Terms and conditions

AGB
Terms and Conditions General terms and conditions of business, delivery and payment

Dear customer,

We deliver to you in accordance with our new General Terms and Conditions of Business, Delivery, and Payment, valid from September 1, 2023, and available online as a PDF file.

We always make our contractual declarations subject to the following conditions. Any differing terms and conditions of yours that are not expressly accepted by us are invalid.

These General Terms and Conditions of Business, Delivery, and Payment (GTC) apply to all business relationships with entrepreneurs (Section 14 of the German Civil Code), legal entities under public law, or special funds under public law. We always make our contractual declarations subject to the following conditions. Any differing terms and conditions of yours that are not expressly accepted by us are invalid.

Offers

  • Our offers are subject to change and non-binding. We are only obligated to deliver after written order confirmation.
  • The information in catalogs, price lists or other documents, such as drawings, illustrations and specifications, are approximate values ​​and are only agreed upon after written order confirmation.

 

Pricing

  • We may change our prices if more than four months elapse between the conclusion of the contract and the agreed delivery date. If, after this point and before completion of delivery, wages, material costs, or market prices increase, we are entitled to adjust the price proportionally to reflect these cost increases. If the price increase significantly exceeds the rise in the general cost of living, you have the right to withdraw from the contract.
  • All prices are exclusive of applicable taxes.

 

Delivery Times

 

  • Delivery times and delivery dates indicate the expected delivery date, unless a fixed delivery date has been expressly agreed upon in writing.
  • The delivery period begins upon dispatch of the order confirmation. However, it does not begin before the receipt of any documents, permits, and approvals to be obtained by the partner, nor before receipt of any agreed-upon down payment.
  • Disruptions to business operations beyond our control—both in our own operations and those of our suppliers—in particular strikes, lockouts, and force majeure events based on unforeseeable and unavoidable circumstances, will extend the delivery period accordingly.
  • Wir sind nur zu Teillieferungen berechtigt, soweit dies unter Berücksichtigung der Gebote von Treu und Glauben gemäß § 242 BGB angemessen ist. Dies ist insbesondere dann der Fall, wenn Teillieferungen für Sie im Rahmen des vertraglichen Bestimmungsrechts verwendbar sind und wenn die Lieferung der restlichen bestellten Ware sichergestellt bleibt.

 

Scope of Delivery

  • The scope of delivery and the contractual intended use are defined by our written order confirmation.
  • We reserve the right to make design or form modifications during the delivery period that are due to technical improvements or legal requirements, provided that the delivered item is not significantly altered and the changes are reasonable for the customer.
  • Unless expressly agreed in writing, we are not obligated to assemble the product. If we nevertheless provide assembly or assistance with assembly, this is done voluntarily and without any legal obligation.

Cancellation Fees

  • If you cancel an order without justification, we may, without prejudice to our right to claim higher actual damages, demand 10% of the sales price to cover the costs incurred in processing the order and for lost profit. You retain the right to prove that the actual damages were lower.

Acceptance and Transfer of Risk, Shipment of Goods

  • You bear the costs of shipping to a location other than our registered office. If you do not offer us a secure means of payment, we may also send the goods cash on delivery at your expense. Otherwise, we will select the shipping method at our reasonable discretion.
  • Packaging becomes your property and will be charged to you.
  • Unless otherwise agreed (delivery by us), handover takes place at our registered office.
  • The risk of accidental loss or damage to the goods passes to you as soon as we ship the goods at your request and have handed them over to the carrier, freight forwarder, or other entity designated to carry out the shipment.
  • If you intentionally or through gross negligence fail to accept the purchased item for more than fourteen days after receiving notification of its availability, we are entitled, after setting a grace period of a further fourteen days, to withdraw from the contract or claim damages for non-performance. Setting a grace period is not required if you seriously or definitively refuse acceptance or are clearly unable to pay the purchase price even within that period.
  • If you declare that you will not accept the goods, the risk of accidental loss or accidental damage to the goods passes to you at the time of refusal.

 

Warranty

  • Claims for defects against us expire one year after delivery of the goods. This does not apply if we have fraudulently concealed the defect or if a guarantee for the quality of the goods has been given. Claims for damages and claims under the Product Liability Act are not included.
  • You must inspect the goods for conformity with the contract immediately. Obvious defects must be reported in writing within one week of receipt of the goods, and hidden defects within one week of discovery; otherwise, the assertion of warranty claims is excluded.
  • In the event of a justified complaint, we are entitled, at our discretion, to repair the goods or provide a replacement. If we fail to do so within a reasonable period or if the subsequent performance fails despite repeated attempts, you may demand a reduction in price or cancellation of the contract.
  • If only part of the delivered goods is defective, this does not entitle you to reject the entire delivery, unless the non-defective part of the delivery is of no interest to you.

