(1) The present General Terms and Conditions (GTC) apply to all of our business relationships with our customers. The GTC only apply if the customer is a trader (Section 14 of the German Civil Code [BGB]), a legal entity under public law or a special fund under public law.

(2) In particular, the GTC apply for contracts related to the sale and/or supply of moveable objects (“goods”) without regard to whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 of the German Civil Code [BGB]). Unless agreed otherwise, the GTC valid at the time the customer places an order, or otherwise the version last communicated to the customer in text format, will also apply as a framework agreement for similar contracts in future, without the need for us to refer back to them in each individual case.

(3) Our GTC apply exclusively. Deviating, contradictory or supplementary General Terms and Conditions set by the customer are only included as part of this agreement if we have explicitly consented to their validity. This consent requirement applies if, for example, the customer makes reference to their GTC while ordering and we do not explicitly object to them.

(4) Individual agreements (e.g., framework supply agreements, quality assurance agreements) and the information contained in our order confirmations take priority over the GTC. In case of doubt, trade terms are to be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the versions valid at the time of concluding this agreement.

(5) Any legally relevant explanations and notifications stipulated by the customer with regard to the agreement (e.g., setting deadlines, notice of defects, cancellation or mitigation) must be provided in writing. With regard to these GTC, the written form includes the written and text forms (e.g., letter, email, fax). Legal formal requirements and other evidence, particularly in the case of doubts concerning the legitimacy of the party providing the explanation, remain unaffected.

(6) Any references made to the validity of legal provisions are intended for clarification purposes only. Legal provisions therefore apply even without any such clarification, unless they have been directly amended or expressly excluded in these GTC.

(1) Our offers are subject to change and non-binding. This also applies even if we have shared catalogues, technical documentation (e.g., drawings, plans, evaluations, calculations, references to DIN standards), other product descriptions or documents with the customer, – including in electronic format – to which we reserve ownership rights and copyrights.

(2) Goods being ordered by the customer constitutes a binding contractual offer. Unless stated otherwise in the order, we are entitled to accept this contractual offer within 30 days of us receiving it.

(3) Acceptance can either be confirmed in writing (e.g., in the form of an order confirmation) or by supplying the goods to the customer.

(1) The delivery deadline is agreed on an individual basis or stated by us upon order acceptance.

(2) If we are unable to keep to the binding delivery deadline for reasons beyond our control (unavailability of services), we will immediately inform the customer of this, while simultaneously sharing the new expected delivery deadline. If the service still cannot be provided within the new delivery deadline, we are entitled to withdraw from the agreement in whole or in part; we will immediately reimburse any payment that has already been made by the customer. Services are unavailable in the following cases, for example: delayed delivery to us by our suppliers if we had concluded a congruent cover transaction with them; disruptions to the supply chain due to higher demand, or if we are not obligated to procure in individual cases.

(3) Delayed deliveries are determined in accordance with legal provisions. However, the customer is always required to remind us. If our delivery is delayed, the customer can demand a lump-sum payment for the damages caused by the delay. The lump-sum payment for damages is 0.5% of the net price (delivery value) for each full calendar week that the delivery is delayed, but no higher than 5% of the delivery value of the delayed goods. We reserve the right to prove that the customer has not suffered any damages, or that they have only suffered significantly less damage than the above lump sum.

(4) The customer’s rights in accordance with Section 8 of these GTC and our statutory rights remain unaffected, particularly if the duty to perform is excluded (e.g., due to the service and/or supplementary performance being impossible or unreasonable).

(1) Unless otherwise agreed in writing, delivery is “ex works” (Incoterms 2020). Goods can be sent to a specific destination at the customer’s request and expense (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipping ourselves (in particular transport companies, shipping route, packaging).

(2) The risk of accidental loss and accidental damage to the goods is transferred to the customer when the goods are handed over at the latest. However, in the case of sale by dispatch, the risk of accidental loss and accidental damage to the goods, as well as the risk of delay, is transferred once the goods are distributed to the carrier, freight forwarder or other person or institution commissioned with shipping. If acceptance has been agreed, this is decisive for the transfer of risk. The statutory provisions of the work contract apply accordingly in the case of agreed acceptance. Transfer/acceptance still applies if the customer is in default of acceptance.

