arise during a period of existing delivery delay or at the premises of a sub-supplier. In significant cases, the supplier shall notify the purchaser as soon as possible of the commencement and conclusion of such obstacles. Partial deliveries are permitted at the supplier’s discretion and at the purchaser’s expense. Compliance with delivery periods and terms of business by the supplier is contingent upon the purchaser fulfilling their contractual obligations.

6 Gefahrenübergang und Entgegennahme

Shipment or delivery—even when carried out by the supplier itself—is at the recipient’s risk. Under no circumstances shall the supplier be liable for any damage or loss occurring during transport. Risk passes to the purchaser no later than the time of dispatch of the goods, including in cases of partial delivery or where the supplier has assumed responsibility for additional services, such as shipping costs or delivery to the site. If shipment is delayed due to circumstances attributable to the purchaser, risk passes to the purchaser from the day the goods are ready for shipment; however, the supplier is obliged to arrange such insurance as the purchaser may request. The purchaser must accept delivery of the goods, even if they exhibit minor defects, without prejudice to the rights set forth in Sections 9 and 10.

7 Eigentumsvorbehalt – Verpfändungsverbot – Herausgabepflicht des Bestellers

The Supplier retains title to the delivered goods until all claims of the Supplier against the Purchaser arising from the business relationship—including future claims and those arising from contracts concluded simultaneously or subsequently—have been settled in full. Any processing or transformation of goods subject to retention of title is carried out by the Purchaser on behalf of the Supplier. The Purchaser may resell the delivered goods in the ordinary course of business but may not pledge them, transfer ownership by way of security, or otherwise dispose of them. The Purchaser is obliged to resell goods subject to retention of title only under a retention of title clause, unless the third-party purchaser makes immediate payment with discharging effect pursuant to Section 362 (1) of the German Civil Code (BGB). The right to resell lapses if the Purchaser ceases payments. In the event of seizure or other third-party interventions, the Purchaser must notify the Supplier immediately in writing. The Purchaser is liable to the Supplier for all damages and costs incurred by the Supplier due to intervention measures against third-party actions. The Purchaser hereby assigns to the Supplier all claims arising against customers or third parties from the resale of goods supplied by the Supplier, regardless of whether the goods subject to retention of title are resold without or after processing or transformation. The Purchaser may not enter into agreements with customers that would nullify or impair the Supplier’s rights. The Purchaser remains authorized to collect the claims assigned to the Supplier even after the assignment. The Supplier’s right to collect the claims itself remains unaffected; however, the Supplier undertakes not to collect the claims as long as the Purchaser duly meets its payment obligations. The supplier undertakes to release the security interests to which it is entitled to the extent that their value exceeds the secured claims by more than 25%. If the due date for our invoices is exceeded, the Purchaser is obliged to store and label separately any goods subject to the Supplier’s retention of title. In the event of conduct by the Purchaser in breach of contract—particularly in the event of default on payment—the Supplier is entitled to reclaim the goods following a formal demand for payment, and the Purchaser is obliged to surrender them. If, in such cases, the Supplier receives information after the conclusion of the contract suggesting that granting credit in the amount specified in the order would be inadvisable, or if facts emerge that give rise to doubt in this regard, the following is agreed between the contracting parties: The Supplier and any representatives designated by the Supplier in writing as authorized agents are—by virtue of the Purchaser’s unconditional authorization granted upon conclusion of the supply contract—irrevocably entitled to enter the Purchaser’s premises (where goods supplied by us are presumably stored) for inspection purposes; to demand the surrender of goods subject to the Supplier’s retention of title (crediting the proceeds of their realization against the debt) and to secure them in a manner deemed appropriate by the Supplier at the Purchaser’s expense; to prohibit or prevent the resale of the Supplier’s goods subject to retention of title and to demand verifiable disclosure of sales and credit transactions involving said goods; and, if necessary, to remove the Supplier’s goods subject to retention of title at their reasonable discretion. Unless the Supplier expressly declares otherwise in writing, the assertion of retention of title or the seizure of the supplied goods by the Supplier shall not constitute a withdrawal from the contract, subject to the applicability of the Installment Sales Act in any individual case.

8 Rücktrittsrecht des Lieferers

If, after the conclusion of the contract, the supplier becomes aware that the purchaser is in an unfavorable financial position, the supplier shall have the right—at its sole discretion and without incurring any obligation to pay compensation—to withdraw from the supply contract in whole or in part and to refuse any further deliveries in the event of conduct by the purchaser that violates the contract, particularly in the event of a payment default. If the supplier intends to exercise this right of withdrawal, it must notify the purchaser immediately upon realizing the implications of the situation, even if an extension of the delivery period had previously been agreed upon with the purchaser.

