General Terms of Business

1. These General Terms of Business apply to all our offers and contracts. Deviating agreements and terms of business of our contract partner (customer) are only effective if we have expressly confirmed their validity in writing.
2. Our General Terms and Conditions shall also be effective if we do not expressly refer to them in subsequent contracts within the framework of an ongoing business relationship.

§2 – Offer and conclusion of contract

1. Unless expressly stated otherwise in writing, our offers are non-binding. Contracts are therefore only concluded when our written order confirmation has been received or the goods have been delivered.
2. Our written order confirmation is decisive for the terms of the contract; if one is issued.
3. Our offers include delivery ex factory without packaging, unless expressly stated otherwise. Transport, packaging and assembly are therefore to be remunerated separately.

§3 – Time of performance

1. Delivery or other times of performance are – unless expressly agreed as binding – to be regarded as non-binding.
2. If a deadline has been set for the delivery or service, this shall commence – unless otherwise agreed – at the time of our written order confirmation; in the absence of such, with order processing at our company.
3. Our obligation to supply shall be suspended as long as the customer is in arrears with their payment obligations.
4. Insofar as we are obliged to compensate the customer for damage caused by default due to a delay, this shall amount to ½% of the order value of the complete delivery for each full week of delay – up to a maximum of 5% in total. The customer can only claim higher damages with appropriate proof and only if the actual amount of damages is more than 25% higher than the flat-rate compensation.

§4 – Force majeure

1. If it becomes temporarily impossible or considerably more difficult for us to provide the service in whole or in part due to force majeure, an agreed delivery time shall be extended by the duration of this impediment to performance. The same applies to a deadline set by the customer for the provision of the service, in particular for extensions in accordance with §281 para. 1, 323 para. 2 of the German Civil Code.
2. The customer shall not be entitled to withdraw from the contract or to claim compensation before the expiry of the extended delivery period or performance period pursuant to No. 1 above. The exclusion of the right to rescind ends if the impediment to performance lasts for more than three months. Furthermore, it shall not apply if the customer is entitled to withdraw from the contract without extension notification in accordance with §323 para. 2 of the German Civil Code. If the impediment to performance lasts for more than three months, we shall also be entitled to withdraw from the contract.
3. Events of force majeure include, in particular, war, warlike conditions, mobilisation, import and export bans and blockades. The following are also considered to be force majeure: Transport obstructions, breakdowns, delays in the delivery of raw materials, strikes, lockouts and other industrial disputes as well as other unforeseeable, exceptional circumstances which are no fault of our own.

§5 – Passage of risk

1. The risk of accidental loss and accidental deterioration shall pass to the customer when the goods are handed over to the haulage company; this also applies if the delivery is free to destination. In the case of dispatch with our own vehicles, the risk shall pass to the customer upon loading.
2. The above No. 1 shall not apply if the customer is a consumer within the meaning of §13 of the German Civil Code.
3. Persons who sign the delivery note on collection or at the unloading point shall be deemed to be authorised to accept and confirm receipt of the goods.

§6 – Condition of the goods

Insofar as reference is made in offers, order confirmations or other documents to descriptions of goods, in particular brochures, information sheets or processing instructions, or these are otherwise included in a contract, this does not constitute a guarantee for a specific quality or durability of the goods described. The same applies to descriptions in relevant technical standards.

§7 – Inspection of the goods

1. If the customer is a commercial entity, they must notify a complaint in writing within one week of delivery at the latest in accordance with §377 of the German Commercial Code. The notification must state the type of goods, the type of deviation or defect, the delivery day and the delivery note number. Hidden defects must be notified to us in writing immediately, at the latest within one week of their discovery.
2. The customer may not process or install rejected or recognisably defective goods. If they violate this obligation, we shall not be liable for damages resulting from the processing or installation. Furthermore, in this case the customer shall bear the extra costs incurred in rectifying the defect due to the processing or installation and shall reimburse us if necessary.