(3) If the customer is in default of acceptance, refuses to collaborate, or delays our delivery for other reasons for which they are responsible, we are entitled to demand reimbursement for the resulting damages, including any additional expenditure (e.g., storage costs).
Our right to prove higher damages and our legal claims (in particular reimbursement for additional expenditure, appropriate compensation, cancellation) remain unaffected, although the lump sum is to be offset against further monetary claims. The customer is entitled to prove that we have not suffered any damages, or that we have only suffered significantly less damage than the above lump sum.

(1) Unless agreed otherwise in individual cases, our current prices applicable at the time of concluding the agreement apply, ex warehouse, plus statutory VAT. In the case of agreements with an agreed delivery time of more than 3 months, we reserve the right to increase our prices in accordance with any change in costs applicable at this point in time, particularly if they are due to tariff agreements or material price changes issued by our suppliers. In the same manner and to the same extent, we are also obligated to immediately reduce our prices in the case of cost reductions. Cost increases and reductions will therefore both be balanced out. We will inform the customer about any such changes to prices in writing a minimum of four weeks in advance. The customer then has the right to cancel or withdraw from the contract at the point in which this price change becomes effective.

(2) In the case of sale by dispatch (Section 4 (1)), the customer will bear the costs of transport ex warehouse, as well as the costs of any transport insurance requested by the customer. The customer will bear the cost of any tariffs, fees, taxes, or other public charges.

(3) The purchase price is due for payment within 14 days of the invoice being issues and delivery/acceptance of the goods. However, we are entitled to provide delivery on advance payment in whole or in part at any time, even within the scope of an ongoing business relationship. We will inform the customer about such a caveat upon order confirmation at the latest.

(4) Upon expiry of the payment deadline, the customer is in default. During the default period, interest will be charged on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by the delay. Our right to claim commercial interest on maturity from merchants remains unaffected (Section 353 of the Commercial Code [HGB]).

(5) The customer only has the right of set-off or the right of retention if their claim has been legally determined or is undisputed. In the case of defective delivery, the customer’s reciprocal rights in accordance with Section 7 (6) S. 2 of these GTC remain unaffected.

(6) If, after conclusion of the agreement, it becomes clear that our right to the purchase price is at risk due to the customer’s inability to provide payment (e.g., by applying to commence insolvency proceedings), we are entitled to refuse performance in accordance with the statutory provisions, and, if applicable after setting a deadline, to withdraw from the agreement (Section 321 of the German Civil Code [BGB]). In the case of agreements made regarding non-fungible goods (custom-made items), we can immediately declare our withdrawal from the agreement; the statutory regulations that stipulate it is not necessary to set a deadline remain unaffected.

(1) Until all of our current and future claims from the purchase agreement and the ongoing business relationship (secured claims) have been paid in full, we reserve ownership of the purchased goods.

(2) The goods under reserved ownership may not be garnished by third parties or assigned as security prior to full payment of the secured claims. The customer must immediately inform us in writing if they apply to commence insolvency proceedings or if they provide third parties with access to the goods belonging to us (e.g., garnishments).

(3) If the customer behaves in a way that is contrary to the agreement, in particular if they do not pay the due purchase price, we are entitled to withdraw from the agreement in accordance with statutory provisions and/or to reclaim the goods on the basis of reservation of ownership. Reclaiming the goods does not mutually include a declaration of withdrawal; we are instead exclusively entitled to reclaim the goods and reserve the right of withdrawal. If the customer does not pay the due purchase price, we may only exercise these rights if we have previously given the customer an appropriate deadline to make payment without success, or if it is not necessary to set such a deadline in accordance with statutory provisions.

(4) The customer is entitled to resell and/or process the goods reserved under our ownership in the course of normal business transactions until this is revoked in accordance with (c) below. In this case, the following provisions also apply.

