Terms of delivery and payment
I. Scope
1. The following conditions of sale apply to all contracts concluded between the buyer and us relating to
the delivery of goods. They also apply to all future business relationships, even if they are not expressly
agreed again at that time. Conditions on the part of the buyer, which differ from ours and which we do
not explicitly acknowledge, are not binding for us, even if we do not expressly contradict them. The
following conditions of sale therefore also apply if we execute an order from the buyer without reserve
while being aware of opposing or differing conditions on the part of said buyer.
2. All agreements made between the buyer and us for the execution of the purchase contracts have
been set out in writing in the contracts.
II. Offer and conclusion of the contract
1. An order from the buyer which can be considered as an offer to conclude a purchase contract can be
deemed accepted if, within two weeks, we send on an order confirmation or send the products ordered.
2. Our offers are non-binding and subject to confirmation, unless we have expressly described them as
binding.
3. We reserve our proprietary rights, copyrights and all other protective rights for all diagrams, cost
estimates, drawings and other documents. The buyer may only pass these on to third parties after
obtaining written permission from us, irrespective of whether we have identified these materials as
confidential or not.
III. Terms of payment
1. Unless stated otherwise in the order confirmation, our prices are ex works and exclude packaging.
Our prices do not include statutory VAT. This will be shown separately on the invoice to the amount
applicable on the date of invoicing.
2. A discount shall only be granted where there is a special written agreement to this effect between us
and the buyer. The net purchase price (without any discount) becomes payable as soon as the invoice is
received by the buyer, unless the order confirmation specifies otherwise. Payment shall only be
considered complete once we have received the amount owed. In the case of payments made by
cheque, payment shall be considered complete once the check has been cashed.
3. If the buyer falls behind in their payment, the legal provisions in place shall apply.
4. Even if notifications of defects or counterclaims are made, the buyer is only entitled to offset if the
counterclaims have been legally established or have been acknowledged by us or are undisputed. The
buyer may only exercise a right of retention if their counterclaim is based on the same contractual
relationship.
IV. Delivery and performance times
1. Delivery deadlines or periods which have not been expressly agreed as binding should be understood
as non-binding and for information purposes only. The delivery time stated by us does not begin until all
technical issues have been resolved. Equally, the buyer must fulfil all their obligations on time and in the
proper manner.
2. If the underlying purchase contract relates to a fixed transaction within the meaning of § 286,
Paragraph 2, No 4 BGB ("Bürgerliches Gezetzbuch" or Civil Code) or of § 376 HGB ("Handelsgesetzbuch"
or Commercial Code"), we shall be liable as per the statutory regulations in place. The same applies if,
owing to a delayed delivery for which we are responsible, the buyer is entitled to assert a
discontinuance of their interest in any further fulfilment of the contract. In such instances, our liability
shall be limited to foreseeable, typical damages where the delayed delivery is not due to a deliberate
violation of the contract for which we are responsible, with us being held responsible for a fault of our
representatives or agents.
Similarly, we shall be liable to the buyer for a delayed delivery as per the statutory regulations in place if
said delay is due to an intentional or grossly negligent violation of the contract, where we are held
responsible for a fault of our representatives or agents. If the delay is not due to a deliberate violation of
the contract for which we are responsible, our liability shall be limited to foreseeable, typical damages.
3. In the event that a delayed delivery for which we are responsible is due to a culpable violation of an
important contractual obligation, where we are held responsible for a fault of our representatives or
agents, we shall be liable as per the statutory provisions in place, with the proviso that, in such an
instance, the liability for damages is limited to foreseeable, typical damages.
4. Otherwise, the buyer can, in the event of a delayed delivery for which we are responsible, assert a
flat-rate compensation claim amounting to 3% of the delivery value for each full week of the delay but
not exceeding 15% of said delivery value.
5. Any further liability for a delayed delivery for which we are responsible is ruled out. All other statutory
claims and rights on the part of the buyer, apart from the compensation claim arising from a delayed
delivery for which we are responsible, remain unaffected.
6. We reserve the right to make partial deliveries and provide partial services at all times, provided this
is deemed acceptable for the customer.
7. If the buyer fails to accept delivery, we are entitled to demand compensation for the ensuing
damages and any extra expenditure incurred. The same applies if the buyer culpably violates their duty
to cooperate. When a case of default of acceptance or payment arises, the risk of any accidental
deterioration in, or destruction of, the goods is transferred to the buyer.