§8 – Rights of the customer in the event of defects

1. The customer’s rights in the event of defects shall be governed by the statutory provisions. However, if the customer is not a consumer (§ 13 German Civil Code), the provisions of the following No. 2 – 8 shall apply in a restrictive manner.
2. A defect shall not be deemed to exist in the event of deviations or modifications that remain within the scope of the relevant technical standards. The same applies to customary, technically unavoidable deviations, insofar as the usability of the goods for the contractually stipulated use is not impaired.
3. If a specific quality of the goods has been agreed, a deviation from this shall only constitute an insignificant defect if the suitability of the goods for the contractually stipulated use is not or only insignificantly impaired. In this case, claims for damages and withdrawal from the contract due to the defect are excluded.
4. The customer’s claim to subsequent performance shall be limited to a rectification (repair) of the goods if this is reasonable for the customer, in particular if it is suitable for remedying the defect in the same way as a replacement delivery of the goods.
5. The customer may only invoke failure of subsequent performance if at least two attempts at subsequent performance have been unsuccessful and at least three weeks have elapsed since the notification of defects.
6. A deadline set by the customer for subsequent performance is unreasonable if it is less than 3 weeks – calculated from the day on which we receive the extension notification. Extensions must be set in writing.
7. In cases of slight negligence, we shall only be liable for damages incurred by the customer due to a defect in the delivered item up to the amount of the typical average damage incurred. This does not apply to damages resulting from injury to life, limb or health.
8. With the exception of the claims specified in §478 BGB (German Civil Code), all rights of the customer due to the defect shall fall under the statute of limitation within 1 year of delivery. This does not apply in cases of intent and gross negligence or for claims for damages due to injury to life, limb or health. It also does not apply if goods delivered or assembled by us are used for a building. In the cases of clauses 2 and 3, the statutory period of limitation shall apply.
9. A defect shall be deemed to exist if goods other than those owed or quantities other than those owed are delivered.

§9 – Restriction of liability

1. In cases of simple negligence, we shall only be liable for the infringement of material contractual obligations up to the amount of the average foreseeable damage typically occurring. This does not apply to damages resulting from injury to life, limb or health.
2. We shall only be liable for the infringement of non-material contractual obligations if the breach of duty is based on intent or gross negligence. This does not apply to damages resulting from injury to life, limb or health.
3. The above No. 1 and 2 shall apply accordingly to claims for damages other than contractual claims, in particular claims arising from unauthorised action, with the exception of claims arising from § 1 and 4 of the Product Liability Law. This restriction of liability also applies in favour of our employees, workers, staff, representatives and persons employed in performing obligations for us.

§10 – Prices

Prices are always subject to VAT unless this is shown separately.

If raw material, energy or wage costs increase significantly between conclusion of the contract and delivery, we shall be entitled to adjust the prices accordingly against proof of these increases. A change of more than 10% in the price index for the living expenses for a 4-person employee household with a medium income (1980 = 100%) as officially determined by the Federal Statistical Office is deemed to be significant.

§11 – Payment

1. Our invoices are payable immediately and without deduction. Discounts are only granted by special agreement. Discount periods are then calculated from the invoice date. Only the value of the goods without freight, unloading or assembly costs is discountable.
2. We accept cheques and bills of exchange only after corresponding agreement and only on account of performance. All expenses and costs shall be borne by the customer.
3. If the customer is in default of payment, we shall be entitled, at our discretion, to make further deliveries or services dependent on advance payments or the provision of security (even if we have granted supplier credit), to demand compensation instead of performance or to withdraw from the contract. Further claims for interest and damages remain unaffected.
4. If partial payments have been agreed and the customer is more than 14 days in arrears with an instalment, the entire purchase price shall become due immediately.
5. In the event of imminent insolvency or a significant deterioration in the customer’s financial circumstances, we shall be entitled to demand immediate payment of all outstanding invoices, including those not yet due.
6. In the case of claims arising from several deliveries or services, the offsetting of receipt of money against one or the other debt shall be at our discretion. The customer shall not be entitled to withhold or refuse payment on account of any claims, even if they are based on complaints. Nor may they offset any counterclaims which we have not expressly recognised or which have not been legally established or are not ready for a legally binding decision.

