Terms and Conditions
§ 1 General
- Our offer of goods is directed exclusively to enterprises [Unternehmer] within the meaning of § 14 German Civil Code [Bürgerliches Gesetzbuch , "BGB"].
- Exclusively these General Terms and Conditions ("Ts&Cs") apply for our ongoing and future business relationships with these enterprises (hereinafter, the "Customers"). Any terms and conditions of the Customer which are different from our terms and conditions of sale apply only if we have expressly consented to such terms and conditions in writing. Our terms and conditions of sale apply also even if we carry out the delivery to the Customer without any reservation despite having knowledge of contrary terms and conditions of the Customer or terms and conditions which are different from our terms and conditions of sale.
- All individual contractual agreements made between us and the Customer for the purpose of carrying out an individual contract must be set forth in that contract in writing. The individual agreements made in a specific case have priority over these Ts&Cs.
§ 2 Conclusion of the contract
- Our offers are non-binding and do not constitute any binding offer for the conclusion of a purchase contract.
- The contract first is concluded by acceptance of the purchaser's order. If the order is classified as an offer under § 145 BGB, we can accept the offer within 2 weeks. An automatically transmitted confirmation of the order in response to the purchaser's offer is not a declaration of acceptance. We declare acceptance either by a separate, express declaration of acceptance or implicitly by sending the goods.
- If no units of the selected product are available at the time of the order, we will inform the Customer about this without undue delay. If the product permanently cannot be delivered the offering party does not need a declaration of acceptance. No contract will be concluded in this case.
§ 3 Prices and terms of payment
- The information about prices on our website is non-binding. Our prices are "ex works" and do not include the costs for packaging and delivery unless expressly agreed otherwise. Those costs as well as the statutory value added tax will be shown separately.
- The payment is either in advance or upon receipt of the invoice. We will inform you about our account details in the order confirmation or the invoice. Unless provided otherwise in the order confirmation, the purchase price must be paid net (without deduction) within 30 days or, with 2% discount, within 8 days as of the date of invoice and must be transferred to our account. The discounts do not apply unless all other due invoices are also paid at the latest upon receipt of the invoiced amount which benefits from the discount. If the Customer is in default, we are entitled to demand interest in the amount of 8% above the base interest rate. We reserve the right to assert any further default damages. Aside from this, the statutory provisions relating to the consequences of default in payment apply.
- The Customer is only entitled to exercise a set-off to the extent that the Customer's counter-claims are undisputed or have been finally adjudicated. Furthermore, the Customer is only entitled to exercise a right of retention to the extent that the Customer's counter-claim is based on the same contractual relationship.
§ 4 Delivery
- The delivery times we state are calculated from the point in time of our declaration of acceptance, assuming that the purchase price has previously been paid (except in the case of purchase against invoice).
- Compliance with our delivery obligation requires timely and proper performance of the obligations of the Customer. We reserve the right to raise the defense of an unperformed contract.
- Unless provided otherwise in the order confirmation, the delivery is agreed to be "ex works". When sending the goods at the request of the purchaser, the risk of accidental loss and accidental deterioration of the goods passes to the purchaser at the point in time when the goods are sent.
- If we do not comply with the agreed delivery deadline for reasons for which we are not at fault, we will inform the Customer without undue delay and determine a reasonable new delivery period based on the circumstances. If the new delivery period is more than 2 weeks, the Customer is entitled to withdraw from this Agreement. In this situation, we are also entitled to withdraw from the contract. In both situations, we would reimburse any already rendered payments of the Customer without undue delay.
- If the Customer is in default with acceptance or if the Customer culpably violates other duties to cooperate, we are entitled to demand compensation for the damages we incur, including any additional expenses. Any further claims are reserved. The risk of accidental loss or accidental deterioration of the purchased item passes to the Customer at the point in time of default in acceptance or other violation of duties to cooperate.
- The return of transport materials and all other packaging will not be accepted, except for pallets. The Customer is required to dispose of the packaging at the Customer's own expense in accordance with the German Packaging Regulation [Verpackungsverordnung].
§ 5 Reservation of title
- We retain title to the goods until complete payment of all claims under the transaction. In the case of breach of contract by the Customer, especially in case of violations of duty such as default in payment, we are entitled to take back the purchased item.
- The Customer is required to treat the purchased item with care and reasonably insure the replacement value at the Customer's own expense against damage from fire, water and theft.
- In the case of attachments or other acts by third parties affecting the goods, the Customer must inform us in writing without undue delay.
- In the case of combining or mixing the goods for which title is retained, we acquire co-ownership in the new item proportionately according to the invoiced value of the goods under reservation of title compared to the other processed items at the time of the processing.
- The Customer is entitled to further sell the purchased item in the normal course of business. Without regard to whether the purchased item was or is processed before or after the sale, the Customer already at this time assigns to us all claims under any such further sale. Notwithstanding our authority to collect the claim for the further sale by ourselves, the Customer remains authorized to collect the claim even after the assignment. We undertake in this context not to collect the claim so long and to the extent that the Customer complies with its obligations to pay and no application for opening of insolvency proceedings or similar proceedings has been filed and there has been no general cessation of payments.
- To the extent that the above mentioned security exceeds the claims to be secured by more than 10%, we are required to release the security at our election upon the demand of the Customer.
§ 6 Warranty
- Unless provided otherwise below, we are liable under the statutory provisions that the goods are free of defects in substance and defects in title.
- The prerequisite for all warranty rights of the purchaser is the proper performance of all responsibilities to inspect and object to defects under § 377 German Commercial Code [Handelsgesetzbuch , "HGB"]. The Customer must give us the time needed to examine the defect about which an objection was raised.
- To the extent that the purchased item has a defect, we are required to provide corrective performance [Nacherfüllung] which we will comply with at our election either by correcting the defect or delivering a new item which is free of defects. We are required in this context to bear the costs for transport, passage, waiver and materials to the extent those costs are not increased by the fact that the purchased item was moved to a location different than the place of performance.
- If the corrective performance fails twice, the Customer is entitled at its election to demand a withdrawal from the contract or a reduction in the price.
- The general time bar period for claims and rights based on defects in deliveries, regardless of the legal basis, is 1 year starting with the delivery of the goods. The time bar period under sentence 1 does not apply in the case of corporate recourse pursuant to §§ 478, 479 BGB.
§ 7 Liability
- We are liable in accordance with the provisions in the law in the case of intentional or grossly negligent misconduct on our part or on the part of our representatives or agents for purposes of performance [Erfüllungsgehilfen]; we are also liable accordingly in the case of culpable violation of material contractual duties. To the extent there is no intentional breach of contract, our liability for damages is limited to the typically foreseeable damages.
- Liability for culpable injury to life, physical integrity or health as well as liability under the German Product Liability Act [Produkthaftungsgesetz] is not affected.
- The shortened time bar period set forth in § 6 para. 5 also applies for claims for damages based on defects in substance or defects in title relating to the goods.
- To the extent not expressly provided otherwise above, our liability is excluded, without regard to the legal nature of the asserted claim. To the extent that our liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, representatives and agents for purposes of performance.
§ 8 Choice of law and jurisdiction
- The law of the Federal Republic of Germany applies; the applicability of the UN Convention on the International Sale of Goods (CISG) is excluded.
- If the Customer is a commercial party, jurisdiction is at our place of business. However, we are entitled to file a complaint against the Customer's place of general jurisdiction.
- Unless provided otherwise in the order confirmation, our business location is the place of performance.
§ 9 Final provisions
- If one or more provisions of these Ts&Cs is or becomes invalid, this does not affect the validity of the remaining provisions.