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General Terms and Conditions of Sale (GTCS)

§ 1 Scope of application

  1. These General Terms and Conditions of Sale (GTCS) shall apply exclusively to entrepreneurs (§ 14 German Civil Code), legal entities under public law or special funds under public law within the meaning of § 310 para. 1 German Civil Code (BGB).
  2. The GTCS apply to all our business relations with our customers („Buyer“) concerning the sale and delivery of movable Goods („Goods“).
  3. These GTCS apply exclusively. Supplementary, conflicting or deviating terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent shall also apply if an unconditional delivery is made to the Buyer, in the knowledge of the Buyer’s terms and conditions.
  4. Written agreements made with the Buyer in individual cases shall in any case take precedence over these GTCS.
  5. Unless agreed otherwise, the GTCS in the version valid at the time of the Buyer’s order or the version last communicated to the Buyer in text form shall also apply to similar future contracts.
  6. Reference to the applicability of statutory provisions is only for clarification purposes. Even without clarification, the statutory provisions shall apply insofar as they are not directly amended or expressly excluded in these GTCS.

§ 2 Conclusion of contract

  1. Our offers are subject to change and non-binding.
  2. A binding offer is made when the Buyer orders the Goods. This offer can be accepted within 14 days of receipt by us, unless otherwise stated in the order.
  3. The contract shall be concluded upon our acceptance of the contractual offer. Acceptance can be declared in writing or by delivery of the Goods to the Buyer.

§ 3 Documents handed over

We reserve the property rights and copyrights to all documents provided to the Buyer in connection with the business relationship (e.g. calculations, drawings, product descriptions). These documents are business secrets which must be treated accordingly and may not be made accessible to third parties.

§ 4 Form

Legally relevant declarations and notifications by the Buyer with regard to the contract (such as the notification or assertion of defect rights) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).

§ 5 Delivery period and delay in delivery

  1. The delivery period is agreed upon individually or stated by us upon acceptance of the order. Otherwise, the delivery period shall be approx. 14 days from the conclusion of the contract date for orders within Germany, respectively 21 days from the conclusion of the contract date for orders within Europe. Compliance with the delivery period stated by us is conditional upon the timely and proper fulfilment of the Buyer’s obligations.
  2. If a delivery period cannot be met due to reasons for which we are not responsible, the Buyer shall be informed thereof without delay, including statement of the expected new delivery period. Should the service provision not be available within the new delivery period, we shall be entitled to withdraw from the contract in whole or in part; any consideration already paid by the Buyer shall be refunded immediately.
  3. The occurrence of our delay in delivery shall be determined in accordance with the statutory provisions; however, a reminder by the Buyer shall be required.
  4. Further statutory claims and rights of the Buyer due to a delay in delivery remain unaffected; the same applies to our statutory rights, in particular in the event of an exclusion of the obligation to perform.

§ 6 Delivery, Transfer of Risk, Default of Acceptance

  1. Delivery shall be made from our warehouse (place of performance). At Buyer’s request and expense, the Goods shall be shipped to another destination (sale to destination). Unless otherwise agreed, we may determine the type of shipment (in particular transport company, shipping route, packaging).
  2. The risk of accidental loss and accidental deterioration of the Goods shall pass to the Buyer at the latest upon handover. In the case of sale by delivery to a place other than the place of performance, the risk of accidental loss and accidental deterioration of the Goods as well as the risk of delay shall pass to the Buyer upon delivery of the Goods to the forwarding agent, the carrier or any other person designated to carry out the shipment. The handover shall be deemed to have taken place if the Buyer is in default of acceptance.
  3. If the Buyer is in default of acceptance or culpably violates other duties to cooperate, we may demand compensation for the damage incurred by us in this respect, including any additional expenses (e.g. storage costs).

