TERMS AND CONDITIONS

§ 1 Scope

These terms of sale apply exclusively to businesses, legal entities under public law, or special funds under public law as defined by § 310 paragraph 1 of the German Civil Code (BGB). We only recognize conflicting or deviating terms of the buyer if we have expressly agreed to their validity in writing.
These terms of sale also apply to all future transactions with the buyer, provided they are of a similar legal nature (as a precaution, the terms of sale should be attached to the order confirmation in every case).
Individually agreed terms with the buyer (including collateral agreements, supplements, and amendments) take precedence over these terms of sale in any case. The content of such agreements is determined by a written contract or our written confirmation, subject to proof to the contrary.

§ 2 Offer and Contract Conclusion

If an order is to be considered an offer according to § 145 BGB, we can accept it within two weeks.

§ 3 Provided Documents

We retain ownership and copyright over all documents provided to the buyer in connection with the order, including those in electronic form, such as calculations, drawings, etc. These documents must not be made accessible to third parties unless we provide the buyer with our express written consent. If we do not accept the buyer’s offer within the period specified in § 2, these documents must be returned to us immediately.

§ 4 Prices and Payment

Unless otherwise agreed in writing, our prices are ex-works, exclusive of packaging, and subject to the applicable VAT rate. Packaging costs will be invoiced separately. Payment of the purchase price must be made exclusively to the account specified on the reverse side. Discounts are only allowed if specifically agreed upon in writing.
Unless otherwise agreed, the purchase price is to be paid within 10 days of delivery (alternatively: „… the purchase price is payable within 21 days of invoicing“ or „… the purchase price is payable by – specific date -„). Interest on arrears is charged at 8% above the respective base interest rate p.a. (see Appendix 1). The right to claim higher damages for default remains reserved.
In the absence of a fixed price agreement, reasonable price changes due to changes in labor, material, and distribution costs for deliveries made 3 months or later after the conclusion of the contract are reserved.

§ 5 Right of Retention

The buyer is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

§ 6 Delivery Time

The commencement of the delivery period specified by us presupposes the timely and proper fulfillment of the buyer’s obligations. The defense of the unfulfilled contract remains reserved.
If the buyer is in default of acceptance or culpably violates other cooperation obligations, we are entitled to claim damages incurred by us, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the buyer at the time they fall into acceptance or debtor default.
In the event of a delay in delivery not caused intentionally or through gross negligence on our part, we are liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 3% of the delivery value, but not exceeding 15% of the delivery value.
Further statutory claims and rights of the buyer due to a delay in delivery remain unaffected.

§ 7 Transfer of Risk during Shipment

If the goods are shipped at the buyer’s request, the risk of accidental loss or accidental deterioration of the goods passes to the buyer upon dispatch, at the latest when the goods leave the factory/warehouse. This applies regardless of whether the shipment is made from the place of performance or who bears the freight costs.

§ 8 Retention of Title

We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract has been made. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the goods if the buyer acts in breach of the contract.
The buyer is obligated to treat the purchased goods with care as long as ownership has not yet been transferred to them. In particular, they must, at their own expense, sufficiently insure the goods at their new value against theft, fire, and water damage (note: only permissible when selling high-value goods). If maintenance and inspection work needs to be carried out, the buyer must perform this in a timely manner at their own expense. As long as ownership has not been transferred, the buyer must immediately notify us in writing if the delivered item is seized or subjected to any other interference by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 of the German Code of Civil Procedure (ZPO), the buyer is liable for the loss incurred by us.
The buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us all claims against their customer arising from the resale of the goods subject to retention of title, in the amount of the final invoice sum agreed with us (including VAT). This assignment applies regardless of whether the purchased item was resold without or after processing. The buyer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we agree not to collect the claim as long as the buyer meets their payment obligations from the collected proceeds, is not in default of payment, and in particular, no application for the initiation of insolvency proceedings has been filed or payments have been suspended. [Note: This clause is omitted if an extended retention of title is not desired.]
The processing or transformation of the purchased goods by the buyer is always carried out in our name and on our behalf. In this case, the buyer’s expectant right to the purchased goods continues in the transformed item. If the purchased goods are processed with other objects not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased goods to the other processed objects at the time of processing. The same applies in the case of mixing. If the mixing is done in such a way that the buyer’s item is to be regarded as the main item, it is agreed that the buyer transfers co-ownership to us on a pro-rata basis and holds the sole ownership or co-ownership thus created in safe custody for us. To secure our claims against the buyer, the buyer also assigns to us such claims as may arise against a third party due to the combination of the goods subject to retention of title with real property; we hereby accept this assignment.
We undertake to release the securities to which we are entitled at the buyer’s request insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Warranty and Notification of Defects, as well as Recourse/Manufacturer’s Recourse

The buyer’s warranty rights presuppose that they have properly fulfilled their obligations to inspect and report defects under § 377 of the German Commercial Code (HGB).
Claims for defects shall become time-barred 12 months after delivery of the goods supplied by us to the buyer. For claims for damages arising from intent and gross negligence, as well as in the event of injury to life, body, or health that is based on an intentional or negligent breach of duty by the user, the statutory limitation period shall apply. (Note: In the case of the sale of used goods, the warranty period can be entirely excluded except for the claims for damages mentioned in sentence 2). If the law under § 438 para. 1 no. 2 BGB (buildings and goods for buildings), § 445b BGB (right of recourse), and § 634a para. 1 BGB (construction defects) prescribes longer periods, these periods shall apply. Our consent must be obtained before any return of goods.
If, despite all the care taken, the delivered goods have a defect that was already present at the time of the transfer of risk, we will, subject to timely notice of defects, either repair the goods or deliver replacement goods, at our discretion. We must always be given the opportunity to rectify the defect within a reasonable period. Recourse claims remain unaffected by the above provision without restriction.
If the supplementary performance fails, the buyer may – without prejudice to any claims for damages – withdraw from the contract or reduce the purchase price.
Claims for defects do not exist in the case of only minor deviations from the agreed quality, minor impairment of usability, natural wear and tear, or damage that occurs after the transfer of risk due to incorrect or negligent handling, excessive use, unsuitable operating materials, defective construction work, unsuitable building ground, or due to particular external influences that are not assumed under the contract. If the buyer or a third party carries out improper repair work or modifications, there are no claims for defects for these and the resulting consequences either.
The buyer’s claims for expenses necessary for the purpose of subsequent performance, in particular, transport, travel, labor, and material costs, are excluded insofar as the expenses increase because the goods delivered by us were subsequently taken to a location other than the buyer’s branch unless the transfer corresponds to their intended use.
The buyer’s recourse claims against us exist only to the extent that the buyer has not made any agreements with their customer that go beyond the legally mandatory claims for defects. Paragraph 6 applies accordingly to the scope of the buyer’s recourse claim against the supplier.

§ 10 Miscellaneous

This contract and the entire legal relationship between the parties are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of performance and the exclusive jurisdiction for all disputes arising from this contract is our place of business unless otherwise stated in the order confirmation (note: the use of this clause is inadmissible if at least one of the parties is not a registered merchant).
All agreements made between the parties for the purpose of executing this contract are set down in writing in this contract.