Terms of Service
Terms and conditions of sale and delivery
1. Scope of application:
These terms and conditions of sale apply exclusively to our deliveries and services. Any provisions deviating from these terms of sale or the statutory provisions – in particular in the client’s terms of purchase – are only binding on us if they have been confirmed by us in writing. The unconditional delivery of goods, the provision of services or the acceptance of payments does not imply any acknowledgement of deviating provisions on our part.
2. Offers and contracts:
Our offers are non-binding; a contract is only concluded by our written or pre-printed order confirmation or when orders have been performed by us.
3. Text form:
a. Changes, supplements and/or the amicable cancellation of a contract or these terms of sale, including this form clause itself, must be made in writing.
b. Declarations (including notices of termination) or notifications by the client after the conclusion of the contract must be given in writing.
Unless otherwise agreed, our prices are ex works; the costs for packaging are not included. Value-added tax is payable in addition to the amount legally applicable on the day of invoicing. Unless otherwise agreed, we are only bound to the prices contained in our offers for 30 days from the preparation of the offer.
5. Payment and offsets:
a. Unless otherwise agreed, the client must pay the purchase price to us within 30 days of delivery of the goods. For payments within 10 days from the invoice date, a 2% discount can be deducted.
b. The client may only offset a contract with undisputed or legally established claims.
6. Place of performance and dispatch:
a. The place of performance for the delivery or service is the place of our delivery plant or warehouse.
b. If a dispatch of the goods is agreed, we dispatch the goods at the risk of the client.
We shall determine the mode of dispatch, the route of dispatch and the carrier.
7. Partial and excess deliveries:
a. Partial deliveries and services are permissible to an appropriate extent.
b. We reserve the right to make 10 % more deliveries. The excess delivery will be invoiced to the client in addition to the actual order.
8. Delivery dates and lateness:
a. If a delivery or service date agreed in writing is exceeded or any other contractual obligation is not met by us in time, the client will be required to grant us a reasonable grace period. This grace period must be at least three weeks.
b. If the delivery or service does not take place by the expiry of the grace period and the client accordingly wishes to exercise his right to withdraw from the contract or claim compensation in lieu of performance, he will be required to expressly notify us of this in advance, setting a further reasonable grace period and requesting delivery or performance. At our request, the client is required to declare within a reasonable period of time whether he is withdrawing from the contract due to the delay in delivery/service and/or claiming damages instead of performance or insisting on delivery/service.
9. Transport insurance:
We are entitled to conclude appropriate transport insurance, at least in the amount of the invoice value of the goods, on behalf and at the expense of the client.
10. Retention of title:
a. In the case of consumers, we will retain title to the purchased item until full payment of the invoice amount. If the client is an entrepreneur in the exercise of his commercial or self-employed professional activity, a legal entity under public law or a special fund under public law, we will retain title to the object of sale until all outstanding claims from the business relationship with the client have been settled. The corresponding security interests may be transferred to third parties.
b. The client is only entitled to a right of offset if his counterclaims have been legally established or are undisputed or acknowledged by us. In addition, the client has a right of retention only if and insofar as his counterclaim is based on the same contractual relationship.
c. If the goods are processed or worked on by the client, our liability will extend to the entire new item. In the event of processing, combination or mixing with third-party goods by the client, we will acquire co-ownership of the new product for the fraction corresponding to the ratio of the invoice value of our goods to that of the other goods used by the client at the time of processing, combination or mixing.
d. If the goods subject to retention of title are combined or mixed with a main item of the client or third parties, the client hereby assigns his rights to the new item to us. If the client combines or mixes the reserved goods against payment with a main item of a third party, he hereby assigns to us his claims for remuneration against the third party.
e. The client is entitled to resell the goods subject to retention of title within the context of a regular business operation. If the client sells these goods without receiving the full purchase price in advance or concurrently with delivery of the purchased goods, he must agree a retention of title with his client in accordance with these conditions. The client hereby assigns to us his claims from this resale as well as the rights from the retention of title agreed by him. At our request, he is required to inform the purchasers of the assignment and to provide us with the information and documents necessary to assert our rights against the purchasers. Despite the assignment, the client is only authorised to collect the claims from the resale as long as he regularly discharges his obligations towards us.
f. If the value of the securities provided to us exceeds our claims, we will be required to release securities of our choice at the request of the client. Our assertion of the retention of title will only constitute a withdrawal from the contract if we have expressly declared this in writing in advance.