(a) Reservation of ownership extends to the full value of any products that result from processing, mixing or combining our goods, whereby we are deemed to be the manufacturer. If a third party maintains ownership rights after processing, mixing, or combining our goods with theirs, we acquire co-ownership rights proportional to the invoiced values or the processed, mixed, or combined goods. In all other respects, the same applies to any resulting products as to goods delivered under reservation of ownership.

(b) In accordance with the existing paragraph on securities, the customer hereby transfers any claims against third parties resulting from the resale of goods or resulting products to us in full now, or in the amount of any co-ownership share that may be due to us. We accept this assignment. The customers obligations named in Paragraph 2 also apply with regard to assigned claims.

(c) The customer is still entitled to collect a claim with us. We undertake not to collect any claims provided the customer fulfils their payment obligations with us, they are able to pay the purchase price, and we do not have to exercise our right to reserve ownership in accordance with Paragraph 3. If this is the case, we may demand that the customer informs us about the assigned claims and their debtors, provides us with all the information required to collect, issues us with the relevant documents and informs the debtors (third parties) of the assignment. Moreover, in this case, we are entitled to revoke the customer’s authorization to resell and process the goods reserved under our ownership.

(d) If the viable value of the securities exceeds our claims by more than 10%, we will release the securities of our choice upon the customer’s request.

(1) Unless specified otherwise below, statutory provisions apply to the customer’s rights in the case of material or legal defects (including incorrect or undersupply). Statutory provisions regarding the purchase of consumer goods (Section 474 et. seq. of the German Civil Code [BGB]) and the customer’s right to separate guarantees, particularly those issued by the manufacturer, remain unaffected in all cases.

(2) The basis of our liability for defects is, above all, the agreement concluded on the quality and assumed use of the goods (including accessories and instructions). In this sense, all product descriptions and manufacturer information that are the subject matter of individual agreements or that were published by us at the time of concluding the agreement (in particular in catalogues or our internet homepage) are considered to be quality agreements. Unless the quality was otherwise agreed, it must be assessed whether a defect is present or not in accordance with statutory provisions (Section 434 (3) of the German Civil Code [BGB]). Public statements made by the manufacturer or on their behalf, particularly in advertisements or on the labels of goods, take precedence over statements made by third parties.

(3) In general, we are not liable for defects that the customer is aware of when concluding the agreement or that they do not recognize due to gross negligence (Section 442 of the German Civil Code [BGB]). Any defect claims made by the customer are also subject to the prerequisite that they have fulfilled their statutory duty of examination and disclosure (Sections 377, 381 of the Commercial Code [HGB]). If a defect becomes apparent on delivery, during examination or at a later period, we must immediately be informed in writing. In any case, we must be informed in writing about any obvious defects within 5 working days of delivery, or within the same period after discovering any defects not initially recognized during examination. If the customer does not carry out a customary examination and/or notification of defects, our liability for the defects that were not reported, were not reported in good time, or were not reported properly are excluded.

(5) If the delivered item is defective, we may first choose whether we will offer a supplementary performance to resolve the defect (amendment) or if we will delivery an item that is free of defects (replacement delivery). If the type of supplementary performance that we choose is not suitable for the customer on an individual basis, they may refuse it. Our right to refuse supplementary performance under statutory requirements remains unaffected.

(6) We are entitled to make the owed supplementary performance dependent on the customer paying the due purchase price. However, the customer is entitled to hold back part of the purchase price that is proportionally appropriate to the defect.

(7) The customer must give us the necessary time and opportunity for the supplementary performance, and in particular must hand over the faulty goods for inspection purposes. In the case of a replacement delivery, the customer must return the faulty goods to us on our request in accordance with statutory provisions; however, the customer is not entitled to repayment.

(8) We will cover or reimburse the expenses incurred in the efforts required for inspections and supplementary performance, in particular transport, road, work, and material costs, as well as any applicable removal or assembly costs in accordance with statutory provisions and these GTC if a defect is actually present. Otherwise, we may demand that the customer reimburse us for any costs resulting from the unjustified demands for repair if the customer knew or may have been aware that no defects were actually present.