§ 7 Prices and terms of payment

  1. Unless otherwise agreed in writing in individual case, our prices current at the time of the conclusion of the contract shall apply ex warehouse, plus statutory value added tax. Packaging costs shall be invoiced separately.
  2. In the case of a sale to destination (§ 6 para. 1), the Buyer shall bear the transport costs ex warehouse. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer, as shall the costs of any transport insurance requested by Buyer.
  3. Unless agreed otherwise, the purchase price shall be due and payable within 14 days of the invoice date.
  4. The Buyer shall be in default upon expiry of the aforementioned payment period. During the period of default, interest shall be charged on the purchase price at the statutory default interest rate applicable at the time. We reserve the right to assert a higher damage caused by default. Our entitlement to commercial maturity interest, § 353 HGB (German Commercial Code), remains unaffected vis-à-vis merchants.
  5. The Buyer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. Counter rights of the Buyer arising from warranty shall remain unaffected.

§ 8 Retention of title

  1. We reserve title to the Goods sold until full payment of all present and future claims arising from the purchase contract and an ongoing business relationship.
  2. The Goods subject to retention of title may neither be pledged to third parties nor assigned as security. The Buyer must notify us in writing immediately if an application for the opening of insolvency proceedings has been filed or third parties access the Goods belonging to us.
  3. The Buyer is authorised to resell the Goods subject to retention of title in the ordinary course of business. In this case, the Buyer hereby assigns to us as security all claims against third parties arising from the resale of the Goods. We accept the assignment. The Buyer remains authorised to collect the claim in addition to us. We undertake not to collect the claim as long as the Buyer meets his payment obligations towards us and there is no deficiency in his ability to pay. Otherwise, the Buyer shall provide all information necessary for collection.

§ 9 Warranty and claims for defects

  1. The statutory provisions shall apply to the Buyer’s rights in the event of material defects and defects of title, unless otherwise stipulated below.
  2. The assertion of warranty rights by the Buyer presupposes that he has duly fulfilled his obligations to inspect the Goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB); in particular, that he has immediately notified us in writing of any defect discovered upon delivery or at a later date.
  3. In the event that the Goods are defective, we may choose between subsequent performance by remedying the defect (rectification) or delivery of a defect-free item (replacement). Our right to refuse subsequent performance under the statutory conditions remains unaffected. If the supplementary performance has failed, the Buyer may withdraw from the contract or reduce the remuneration without prejudice to any claims for damages. In the event of an insignificant defect, withdrawal shall be excluded.
  4. Remedial performance can be made dependent on payment of the purchase price due. However, the Buyer shall be entitled to retain an appropriate part of the purchase price in proportion to the defect.
  5. The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, labour and material costs, shall be reimbursed in accordance with the statutory provisions if the defect actually exists. Otherwise, the Buyer shall bear all costs arising from the unjustified request to remedy the defect; unless the lack of defectiveness was not recognisable to the Buyer.
  6. Buyer’s claims for damages or reimbursement of frustrated expenditures only exist in case of defects and only in accordance with § 10; otherwise they shall be excluded.

§ 10 Other liability

  1. Unless agreed otherwise in these GTCS, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.
  2. In the event of intent and gross negligence, we shall be liable for damages within the scope of fault-based liability. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability, for
    a) damages resulting from injury to life, body or health,
    b) damages arising from the breach of an essential contractual obligation, i.e. an obligation whose fulfilment is a prerequisite for the proper performance of the contract and the observance of which the contractual partner may regularly rely on; in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage.
  3. The limitations of liability standardised in para. 2 do not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the Goods has been assumed, as well as for claims of the Buyer under Product Liability Law (Produkthaftungsgesetz).

§ 11 Limitation

  1. By derogation from Section 438 (1) No. 3 German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title shall be one year from the date of delivery.
  2. The above mentioned limitation periods of the law on sales also apply to contractual and non-contractual claims for damages of the Buyer 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 the individual case. Claims for damages by the Buyer pursuant to § 10 para. 2 sentence 1, sentence 2a) and pursuant to Product Liability Law (Produkthaftungsgesetz) shall become statute-barred exclusively in accordance with the statutory limitation periods.

§ 12 Choice of law and place of jurisdiction

  1. This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. Exclusive place of jurisdiction for all disputes arising from and in connection with this contract is our registered office in Germany, unless otherwise agreed individually.

Date: 22.02.2021