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Legal

Our general
terms and conditions

Our terms and conditions

SECTION 1 AREA OF APPLICATION OF THE CONDITIONS

  1. The deliveries, services and products of the Seller shall be provided exclusively based on these delivery and business conditions. The Seller does not recognize contradictory or deviating conditions of the Purchaser unless the Seller has expressly approved their application in writing. These delivery and business conditions also apply if the Seller is aware of contradictory or deviating conditions of the Purchaser and carries out the delivery to the Purchaser without reservation.

  2. All agreements made between the Seller and Purchaser in order to execute this contract are set out in writing in this contract. Ancillary agreements, amendments and additions are only applicable if the Seller confirms them in writing.

SECTION 2 OFFERS AND GRANTING ORDERS

  1. The offers included in our prospectuses, notices, etc., are non-binding, including with
    regard to pricing. The Seller is bound to specially prepared offers for 30 calendar days.

  2. If the Purchaser’s order qualifies as an offer pursuant to Section 145 BGB (German Civil Code), then
    the Seller may accept this offer within a period of four weeks.

  3. The Seller retains ownership and copyright with respect to figures, drawings, calculations, and other documents. This also applies for written documents designated “confidential”. Before being forwarded to third parties, the Purchaser must have the express approval of the Seller.

SECTION 3 PRICES AND PRICE ADJUSTMENTS

  1. All prices are net prices; statutory VAT is not included; it is shown separately in the legal amount on the day the invoice is sent.

  2. Unless otherwise stated in the order confirmation, prices include free delivery, including packaging.

  3. If there are more than six months between the conclusion of the contract and the agreed and/or actual delivery date, the Seller’s prices at the time of the delivery or provision shall apply.

SECTION 4 DELIVERY TIME

  1. The Seller shall endeavor to meet the indicated deadlines.

  2. All technical questions must be clarified at the start of the delivery time indicated by the Seller. In order for the delivery obligation to be met, the obligation of the Purchaser must be met properly and in good time. The right to raise objection to non-performance of the contract remains reserved.

  3. If the Purchaser is in default of acceptance or culpably violates other cooperation obligations, the Seller shall then be entitled to demand compensation for any damages incurred, including VAT. Further claims remain reserved.

  4. If the requirements of Para. (3) are present, the risk of accidental destruction or accidental deterioration of the purchase item shall transfer to the Purchaser at the time at which it defaults in acceptance or debt.

  5. The Seller shall be liable according to legal provisions if the underlying purchase agreement is a fixed transaction pursuant to Section 286(2)(4) BGB or Section 376 HGB (German Commercial Code). The Seller shall also be liable according to legal provisions if, as a consequence of a delivery delay to the Purchaser for which it is responsible, it is entitled to assert that it is no longer in its interests to fulfil the contract.

  6. The Seller shall further be liable according to legal provisions if the delivery delay is due to a willful or grossly negligent contractual breach for which it is responsible; the fault of its representatives or vicarious agents are to be assigned to the Seller. If the delivery delay is not due to a willful contractual breach for which the Seller is responsible, its liability for damages shall be limited to foreseeable damages which typically occur.

  7. The Seller is also liable according to legal provisions if the delivery delay for which it is responsible is due to a breach of a significant contractual obligation; in this case however, liability for damages shall be limited to foreseeable damages which typically occur.

  8. Furthermore, the Seller shall be liable in the event of a delivery delay for every fully ended week of delay within the framework of a flat-rate delay compensation in the amount of 1% of the delivery value, with the maximum however being no more than 5% of the delivery value.

  9. Further legal claims and rights of the Purchaser remain reserved.

SECTION 5 DISPATCH AND TRANSFER OF RISK

  1. The risk shall transfer to the Purchaser as soon as the delivery has been handed over to the person transporting the item. If the handover for the purpose of shipment is delayed at the request of the Purchaser, the risk shall transfer to it with the notification of preparedness to dispatch.

  2. If the Purchaser so desires, the Seller shall cover the delivery in the name of the Purchaser by means of transportation insurance; the Purchaser shall bear the costs incurred in this respect.

SECTION 6 DEFECT LIABILITY

  1. Claims of the Purchaser for defects require the Purchaser to have properly met its examination and complaint responsibilities owed pursuant to Section 377 HGB.

  2. If there is a defect in the purchase item, the Purchaser is entitled to subsequent fulfilment of its choice in the form of remedying the defect or delivery of a new item free from defects. In the event of remedying the defect, the Seller shall undertake to bear all expenses necessary to remedy the defect, in particular transport, road, labor, and material costs, provided that these do not increase as a result of the purchase item being delivered to a place other than the place of fulfilment.

