General Terms

General Terms and Conditions November 2023

§ 1 Scope

1. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 (1) of the German Civil Code (BGB). We shall only recognize terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

2. These terms and conditions of sale shall also apply to all future transactions with the customer, insofar as they are legal transactions of a related nature 

§ 2 Documents provided

We reserve the right of ownership and copyright to all documents provided to the customer in connection with the placing of the order, e.g. calculations, drawings etc.. These documents may not be made accessible to third parties unless we give the customer our express written consent.

§ 3 Prices and payment

1. Unless otherwise agreed in writing, our prices are ex works excluding packaging and plus VAT at the applicable rate. Packaging and transportation costs shall be invoiced separately.

2. Payment of the purchase price must be made exclusively to the specified account. The deduction of a cash discount is only permitted with a special written agreement.

3. Unless otherwise agreed, the purchase price must be paid within 30 days of delivery. Interest on arrears shall be charged at a rate of 5 % above the respective prime rate per annum. We reserve the right to claim higher damages for default.

4. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

§ 4 Rights of retention

The customer is only authorized to exercise a right of retention to the extent that his counterclaim is based on the same contractual relationship.

§ 5 Delivery time

1. The commencement of the delivery period stated by us presupposes the timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.

2. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.

3. Further statutory claims and rights of the customer due to a delay in delivery remain unaffected.

§ 6 Transfer of risk on shipment

If the goods are dispatched to the customer at the customer’s request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest when the goods leave the factory/warehouse. This shall apply irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs.

§ 7 Title Retention

1. We reserve title to the delivered goods until full payment of all claims arising from the delivery contract. This shall also apply to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.

2. If ownership has not yet been transferred to him, the customer is obliged to treat the purchased item with care. If maintenance and inspection work must be carried out, the customer must carry this out in good time at his own expense. If ownership has not yet been transferred, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not able to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the customer shall be liable for the loss incurred by us.

3. The customer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment shall apply irrespective of whether the purchased item has been resold without or after processing. The customer shall remain authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we shall not collect the claim if the customer fulfills his payment obligations from the collected proceeds, is not in default of payment and no application for the opening of insolvency proceedings has been filed.

4. The treatment and processing or transformation of the object of sale by the customer shall always be carried out in our name and on our behalf. In this case, the expectant right of the customer to the object of sale shall continue in the transformed object. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same shall apply in the event of mixing. If the mixing is carried out in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis and shall keep the resulting sole ownership or co-ownership for us. In order to secure our claims against the customer, the customer shall also assign to us such claims which accrue to him against a third party through the combination of the reserved goods with a property; we hereby accept this assignment.

5. We undertake to release the securities to which we are entitled at the request of the customer insofar as their value exceeds the claims to be secured by more than 20%.

§ 8  Warranty and notification of defects as well as recourse/manufacturer recourse:

1. The contractual partner’s claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice of defects (§§ 377, 381 HGB).

2. The goods delivered by us must be carefully inspected immediately upon receipt by the contractual partner.

3. In the event of visible defects, these must be reported immediately and confirmed.

4. If a defect becomes apparent during delivery, inspection or at any later time, we must be notified of this immediately in writing. In any case, obvious defects must be reported in writing within 8 working days of delivery and defects not recognizable during the inspection within the same period from discovery. If the contractual partner fails to carry out the proper inspection and/or report defects, our liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions. 8 Warranty and notice of defects and recourse/manufacturer’s recourse:

5. The statutory provisions shall apply to the rights of the contractual partner 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 stipulated in these GTCs.

6. If the delivered item is 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.

7. We are entitled to make the subsequent performance owed dependent on the contractual partner paying the price due. However, the contractual partner is entitled to retain a reasonable part of the price.

8. In the event of subsequent improvement, we shall repair or replace free of charge all those parts which prove to be unusable or significantly impaired in their usability within 6 months of the transfer of risk as a result of a defect existing at the time of the transfer of risk – in particular due to faulty design, poor materials or defective workmanship. The discovery of such defects must be reported to us immediately in writing.

9. Replaced parts shall become our property. Regarding spare parts, the retention of title pursuant to § 6 shall apply in full.

10. The contractual partner must give us the time and opportunity required for the subsequent performance owed to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the contractual partner must return the defective item to us in accordance with the statutory provisions. Subsequent performance shall not include the removal of the defective item or its reinstallation if we were not originally obliged to install it.

11. We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor, and material costs and, if applicable, removal and installation costs within the Federal Republic of Germany, in accordance with the statutory provisions, if a defect exists. Otherwise, we may demand compensation from the contractual partner for the costs arising from the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defectiveness was not recognizable to the contractual partner.

12.In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the contractual partner has the right to remedy the defect itself and to demand compensation from us for the expenses objectively required for this. We must be notified immediately, if possible, in advance, of any such self-remedy. The right of self-remedy shall not apply if we would be entitled to refuse a corresponding subsequent performance in accordance with the statutory provisions. Notwithstanding the statutory provisions, the general limitation period for claims arising from material defects and defects of title shall be one year from the start of the statutory limitation period. The limitation period therefore begins, for example, from delivery or, if acceptance has been agreed, from acceptance.

13. Claims of the contractual partner for damages or reimbursement of futile expenses shall only exist in accordance with § 8 even in the case of defects and are otherwise excluded.

14. Notwithstanding the statutory provisions, the general limitation period for claims arising from material defects and defects of title shall be one year from the start of the statutory limitation period.

The limitation period therefore begins, for example, from delivery or, if acceptance has been agreed, from acceptance.

15. Claims against us due to a defect in the cases of § 438 para. 1 no. 2 and § 634a para. 1 no. 2 are not covered. in these aforementioned cases, the limitation period is 5 years from the start of the statutory limitation period in accordance with the statutory provisions. Other special statutory provisions on the limitation period (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b BGB) remain unaffected.

16. The above limitation periods shall also apply to contractual and non-contractual claims for damages of the contractual partner which are based on a defect of the goods, unless the application of the regular statutory limitation period (§§ 195, 199 BGB) would lead to a shorter limitation period in individual cases.

17. Recourse claims of the purchaser against us shall only exist insofar as the purchaser has not made any agreements with his customer that go beyond the statutory mandatory claims for defects.

$ 9 Miscellaneous

1. This contract and the entire legal relationship between the parties shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

2. Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

3. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.