General Terms and Conditions
1. General
1.1 In commercial transactions, our offers are made exclusively on the basis of and including our General Terms and Conditions, which shall always become an integral part of the contract.
1.2 Our Terms and Conditions apply to all current and future business relationships with the customer. Deviating general terms and conditions of our customers shall only become part of the contract if we expressly acknowledge their inclusion in writing before or at the time of concluding the contract.
1.3 Counter-confirmations from our customers with deviating conditions are hereby expressly rejected.
2. Offer/Acceptance/Conclusion of Contract
2.1 Our offers are non-binding and are made subject to prior sale. Technical changes as well as changes in form, color, and/or weight are reserved within reasonable limits.
2.2 Orders received by us are only accepted upon the sending of our order confirmation. The contract is concluded subject to correct and timely delivery by our own suppliers. Our field sales representatives are not authorized to conclude contracts.
2.3 Amendments and supplements to the agreement reached require our written confirmation to be effective. The same applies to the waiver of the written form requirement.
3. Technical Data
All technical data in our offers and order confirmations are manufacturer’s specifications. They do not constitute a separate contractual agreement. Claims for damages based on incorrect technical data or on the incorrect reproduction of technical data are excluded, except in cases of intent or gross negligence.
4. Shipping, Passing of Risk, Partial Delivery
4.1 In the absence of a separate agreement, the choice of packaging, shipping route, and means of transport shall be at our discretion.
4.2 Shipping is at the customer’s expense and risk. The risk shall pass to the customer upon handover of the goods to the first carrier – even in the case of an agreement for carriage-paid delivery. If the customer collects the goods themselves, the risk shall pass to the customer 2 days after receipt of the notice of readiness for collection.
4.3 Partial deliveries are permissible.
4.4 Excess or short deliveries are permissible within customary commercial limits.
5. Delivery Period, Delivery Dates, Delivery Impediments
5.1 We shall endeavor to meet the delivery dates.
5.2 If the delivery period is exceeded, the customer shall grant us a reasonable extension of at least 3 weeks.
5.3 Delivery periods begin upon our receipt of all data necessary for the execution of the order, but no earlier than the customer’s receipt of the order confirmation.
5.4 Delivery periods shall be interrupted as soon as the customer fails to meet their obligations towards us.
5.5 Delivery periods and dates shall be deemed to have been met upon notification of readiness for shipment if the goods are not dispatched in time or collected by the buyer through no fault of our own.
5.6 If we are prevented from timely delivery by circumstances or events for which we are not responsible and which make performance on time impossible or unreasonably difficult, e.g., traffic or operational disruptions, shortages of raw materials or energy, lawful strikes or lockouts, the delivery period shall be extended accordingly. The same applies if the aforementioned circumstances occur at our suppliers, in which case the lawfulness of the industrial action is irrelevant.
5.7 If it is not possible for us to fulfill the contract within the extended period, or only with unreasonable difficulties in performance, we shall be entitled to withdraw from the contract. In such a case, claims for damages by the customer are excluded, except in cases of intent or gross negligence on our part. Should performance of the contract become wholly or partially impossible for us for one of the reasons mentioned under section 5.6, we shall be released from our obligation to perform.
5.8 If the customer sets us a reasonable grace period with a threat of refusal in the event of default, they are entitled to withdraw from the contract after the fruitless expiry of this period. The customer is only entitled to claims for damages for non-performance if the delay is due to intent or gross negligence on our part.
6. Warranty/Damages
6.1 The customer is obliged to inspect the goods for damage, defects, and completeness immediately upon receipt. Recognizable damage, defects, and shortages must be reported in writing with specific details immediately, but no later than 14 days from the date of handover. The timely dispatch of the notification is decisive in this respect. If the customer allows this period to expire, the delivery item shall be deemed to be in conformity with the contract. Subsequent objections are excluded, except in cases of intent or gross negligence on our part, or in cases where the law mandatorily prescribes longer claims for material defects. The warranty period is one year from the delivery of the goods. A prerequisite for asserting claims for material defects is, however, proper maintenance in accordance with the operating instructions and the intended use of the products using the prescribed consumables.
6.2 Notwithstanding section 6.1, the customer must report transport damage to the carrier in writing with specific details by registered mail with return receipt within 4 days, unless the complaint was already raised upon delivery and noted on the freight documents. Furthermore, transport damage must also be reported to us immediately, enclosing the damage report from the transport company.