  3. If the subsequent fulfilment fails, the Purchaser is entitled to demand withdrawal or a reduction at its discretion.

  4. The Seller shall be liable according to legal provisions if the Purchaser asserts claims for damages due to intent or gross negligence, including the intent or gross negligence of its representatives or vicarious agents. If the Seller is not accused of intentional breach of contract, liability for damages shall be limited to foreseeable damages that typically occur.

SECTION 7 TOTAL LIABILITY

  1. Further liability for damages other than provided for under Section 6 is excluded irrespective of the legal nature of the asserted claim. This shall apply in particular for claims for damages due to fault in conclusion of a contract, due to other breaches of obligations, or due to tortious claims for compensation for material damage pursuant to Section 823 BGB. 

  2. The limitation pursuant to Para (1) shall also apply if the Purchaser demands compensation for wasted expenditure instead of a claim for compensation of damages in place of delivery.

  3. If liability for damages against the Seller is excluded or restricted, this shall also apply with regard to the personal liability for damages of its employees, representatives, and vicarious agents.

SECTION 8 RETENTION OF TITLE

  1. The Seller shall retain ownership to the purchase item until all payments under the delivery contract have been received. In the event of breach of contract on the part of the Purchaser, in particular in the case of payment default, the Seller shall be entitled to repossess the purchase item. If the Seller repossesses the purchase item, this shall constitute withdrawal from the contract. After repossessing the purchase item, the Seller is authorized to sell it and proceeds shall be offset against the liabilities of the Purchaser less appropriate costs of sale.

  2. The Purchaser shall undertake to treat the purchase item with care; in particular, it shall undertake to insure the item sufficiently at the its own expense against damages due to fire, water and theft, at the value when new.

  3. In the event of seizures or other actions by third parties, the Purchaser must inform the Seller without delay in writing so the Seller can file a suit pursuant to Section 771 ZPO (German Code of Civil Procedure). If the third party is not able to compensate the Seller for court and out-of-court costs pursuant to Section 771 ZPO, the Purchaser shall be liable for the failure occurred.

  4. The Purchaser is entitled to resell the purchase item in the proper course of business; however, the Purchaser hereby assigns to the Seller all claims in the amount of the final invoice amount (including VAT) of the Seller’s claim arising from reselling to customers or third parties, regardless of whether the purchase item has been resold without or after processing. The Purchaser shall also remain authorized to collect this claim even after the assignment. The authorization of the Seller to collect the claim itself remains hereby unaffected. The Seller shall however undertake not to collect the claim as long as the Purchaser has met its payment obligations from the collected proceeds, is not in payment default and, in particular, there is no application to open settlement or insolvency proceedings or cessation of payment. If however this is the case, the Seller may demand that the Purchaser disclose the claims assigned to it and their debtors, provide all information necessary for collection, hand over the associated documentation and notify debtors (third parties) of the assignment.

  5. Purchase items are always processed or restructured by the Purchaser for the Seller. If the purchase item is processed with other items not belonging to the Seller, the Seller shall acquire co-ownership of the new item in proportion to the value of the purchase item (final invoice amount including VAT) to the other processed items at the time of processing. The same applies to the item arising from the processing as for the purchase item delivered subject to reservation.

  6. The Purchaser shall also assign to the Seller claims to secure receivables from the Seller against it which arise against a third party due to connecting the purchase item to property.

  7. The Seller undertakes to release the securities to which it is entitled at the request of the Purchaser when the realizable value of its securities exceeds the claims to be secured by more than 10%; the choice of the securities to be released is incumbent upon the Seller.

  8. The Seller retains ownership and copyright with respect to figures, drawings, calculations, and other documents. This also applies for written documents designated “confidential”. Before being forwarded to third parties, the Purchaser must have the express approval of the Seller.

SECTION 9 PAYMENT

  1. Sales staff are not authorized to collect payments in cash. Furthermore, payments with discharging effect can only be made to the Seller directly or to a bank account it specifies.

  2. Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due within eight days of the invoicing date. Legal regulations concerning the consequences of payment default shall apply.

  3. The Seller expressly retains the right to reject checks and bills of exchange. Acceptance is always on account of payment. Discount and exchange charges shall be borne by the Purchaser and are due immediately.

  4. The Purchaser is only entitled to offset rights if its counterclaims have been legally established, are undisputed, or are recognized by the Seller. Furthermore, it shall also be authorized to execute a right of retention insofar as its counterclaim is based on the same contractual relationship.

SECTION 10 PLACE OF JURISDCTION – PLACE OF FULFILMENT

  1. If the Purchaser is a merchant, legal person under public law or a special fund under public law, the headquarters of the Seller shall be the place of jurisdiction; the Seller is however also entitled to sue the Purchaser at its local court.

  2. The law of the Federal Republic of Germany shall apply; application of the UN Sales Convention is excluded.

  3. Unless otherwise stated in the order confirmation, the headquarters of the Seller is the place of jurisdiction.