Terms and Conditions

1. The following terms of sale and delivery apply to all present and future business relationships.

2. Deviating, conflicting or supplementary general terms and conditions of the contractual partner shall not become part of the contract – even if known to us – unless their applicability is expressly confirmed in writing.

1. Our offers are non-binding. Technical modifications, as well as changes in form, colour, dimensions and/or weight, remain reserved within reasonable limits. This also applies with regard to information provided in brochures or similar documents.

2. By placing the order, the contractual partner bindingly declares its intention to conclude the contract. We are entitled to accept the offer within two weeks of its receipt by us. Acceptance may be declared either in writing or by delivery of the goods.

3. The conclusion of the contract is subject to correct and timely supply to us by our own suppliers. This applies only where we are not responsible for the non-delivery, in particular where a congruent covering transaction has been concluded with our supplier. The contractual partner shall be informed without delay of the unavailability of the performance. Any consideration already rendered shall be refunded without delay.

1. We are entitled to withdraw from the contract if it emerges that the contractual partner has provided false or incomplete information regarding its creditworthiness. In addition, a right of withdrawal exists in particular where a trade credit insurer declines to provide cover.

2. The contractual partner remains entitled to avert the exercise of the right of withdrawal by providing a directly enforceable contract-performance guarantee, unlimited in time, from a major German bank, savings bank or insurance company.

1. Unless otherwise stated in the order confirmation, our prices apply "ex works", excluding packaging; the latter is invoiced separately.

2. Subject to any different due-date arrangement expressed in our order confirmation, the contractual partner undertakes to make payments within 10 days of receipt of the invoice. Upon expiry of this period, the contractual partner shall be in default of payment even without a specific reminder. During the period of default, the monetary debt shall bear interest at 8% above the applicable base interest rate. We reserve the right to assert a proven higher loss caused by the default.

3. Bills of exchange and cheques are accepted only on account of payment and subject to timely and full honouring, without our being obliged to accept them. Any costs arising in connection with bills of exchange or cheques shall be borne by the contractual partner.

4. Failure to comply with payment terms, or other circumstances indicating a material deterioration in the contractual partner's financial position, entitle us to call due all claims arising from the business relationship – irrespective of any payment arrangements made. If delivery has not yet taken place, we are obliged to effect it only against advance payment. Likewise, we reserve the right to declare withdrawal from the contract.

5. The contractual partner has a right of set-off only where its counterclaims have been finally established by a court of law or acknowledged by us. The contractual partner may exercise a right of retention only where its counterclaim is based on the same contractual relationship. In that case, too, the counterclaim must have been acknowledged or finally established by a court of law.

Delivery times stated by us are always approximate figures only. An absolute prerequisite for meeting the delivery times is the clarification of all technical questions, as well as – in particular – the timely and proper fulfilment of all obligations of the contractual partner.

If the contractual partner is in default of acceptance of the goods, we are entitled, after setting a reasonable period of grace, to withdraw from the contract and to claim damages.

The claim for damages amounts to 25% of the order value, whereby the contractual partner remains expressly entitled to prove that the loss was lower or that no loss was incurred.

Likewise, we reserve the right to assert any higher loss separately.

1. Title to the goods is retained until full settlement of all claims arising from the ongoing business relationship – including claims arising in the future.

2. The contractual partner undertakes to treat the goods with care; in particular, it is obliged to insure them adequately at its own expense against fire, water and theft damage (at replacement value).

3. The contractual partner assigns to us, by way of security, all claims against the insurer or insurers.

4. The contractual partner is obliged to notify us without delay of any access by third parties to the goods, for example in the event of a seizure, as well as of any damage to or destruction of the goods. The contractual partner must likewise notify us without delay of any change in possession of the goods and of any change of its own business or residential address. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs incurred by us in safeguarding our rights, the contractual partner shall be liable for the shortfall incurred by us.

5. In the event of conduct by the contractual partner in breach of contract, in particular default of payment or breach of any of the foregoing paragraphs of this provision, we are entitled to withdraw from the contract and to demand the return of the goods.

6. The contractual partner is entitled to resell the goods in the ordinary course of business. It hereby assigns to us all claims in the amount of the invoice value that accrue to it from the resale to a third party. We accept the assignment. Following the assignment, the contractual partner is authorised to collect the claim. We reserve the right to collect the claims ourselves as soon as the contractual partner fails to duly meet its payment obligations and falls into default of payment.