11. Force majeure:
In the event of force majeure, our delivery and performance obligations will be suspended. The same will apply in the event of energy or raw material shortages, industrial disputes, official decrees, traffic or operational disruptions or if sub-suppliers fail to supply us, do not supply us on time or do not supply us regularly due to events of force majeure or for the above reasons.
12. Product information:
Unless expressly agreed otherwise, the contractually owed quality of the goods is indicated exclusively in our currently valid product specifications. Quality, durability and other information will only constitute guarantees if expressly agreed and designated as such in writing. Minor colour or size deviations are production-related and do not constitute a defect.
All complaints, in particular notices of defects, must be received by us in writing immediately, but no later than 10 days after receipt of the goods (in the case of hidden defects immediately, but no later than 10 days after their discovery or the time at which they should have been discovered given a reasonable inspection effort). If the client does not report complaints and notices of defects in time or in the agreed written form, our delivery and service will be deemed to be free of defects with regard to the complaint not notified in time or not in due form or the defect not notified in time or not in due form. If the client accepts our delivery or service in the knowledge of a defect, he will only be entitled to the rights deriving from the defect if he expressly reserves his rights due to this defect on delivery in writing, as well as in the case of proven intent on our part.
a. If the contract is a commercial transaction for both parties, the buyer must immediately inspect the delivered goods for deviations in quality and quantity and notify us in writing of any recognisable defects within a period of one week from receipt of the goods; otherwise the assertion of the warranty claim is excluded. Hidden defects must be reported to us in writing within a period of one week after discovery. Timely dispatch is sufficient to meet the deadline. In this case, the buyer bears the full burden of proof for all claim preconditions, in particular for the defect itself, for the time of detection of the defect and for the timeliness of the notice of defect.
b. In the event of defects, we will, at our own discretion, provide a warranty by repair or replacement delivery.
c. The buyer’s claims for defects will be subject to limitation after one year. This period of limitation does not apply to claims for damages.
d. If we deliver a defect-free object of purchase for the purpose of repair, we can claim the return of the defective object of purchase from the purchaser.
e. Damages caused by improper or non-contractual measures of the buyer during installation, connection, operation or storage do not constitute a claim against us.
15. Compensation for damages:
a. We will only be liable for damages other than those resulting from injury to life, body and health if such damages are based on wilful or grossly negligent action or on culpable violation of an essential contractual obligation by us or our vicarious agents. An obligation is essential to the contract if the fulfilment of it is essential for the proper performance of the contract and the client may reasonably rely on compliance with it. Any further liability for damages is excluded. Claims arising from a guarantee given by us arising from the quality of the object of purchase and the Product Liability Act remain unaffected by this.
b. In the event of a simple negligent breach of cardinal obligations, our liability is limited to the typical contractual, foreseeable damage and will not exceed Euro 100,000.00 or twice the invoice value of the goods concerned if this value exceeds Euro 100,000.00. The exclusion of liability or limitation of liability will not apply if we have mandatory liability in the event of injury to life, body or health or for damage to privately used goods in accordance with the Product Liability Act or for other reasons.
16. Limitation: Warranty claims, claims for damages and claims for reimbursement of expenses by the client will be subject to limitation one year after the beginning of the statutory limitation period, unless the claims for defects relate to goods that have been used for a building in accordance with their normal use and have caused its defectiveness – in this case the limitation period will be 4 years. The above limitation periods do not apply if we have acted intentionally or if we are liable under the Product Liability Act or for other reasons in the event of injury to life, body or health or for damage to privately used goods.
17. Observance of statutory provisions and withdrawal:
a. Unless otherwise agreed in writing with the client in individual cases, the client is responsible for compliance with statutory and official regulations on import, transport, storage and use of the goods.
b. If at the time of delivery/service there is a legal or official obligation to obtain approval for the purpose of exporting our delivery/service and the requested approval for export is not granted, we are entitled to withdraw from the contract.
18. Legal venue:
If the client is a merchant, the legal venue is the registered office of our company; if we bring an action, the general legal venue of the client will also apply.
19. Applicable law:
The law of the Federal Republic of Germany will apply to all legal relations between the client and us.
20. Trade clauses:
Insofar as trade clauses according to the International Commercial Terms (INCOTERMS) have been agreed, INCOTERMS 2010 will apply for their application and interpretation.
21. Partial invalidity:
Should individual provisions of these Terms and Conditions of Sale be wholly or partially invalid, this will not affect the validity of the remaining provisions.