6.3 In the event of a justified complaint by the customer, we are entitled, at our discretion, to provide a replacement delivery or to carry out rectification. Should this fail, the customer may, at their discretion, demand a reduction of the remuneration (price reduction) or rescission of the contract (withdrawal). However, the customer has no right of withdrawal in the case of a merely minor breach of contract, particularly in the case of only minor defects.
6.4 Further claims, particularly for damages for consequential losses, are excluded, unless they were caused by us intentionally or through gross negligence. This does not apply where liability is mandatory by law, e.g., under the Product Liability Act or due to the absence of a warranted characteristic or due to injury to life, body, or health of the customer. In these cases, however, our liability in the event of a merely negligent breach of duty is limited to the foreseeable damage typical for the contract. Insofar as the customer is entitled to claims for damages under these provisions, these shall become statute-barred within a period of 12 months. The limitation period begins with knowledge of the circumstances. The customer is in any case obliged to notify us immediately in writing of any relevant circumstances.
7. Prices and Payment Terms
7.1 Prices are ex works, exclusive of packaging, plus the applicable statutory value-added tax.
7.2 Payments are to be made free of charge to the supplier’s payment office.
7.3 The customer may only set off claims that are undisputed or have been legally established.
7.4 If the customer defaults on a payment, all other claims shall become due immediately, even if they are not yet due. Furthermore, with regard to orders not yet executed, the customer shall be obligated to provide advance performance.
7.5 The same applies if the economic situation of our customer deteriorates significantly after the conclusion of the contract.
7.6 In the event of default, we shall charge interest at a rate of 8 percentage points above the respective base interest rate of the European Central Bank. We reserve the right to assert further damages. The customer is permitted to provide evidence that the damage is lower than the flat rate.
7.7 In the event of suspension of payments, settlement, or bankruptcy, quantity discounts, cash discounts, etc., shall be forfeited.
7.8 If delivery is to take place more than 4 months after conclusion of the contract, we reserve the right to pass on to the customer any additional costs incurred by the supplier by adjusting the agreed remuneration in the event of an increase in the price-forming factors applicable at the time of conclusion of the contract, in particular costs for material, wages, transport, and public charges.
8. Retention of Title
8.1 We retain title to the delivered goods until receipt of all payments for goods deliveries arising from the business relationship with the customer.
8.2 The customer is entitled to resell the goods in the ordinary course of business as long as they meet their contractual obligations. They are not permitted to pledge the goods or assign them by way of security. They must notify us immediately of any third-party intervention in our property.
8.3 If the customer does not fulfill their obligations towards us, we are otherwise entitled to demand the return of the goods subject to retention of title. In this respect, the customer has no right of possession. The demand for return does not constitute a withdrawal from the contract. After taking back the goods, we are entitled to realize them; the proceeds from the realization are to be credited against the customer’s liabilities – less reasonable realization costs.
8.4 The customer hereby assigns to us the claims arising from the resale of the goods against their customers, including all ancillary rights.
8.5 They remain entitled to collect the claims assigned to the supplier until revoked.
8.6 The customer is obliged to inform us upon request of the amount of the assigned claim and the names and addresses of the resellers.
8.7 The processing and transformation of the goods by the customer shall always be carried out for us. If the goods are inseparably mixed or combined with other objects not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed or combined objects at the time of mixing and/or combination.
9. Liability
Our liability shall be governed exclusively by the agreements set forth in the preceding sections of this contract. In accordance with these agreements, claims for damages by the customer due to a defect shall become statute-barred one year after delivery of the goods. This does not apply if we are culpable of gross fault in the sense of intent or gross negligence, as well as in the case of bodily injury and damage to health attributable to us or in the event of loss of life of the customer. In the event of a negligent breach of duty, our liability is limited to the foreseeable, contract-typical, direct average damage according to the type of goods. In the case of a slightly negligent breach of non-essential contractual obligations, our liability is excluded.
10. Place of Performance, Jurisdiction, and Applicable Law
10.1 The place of performance for delivery and payment is Siegen. The place of jurisdiction is Siegen. At our discretion, we are also entitled to bring an action at the registered office of our customer’s company.
10.2 The entire legal relationship shall be subject to substantive German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and similar provisions based on international agreements.
11. Out-of-Court Dispute Resolution
We are neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board in the event of a dispute with a consumer.
12. Final Provisions
The legal validity of individual provisions of the contract shall not affect the validity of the remaining provisions. The ineffective provisions shall be replaced by such provisions that come closest to the economic purpose of the contract while appropriately safeguarding the mutual interests of both parties.
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The entire contractual relationship is subject to German law.
As of: 19.01.2023