9 Mängelhaftung – Mängelrüge

The Supplier shall be liable for defects in the delivery—which, in commercial transactions, include the absence of expressly warranted characteristics—to the extent permitted by law and excluding further claims (without prejudice to the withdrawal provisions set forth in Section 11), as follows: The Purchaser must inspect the delivered goods for qualitative and quantitative defects immediately upon receipt, exercising the standard of care customary in the trade. Notices of defect and complaints regarding incomplete delivery must be submitted to the Supplier in writing within 14 days of receipt of the goods, specifying the nature and extent of any alleged defect. Hidden defects must be reported to the Supplier immediately upon discovery, and in any event no later than six months after receipt of the goods by the Purchaser. The Supplier is released from all liability for defects if notices of defect are received after the aforementioned deadlines. The Supplier shall not be liable for defects notified within the applicable time limits if such defects result from incorrect installation by the Purchaser or third parties, faulty or negligent handling, unsuitable or improper use, unsuitable operating materials, chemical, electrotechnical, or electrical influences, weather or other natural factors, or normal wear and tear. The Purchaser bears the burden of proving that the alleged defects do not result from such circumstances. In the event of defects or complaints notified in a timely manner, the supplied items shall—at the supplier’s discretion exercised in good faith—be repaired, replaced, or credited, provided that, following a careful incoming inspection, they prove to be unusable or have their utility significantly impaired within six months due to a circumstance existing prior to the transfer of risk (specifically, design flaws, the use of inferior materials, or defective manufacturing). This applies to non-obvious—i.e., hidden—defects in the supplied goods. Replaced parts become the property of the supplier. In the case of justified notices of defect or complaints, a replacement delivery or credit note shall be issued only after the defective goods have been received by the supplier or, in the event of self-remedy by the purchaser authorized by the supplier, the rectification of the defect has been conclusively settled. The purchaser must, following consultation with the supplier, provide the necessary time and opportunity for the supplier to carry out all repairs and replacement deliveries deemed necessary at the supplier’s reasonable discretion; otherwise, the supplier is released from liability for defects. The purchaser is authorized to remedy the defect personally or have it remedied by third parties—and to demand reimbursement of necessary costs within the cost framework previously agreed upon with the supplier—only in urgent cases involving a threat to operational safety or the need to avert disproportionately large damage (provided the supplier is notified immediately and their prior approval obtained) or if the supplier is in default regarding the rectification of a defect. In commercial transactions, regarding the direct costs arising from repair or replacement delivery—provided a notice of defect or complaint proves justified—the supplier bears the costs of the replacement part (including shipping) and the reasonable costs of documented removal and installation, as well as the costs of providing necessary and documented auxiliary personnel, where this can reasonably be demanded given the circumstances of the individual case. Otherwise, in commercial transactions, the purchaser bears the cost risk. In non-commercial transactions, compensation for consequential loss is excluded to the extent permitted by law. The purchaser’s right to assert claims based on defects becomes time-barred no later than six months after the start of the sixth day following the day the goods were received by the purchaser. In all cases, the purchaser’s right to assert claims based on defects becomes time-barred six months after the timely notification of the defect, though not before the expiration of the warranty period. The warranty period for the replacement part and the repair is three months; however, it runs at least until the expiration of the original warranty period for the delivered item. The period of liability for defects in the delivered item is extended by the duration of any loss of use resulting from the remedial work. Warranty liability on the part of the supplier—including liability for consequences arising therefrom—is excluded in the event of alterations or repair work carried out improperly or without the supplier’s prior approval by the purchaser or third parties. In commercial transactions, the supplier’s liability for essential third-party products is limited to the assignment of the liability claims held by the supplier against the supplier of said third-party products. Further claims—particularly warranty claims or claims for compensation for damage not arising to the delivered item itself—are excluded to the extent permitted by law, subject to the purchaser’s right to demand a corresponding reduction in the purchase price or rescission of the contract in the event that subsequent improvement or replacement delivery fails or proves impossible.

10 Haftung des Lieferers für Nebenpflichten

In the event of a culpable breach of the Supplier’s contractual or statutory ancillary obligations, the provisions of Sections 9 and 11 shall apply accordingly, to the exclusion of any further claims by the Purchaser.

11 Rücktrittsrecht des Bestellers

The purchaser may withdraw from the supply contract if the supplier’s entire performance becomes definitively impossible prior to the transfer of risk. The same applies in the event of the supplier’s inability to perform. The purchaser may also withdraw from the contract if, in an order for items of the same type, the execution of part of the delivery becomes impossible in terms of quantity and the purchaser has a legitimate interest in refusing a partial delivery. If the purchaser has a legitimate interest in refusal, they may reduce the counter-performance accordingly. In the event of a delay in performance as defined in Section 5 of our Terms of Delivery and Payment, if the purchaser grants the supplier—who is in default—a reasonable grace period accompanied by an express declaration that they will refuse acceptance of the performance after the expiry of said period, the purchaser is entitled to withdraw from the contract should the grace period not be met. If impossibility arises during a delay in acceptance or through the fault of the purchaser, the latter remains obligated to provide the counter-performance. Furthermore, the purchaser has a right of withdrawal if the supplier allows a reasonable grace period set for rectification or replacement delivery—regarding a defect for which the supplier is responsible under the terms of delivery—to expire without result due to the supplier’s fault (or without the supplier’s fault in non-commercial transactions). The purchaser’s right of withdrawal also applies in cases where rectification or replacement delivery by the supplier is impossible or the supplier is unable to perform them; in non-commercial transactions, the purchaser’s right to a price reduction remains intact. To the extent permitted by law, all other claims by the purchaser are excluded—specifically claims for rescission (unwinding of the contract), termination, or price reduction (lowering of the remuneration), as well as claims for compensation for damages of any kind (particularly damages not arising from the delivered item itself)—unless liability is mandatory due to the absence of warranted characteristics.

12 Erfüllungsort

The place of performance for all obligations of the parties arising from the contract is the supplier’s principal place of business.

13 Gerichtsstand

For all disputes arising from the contractual relationship or business dealings, if the Purchaser is a registered merchant, a legal entity under public law, or a special fund under public law, the action must be brought before the court having jurisdiction over the Supplier’s principal place of business. The Supplier is also entitled to bring an action at the Purchaser’s principal place of business. Otherwise, statutory provisions apply. German law applies exclusively to all deliveries and services. The application of laws governing the international sale of goods and the conclusion of international contracts for the sale of goods is excluded. Should one or more of these conditions or other contractual provisions be invalid, the validity of the remaining conditions or provisions shall remain unaffected. In such an event, the parties undertake to replace the invalid condition or provision with a valid one that achieves the intended purpose to the greatest extent legally permissible.