V. Transfer of risk: packing and shipping
1. Loading and shipping take place uninsured at the buyer's own risk. We will endeavour to satisfy the
buyer's wishes in terms of their desired shipping method and route; any extra expense incurred by this –
even in the event of an agreed carriage paid delivery – must be borne by the buyer.
2. In accordance with the applicable regulations on packaging (in German: "Verpackungsverordnung),
we do not take back any transportation or packaging material, apart from pallets. The buyer must
dispose of the packaging at their own expense.
3. If the shipping of the goods is delayed at the request or fault of the buyer, we will store the goods at
the buyer's expense and risk. In such instances, the notification of readiness for shipment is equivalent
to actual shipment.
4. If the buyer wishes, we can secure the delivery by taking out transportation insurance. The buyer
must cover the cost of this.
VI. Warranty/Liability
1. Claims on the part of the buyer relating to defects can only be made if the buyer has correctly fulfilled
their obligations to examine the goods and notify us of any defects as per § 377 HGB.
2. Where a defect in the goods for which we are responsible exists, we are obliged, to the exclusion of
the buyer's rights, to rectify the problem by withdrawing from the contract or reducing the purchase
price, unless the statutory regulations in place entitle us to refuse to take such courses of action. The
buyer must give us an appropriate amount of time to remedy the defect. The buyer can choose between
having the fault repaired or having a new product delivered. Where we repair the fault, we shall cover
the necessary costs, provided these do not increase because the subject of the contract is located in a
different place to the place of fulfilment.
If the repair is unsuccessful, the buyer can choose to either have the purchase price reduced or declare
their withdrawal from the contract. The repair shall be considered a failure if the second attempt is
unsuccessful, except where, because of the nature of the subject of the contract, further attempts at a
repair are appropriate and deemed acceptable to the buyer.
Compensation claims for damages at the terms mentioned below cannot be asserted by the buyer until
the attempt at repair has failed. This does not affect the buyer's right to assert further compensation
claims for damages at the terms mentioned below.
3. The buyer's warranty claims shall expire one year after the goods have been delivered to the buyer,
unless we have fraudulently concealed the defect. In such instances, the statutory regulations in place
shall apply. Our obligations arising from Section VI, Paragraphs 4 and 5 are not affected by this.
4. In accordance with the legal provisions in place, we are obliged to take back the new goods or reduce
the purchase price (even without the otherwise necessary notification period) if the buyer's customer,
as a consumer of the new movable goods sold (purchase of consumer goods), was able to demand of
the buyer that the goods be taken back or the purchase price reduced owing to a defect in same or if the
buyer is faced with some similar recourse claim resulting from this. Furthermore, we are obliged to
refund the buyer's expenses, in particular transportation, infrastructure, labour and material costs,
which the buyer has incurred in relation to the end consumer within the context of the repair based on a
defect in the goods present at the time of the transfer of risk from us to the buyer. This claim is ruled
out if the buyer has correctly fulfilled their obligations to examine the goods and notify us of any defects
as per § 377 HGB.
5. The obligation as per Section VI, Paragraph 4 is ruled out where the fault in question is due to
advertising claims or other contractual agreements not emanating from us, or where the buyer has
given the end consumer a special guarantee. The obligation is also precluded if the buyer was not
obliged, based on the statutory regulations in place, to exercise the warranty rights with respect to the
end consumer or where the buyer has not made such a complaint with respect to a claim made to them.
This also applies of the buyer has undertaken warranties with respect to the end consumer that go
beyond what is required by legislation.
6. As per the legal provisions in place, we shall bear unlimited liability for damages to life, body or health
resulting from a negligent or intentional violation of our duties, those of our statutory representatives of
those of our agents, as well as for damages covered by the liability described in the
"Produkthaftungsgesetz" (Product Liability Act). For damages not covered by the previous sentence but
which are due to intentional or grossly negligent contractual violations or malice on our part or that of
our statutory representatives or agents, we shall be liable in accordance with the legal provisions in
place. In such instances, liability for damages is limited to foreseeable, typical damages, unless we, our
statutory representatives or our agents have acted with intent.
To the extent where we have given a quality and/or durability guarantee in relation to the goods or
parts thereof, we shall be liable also within the scope of this guarantee. For damages due to the absence
of the quality or durability guaranteed but which do not appear immediately on the goods, we shall only
be liable if the risk of such damages is obviously covered by the quality and durability guarantee.
7. We shall also be liable for damages caused by ordinary negligence, provided the negligence relates to
the violation of contractual obligations that are of particular importance for the achievement of the
contract's purpose (cardinal obligations). However, we shall only be liable where the damages are
typical and foreseeable in connection with the contract.