Warranty

If we offer an additional warranty, we will only do so in writing and explicitly. In particular, descriptions of the purchased item in brochures or advertisements do not constitute a warranty that deviates from your statutory rights. However, you retain the right to prove the existence of an agreement.

Retention of Title

  • The delivered goods remain our property until full payment of all outstanding invoices due to you as of the invoice date.
  • The goods may not be pledged to third parties or transferred as security before full payment. You must notify us immediately in writing if and to the extent that third parties attempt to seize goods belonging to the contractor.
  • You are only authorized to resell the goods in the ordinary course of business. You hereby assign your claim arising from the resale to us. We hereby accept your assignment.
  • If the realizable value of our claims exceeds the value of the goods by more than 10%, we will release security of our choice at your request. In the case of transformation, processing, or treatment of goods supplied by us and remaining our property, we are considered the manufacturer and retain ownership of the products at all times during processing. If third parties are involved in the transformation, processing, or treatment, the contractor's co-ownership share is limited to the invoice value (final invoice amount including VAT) of the goods subject to retention of title. The ownership thus acquired is considered ownership subject to retention of title.

Liability

  • We are liable for culpable injury to life, body, or health and
  • for other damages caused intentionally or by gross negligence, even if the breach of duty is based on correspondingly culpable conduct by a legal representative or vicarious agent.
  • Furthermore, we are liable even for slightly negligent breaches of essential contractual obligations, including those committed by our legal representatives and vicarious agents. Essential contractual obligations are those whose fulfillment is essential for the proper performance of the contract, whose breach jeopardizes the achievement of the contractual purpose, and on whose compliance we may rely. In these cases, our liability is limited to foreseeable damages typical for this type of contract.
  • Finally, we are liable for fraudulently concealed defects and assumed guarantees for the quality of the goods, as well as for claims under the Product Liability Act.
  • Otherwise, our liability is excluded.

Payment Terms

  • Payment must be made without any deductions.
  • The due date is governed by statutory regulations.
  • The supplier has the right to assign its claims against the customer to a third party.
  • If the customer defaults on any payment, all other claims against the customer may be declared due immediately.
  • The customer shall bear all fees, costs, and expenses incurred in connection with any successful legal action against it outside of Germany.
  • You may only offset undisputed, adjudicated, or legally established claims or exercise a right of retention. This does not apply to any claims for completion or defect rectification costs.
  • If payment is not received within 14 days of the agreed payment date, you will be in default without further notice. In case of default, interest on arrears at a rate of 9 percentage points above the base interest rate is payable. The assertion of further claims is not precluded. In the event of late payment, we are also entitled to a flat fee of €40.00. This fee will be credited against any damages owed, insofar as the damages are based on the costs of legal action.
  • If, after conclusion of the contract, it becomes apparent that the fulfillment of the payment claim is jeopardized by your lack of financial capacity, we may refuse performance until payment is made or security is provided for you. Section 321 Paragraph 2 of the German Civil Code (BGB) remains unaffected. We are also entitled to refuse performance if we have a due claim against you arising from the same legal relationship, until the performance due to us is rendered.

 

 

Sales Aids

  • Sales and presentation aids provided to you free of charge remain our property and may be reclaimed at any time. During the period of use of the aids, all risks associated with them are transferred to you.
  • You are obligated to stock the aids only with our products.
  • If an aid is lost or damaged, you are liable for damages if you are responsible for the loss or damage.

Applicable Law, Place of Performance, and Jurisdiction

  • The laws of the Federal Republic of Germany shall apply, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, and other international conventions.
  • The place of performance is Anhausen.
  • In the event of any disputes arising from this contractual relationship, if you are a business, a legal entity under public law, or a special fund under public law, legal action must be brought before the court with jurisdiction over our registered office. We are also entitled to bring legal action at your general place of jurisdiction.

Assignment, Set-off, and Partial Validity

  • Assignments of your rights and obligations under the contract concluded with us require our written consent to be effective. Your right of set-off is limited to your undisputed or legally established claims.
  • Should any provision be or become invalid, the validity of the remaining provisions shall remain unaffected. Version 09/2023

 

Stand 09/2023