7. Any treatment and processing of the goods by the contractual partner is always carried out for us – in our name and on our behalf. If the goods are processed, combined, mixed or blended with items not belonging to us, we acquire co-ownership of the new item in the proportion of the value of the goods supplied by us to the value of the other components. In all cases, the contractual partner shall keep the new item in safe custody for us free of charge.

We reserve property rights and copyright in drafts, cost estimates, drawings, transparencies, films and other documents and information carriers. The relevant documents/information carriers may not be copied or made accessible to third parties – in whatever form – without our consent. The contractual partner expressly acknowledges that it is obliged to maintain confidentiality in this respect.

We undertake to release the security transferred to us – for whatever reason – at the contractual partner's request, insofar as the value of our security exceeds the claims to be secured by more than 20%.

1. The risk of accidental loss and accidental deterioration of the goods passes to the contractual partner upon handover or, in the case of a sale by dispatch, upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the dispatch.

2. Handover is deemed to have occurred if the contractual partner is in default of acceptance.

1. For any defects in the goods, we shall initially provide warranty, at our option, by rectification or replacement delivery. In the case of rectification, we must be granted at least two attempts at rectification.

2. If subsequent performance fails, the contractual partner may, as a rule and at its option, demand a reduction of the remuneration (abatement) or rescission of the contract (withdrawal). In the case of only a minor breach of contract, in particular only minor defects, however, the contractual partner has no right of withdrawal.

3. The contractual partner is obliged to inspect the goods carefully without delay after receipt and to notify us in writing of any recognisable defects within a period of 5 days – likewise from receipt of the goods; otherwise the assertion of warranty claims is excluded. Timely dispatch is sufficient to meet the deadline. The contractual partner bears the full burden of proof for all conditions of the claim, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notice of defect.

4. If, on account of a defect of title or a material defect, the contractual partner elects to withdraw from the contract after subsequent performance has failed, it shall have no additional claim for damages on account of the defect. If the contractual partner elects to claim damages after subsequent performance has failed, the goods shall remain with the contractual partner where this is reasonable for it. The damages shall be limited to the difference between the contract price and the value of the defective item. This does not apply where we caused the breach of contract fraudulently.

5. The warranty period is one year from delivery of the goods.

6. In principle, only the manufacturer's product description is deemed to be agreed as the quality of the goods. Public statements, recommendations or advertising by the manufacturer do not, in addition, constitute contractual quality specifications of the goods. Information on the object of delivery and performance, on the purpose of the negotiations, etc. (e.g. dimensions, weight, colour designation) is to be regarded as approximate. Merely insignificant deviations do not give rise to a warranty claim. Deviations from samples or from earlier deliveries are avoided as far as technically possible. Technically caused excess or short performance does not constitute a defect. In the case of custom-made products, excess or short deliveries of up to 10% remain reserved. No warranty claims may be derived from this. Residual quantities from supply contracts and material surpluses – demonstrably customer-specific procurement – as well as non-amortised costs are invoiced after expiry, provided this has been made known.

7. The contractual partner does not receive from us any guarantee in the legal sense.

1. We are not liable for the slightly negligent breach of immaterial contractual obligations.

2. The above limitation of liability does not affect claims of the contractual partner arising from product liability. Furthermore, the limitation of liability does not apply in the case of personal injury or damage to health attributable to us, or loss of life of the contractual partner.

3. Claims for damages by the contractual partner on account of a defect become time-barred one year after delivery of the goods. This does not apply where we can be accused of fraudulent intent, nor in the case of personal injury or damage to health attributable to us, or loss of life of the contractual partner.

4. Insofar as damages are payable, our liability is limited to the foreseeable, contract-typical, direct average loss according to the nature of the goods.

Default occurs only if, after expiry of a period of grace of at least 4 weeks to be set by the contractual partner, we have still not performed in accordance with the contract – for reasons for which we are responsible.

Claims for damages by the contractual partner, where the latter has in turn been held liable for damages by its own customer, are excluded.

More extensive claims pursuant to Section 478 of the German Civil Code (BGB) remain unaffected.

1. The law of the Federal Republic of Germany applies. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply.

2. If the contractual partner is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is our registered place of business. The same applies if the contractual partner has no place of jurisdiction in Germany, or if its domicile or habitual residence is not known at the time the action is brought.

3. Should individual provisions of the contract – including these general terms and conditions – be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.