8. Any further liability is, irrespective of the legal nature of the claim being asserted, ruled out. This
applies in particular to tort claims or claims to a reimbursement of fruitless expenses instead of
performance.
Our liability as per Section IV, Paragraphs 2 to 5 of this contract is not affected by this. Wherever our
liability is limited or ruled out, this also applies to the personal liability of our employees, workers, staff,
representatives and agents.
9. Compensation claims for damages on the part of the buyer based on a defect shall expire one year
after the goods have been delivered. This does not apply in the event of damages to life, body or health
caused by us, our statutory representatives or our agents or in instances where we or our statutory
representatives have acted with intent or in a grossly negligent manner or where our simple agents have
acted with intent.
VII. Reservation of ownership
1. Up until all receivables owed to us by the buyer, now or in the future, including all current account
balance claims, are paid, the goods delivered (goods subject to retention of title) remain our property. In
the event of the buyer behaving in a way that constitutes a breach of contract, e.g. a default in payment,
we have the right, after prior setting of a suitable deadline, to take back those goods subject to
retention of title. If we take back the goods, this constitutes a withdrawal from the contract.
Similarly, if we seize the goods subject to retention of title, this constitutes a withdrawal from the
contract. After taking back the goods, we are entitled to utilise them commercially. After deducting an
appropriate amount for the costs of this use, the proceeds must be offset against the amount owed to
us by the buyer.
2. The buyer must take good care of the goods subject to retention of title and adequately insure these
at their replacement value against damages from fire, water and theft. Any maintenance or inspection
work necessary must be carried out on time by the buyer at their own expense.
3. The buyer is entitled to sell and/or use the goods as part of a proper commercial transaction,
provided they have not defaulted in their payment. Any mortgaging or security assignments are
forbidden. All claims resulting from the selling on of the goods or from any other legal reason
(insurance, unauthorised handling) in relation to the goods subject to retention of title (including all
current account balance claims) must be transferred to us now by the buyer for security's sake. We
hereby accept said transfer. We revocably authorise the buyer to withdraw the claims assigned to us on
its own behalf and in its own name. The debit authorisation can be revoked at any time if it happens
that the buyer is not correctly meeting their payment obligations. The buyer is not authorised to assign
this claim by way of factoring, even if this is done for the purpose of collecting receivables, unless at the
same time the obligation to use factoring is justified by stipulating that the compensation amounting to
the figure for the receivables is paid directly to us for as long as receivables on our part exist against the
buyer.
4. Any processing or reconstruction of the goods subject to retention of title by the buyer is undertaken
for us. Wherever the goods are processed with other goods which do not belong to us, we shall acquire
co-ownership of the new item in the ratio of the value of the goods subject to retention of title (final
invoice amount including VAT) to the other processed items at the time of processing. The same
conditions apply to the new item created after processing as apply to the goods subject to retention of
title. In the event of an inseparable mixture of the goods subject to retention of title with other 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 retention of title (final invoice amount including
VAT) to the other mixed in items at the time of mixing. If, as a result of the mixing, the buyer's item can
be considered the main item, we and the buyer agree that the latter will transfer proportional coownership of this item to us. We hereby accept this transfer. The buyer will protect our sole or joint
ownership in an item created in such fashion for us.
5. In the event of third parties accessing the goods subject to retention of title, in particular in the event
of a seizure of said goods, the buyer will point out our ownership of the goods to the third party
involved and inform us immediately so that we can assert our proprietary rights. Where the third party
is unable to reimburse us for any legal or extra-judicial costs incurred in this context, the buyer shall be
held liable.
6. We are obliged to release securities owed to us in as far as the realisable value of our securities does
not exceed the receivables to be secured by more than 10%. It is also incumbent upon us to select which
securities should be released.
VIII. Place of fulfilment, place of jurisdiction, applicable law
1. The place of fulfilment and place of jurisdiction for all deliveries and payments (including actions on
cheques and bills) as well as all disputes arising between us and the buyer from the purchase contracts
concluded between us and them is the location of our company's registered office. However, we reserve
the right to instigate proceedings against the buyer at their place of residence and/or business too.
2. The relationships between the parties to the contract are governed exclusively by the law applicable
in the Federal Republic of Germany. Any application of the Uniform Law on the International Sale of
Movable Goods as well as the Law on the Conclusion of International Purchase Contracts on Movable
Goods is ruled out.