§12 – Retention of title

1. The delivered goods shall remain our property as goods subject to reservation of title until payment of the purchase price and repayment of all claims arising from the business relationship and any claims still arising in connection with the purchased item. The inclusion of individual claims in a current invoice or the striking of a balance and its recognition shall not cancel the retention of title. If, in connection with the payment of the purchase price by the customer, a bill of exchange liability is established on our part, the retention of title shall not expire before the bill of exchange has been honoured by the customer as drawee. If the customer defaults on payment, we shall be entitled to take back the goods subject to reservation of title after issuing a reminder notice and the customer shall be obliged to surrender them.
2. If goods subject to reservation of title are processed by the customer into a new movable item, the processing shall be carried out for us without any obligation on our part. The new item then becomes our property. In the event of processing together with goods not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to reservation of title to the other goods at the time of processing. If goods subject to reservation of title are combined, mixed or blended with goods not belonging to the customer in accordance with §§947, 948 of the German Civil Code, the customer shall become co-owner in accordance with the statutory provisions. If the customer acquires ownership by combining, mixing or blending, they hereby transfer co-ownership to us in the ratio of the value of the goods subject to reservation of title to the goods at the time of combining, mixing or blending. In such cases, the customer shall store the item owned or co-owned by the seller, which is also deemed to be goods subject to reservation of title within the meaning of the following provision, free of charge.
3. If goods subject to reservation of title are sold by the customer, alone or together with goods not belonging to us, the customer hereby assigns the claims arising from the resale in the amount of the value of the goods subject to reservation of title with all subsidiary rights and priority over the rest; we accept the assignment. The value of the goods subject to reservation of title shall be the amount invoiced by us plus a security surcharge of 10%, which, however, shall not be recognised if it conflicts with the rights of third parties. If the resold goods subject to reservation of title are co-owned by us, the assignment of the claim shall extend to the amount corresponding to our share in the co-ownership. §12 number 1 clause 2 applies accordingly to the extended retention of title; the advance assignment pursuant to §12 number 3 clause 1 and 3 also extends to the balance claim.
4. If the goods subject to reservation of title are installed by the customer as an essential component in the property of a third party, the customer hereby assigns their future claims for remuneration against the third party or the party concerned in the amount of the invoice value of our claim with all subsidiary rights, including the right to the granting of a debt-securing mortgage. we accept the assignment. The customer is authorised to collect the claims in their own name. Incoming payments by the third party shall only be offset against the claim not assigned to us. If the customer’s claim has been repaid, the customer must transfer the third party’s further payments on the claim assigned to us directly to us.
5. If goods subject to reservation of title are installed by the customer as an integral part of the customer’s property, the customer hereby assigns the claims arising from the commercial sale of the property or property rights in the amount of the value of the goods subject to reservation of title with all subsidiary rights and with priority over the rest; we accept the assignment. §12 number 2 clause 2 and 3 apply accordingly.
6. The customer shall only be entitled and authorised to resell, use or install the goods subject to reservation of title in the normal, proper course of business and only on condition that the claims within the meaning of § 12 numbers 3, 4 and 5 are actually transferred to us. The customer is not authorised to dispose of the goods subject to reservation of title in any other way, in particular by pawning them or transferring ownership by way of security. They are obliged to secure our rights in the event of resale of the goods subject to reservation of title in the amount of the purchase price claim on credit.
7. We authorise the customer, subject to revocation, to collect the claims assigned in accordance with § 12 numbers 3, 4 and 5. We will not make use of our own collection authority as long as the customer meets their payment obligations, including to third parties. Upon request, the customer must name the debtors of the assigned claims and notify them of the assignment; we are authorised to notify the debtors of the assignment ourselves.
8. The customer must inform us immediately of any enforcement measures taken by third parties against the goods subject to reservation of title or the assigned claims, handing over the documents necessary for the objection. The right to resell, use or install the goods subject to reservation of title and the authorisation to collect the assigned claims shall expire upon cessation of payment, application for or opening of insolvency proceedings or out-of-court settlement proceedings; the direct debit authority shall also expire in the event of a cheque or bill protest.
9. The securities provided for us shall also extend to those liabilities that are unilaterally established by the insolvency administrator in the event of insolvency by way of a choice of performance.
10. If the customer has already provided other securities or if further securities are provided at a later date, we may only demand additional security in accordance with the provisions of §12 numbers 4 and 6 if the realisable value of all securities together does not exceed 110% of the secured purchase price claim. If this value is exceeded, the customer shall have a corresponding claim to the release of securities. For the valuation of securities, 140% of the estimated value is used as the limit for the creation of a release claim for security collateral, and 140% of the nominal value for receivables assigned as collateral.

§13 – Purchase on trial

1. If goods are sold on a trial basis and the value of the goods exceeds €2500, the customer is obliged to insure the goods at their own expense. If the purchase item is not approved, the customer is obliged to pay us compensation amounting to 0.5% of the value of the purchase item for each day of use. The customer has the right to prove that we have actually incurred significantly less damage.
2. Field tests of the goods may only be carried out in our presence. The field test is permitted for a maximum duration of 3 machine hours. If this time is exceeded by more than 10%, the goods shall be deemed to have been purchased without reservation.

§14 – Final provisions

1. The place of performance for payment is our place of business.
2. If the contracting party is a commercial entity, a legal entity under public law or a special fund under public law, the courts with jurisdiction for the registered office of our company are agreed to have jurisdiction. The same applies if the contracting party does not have a general place of jurisdiction in Germany or if the party moves its domicile or usual place of residence outside the scope of German law after conclusion of the contract or if its domicile or usual place of residence is not known at the time the action is filed. We are entitled to sue the customer at our discretion before the courts having jurisdiction for them.
3. The contractual relationship shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
4. Should one of these provisions be or become void, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. The statutory provisions shall then apply in addition.