(9) In urgent cases, e.g., if there is a risk of operational safety or to avoid excessive damage, the customer has the right to rectify the damage themselves and demand that we reimburse them for the objective efforts required. We must be informed about any such self-help immediately, or if possible in advance. There is no right to self-help if we were entitled to refuse corresponding supplementary performance in accordance with statutory provisions.

(10) If a reasonable deadline for supplementary performance has been set by the customer and has expired without success, or if this is not necessary in accordance with statutory provisions, the customer can withdraw from the purchase agreement or reduce the purchase price in accordance with statutory provisions. However, there is no right of withdrawal in the case of insignificant defects.

(11) The customers claims to being reimbursed for their efforts in accordance with Section 445a (1) of the German Civil Code [BGB] is excluded, unless the last agreement in the supply chain is a consumer goods purchase (Sections 478, 474 of the German Civil Code [BGB]) or a user agreement for the provision of digital products (Sections 445c, S. 2, 327 (5), 327u of the German Civil Code [BGB]). The customers claims to be reimbursed for damages or wasted expenditure (Section 284 of the German Civil Code [BGB]) only exist in accordance with the subsequent sections 8 and 9, even if the goods are defective.

(1) Unless stated otherwise in these GTC including the provisions below, we are liable for breach of contractual and non-contractual obligations in accordance with legal provisions.

(2) With regard to reimbursement for damages, we are liable within the context of fault-based liability in the event of willful or gross negligence, regardless of the legal basis. In the case of minor negligence, subject to statutory limitations of liability (e.g., exercising diligence in our own affairs; insignificant breach of duty), we are only liable for

(a) damage resulting from injury to life, limb, or health,

(b) damage resulting from breaching a significant contractual obligation (obligations that primarily enable proper performance of the agreement and that contractual partners could reasonably expect to be adhered to and regularly expect to be adhered to); however, in this case, our liability is limited to foreseeable, typical damage.

(3) The limitations of liability arising under Paragraph 2 are also applicable to third parties as well as any obligations breached by persons (or in their favor), that we are responsible for in accordance with statutory provisions. They do not apply if a defect is fraudulently concealed or if a guarantee for the quality of the goods and the customer’s claims was transferred in accordance with the Product Liability Act.

(4) If an obligation is breached but does not result in a defect, the customer may only withdraw or cancel if we are responsible for the breach of obligation. The customer’s right to free cancellation is excluded (in particular in accordance with Sections 650, 648 of the German Civil Code [BGB]). In all other regards, statutory requirements and legal consequences apply.

(1) Contrary to Section 438 (1) No. 3 of the German Civil Code [BGB], the general limitation period for material and legal defects is one year after delivery. If acceptance has been agreed upon, the limitation period starts upon acceptance.

(2) The present limitation periods under sales laws also apply to contractual and non-contractual damage claims made by the customer based on defective goods, unless using the standard statutory limitation period (sections 195, 199 of the German Civil Code [BGB]) would result in a short limitation period in individual cases. The customer’s claims for damages in accordance with Section 8 (2) S. 1 and S. 2 (a), as well as those in accordance with the Product Liability Act, are exclusively subject to statutory limitation periods.

(1) The laws of the Federal Republic of Germany apply to these GTC and the contractual relationship between us and the customer to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the customer is a merchant within the meaning of the Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive – and international – place of jurisdiction for all disputes resulting directly or indirectly from our contractual relationship is our registered office in Wurmlingen. The same applies if the customer is a trader within the meaning of Section 14 of the German Civil Code [BGB]. However, in all cases, we are also entitled to file complaints at the location where the delivery obligation is fulfilled in accordance with these GTC, or at the customer’s general place of jurisdiction in accordance with an overriding individual agreement. Overriding statutory provisions, in particular regarding exclusive responsibilities, remain unaffected.