General Terms and Conditions (GTC)

1) Scope of Application

(1) The conclusion of the contract is based on our following General Terms and Conditions. The application of any general terms and conditions of the buyer or other third parties is expressly rejected.

(2) These Terms and Conditions shall also apply to all future transactions with the purchaser, insofar as they are legal transactions of a related nature.

2) Conclusion of Contract

The purchase contract is concluded when we accept your order by delivering the goods or by notifying you of the dispatch of the goods.

3) Delivery and Payment

The delivery and payment conditions are specified in more detail in the order confirmation, delivery note, and invoice. All prices are exclusive of the applicable statutory value-added tax (VAT).
Unless otherwise agreed in writing, the invoice amount must be paid by the customer in full, without any deductions, within 10 days of receipt of the invoice, exclusively to one of the accounts stated on the invoice.
Our representatives are generally not authorized to accept payment for our goods unless they have received our explicit written authorization in a specific case and can present it.

4) Delivery Times

Claims for damages due to delay, impossibility, or non-performance—including those arising prior to withdrawal from the contract—are excluded, unless a legal representative of the company has acted with intent or gross negligence.

5) Partial Deliveries

We are entitled to make partial deliveries, insofar as this is reasonable for you.

6) Shipping / Shipping Costs

Shipment of the goods is at the customer’s cost and risk. This also applies if we should bear the shipping costs.

7) Offsetting and Rights of Retention

The customer shall only have the right to offset or retain due payments if we have expressly agreed to this in writing, or if the customer’s counterclaims have been legally established or are undisputed.

8) Liability

Except for liability for damages arising from injury to life, body, or health, as well as mandatory liability under the Product Liability Act, our liability is limited to intent and gross negligence, insofar as legally permissible.
The liability amount is limited to the purchase price. No liability shall be assumed for consequential damages.

9) Retention of Title

(1) The goods remain the property of the seller until full payment of all claims arising from the business relationship, including ancillary claims, compensation claims, and the redemption of checks and bills of exchange.

(2) The retention of title shall remain in effect even if individual claims of the seller have been included in a current account and the balance has been drawn and acknowledged.

(3) The buyer is entitled to resell, further process, or incorporate the goods subject to retention of title only under the following provisions and only on the condition that the claims pursuant to paragraph 5 are actually transferred to the seller.
(4) The buyer’s authority to resell goods subject to retention of title in the ordinary course of business shall end upon revocation by the seller due to a sustained deterioration of the buyer’s financial situation, but at the latest upon suspension of payments or upon the filing for or opening of insolvency proceedings over the buyer’s assets.

(4) The buyer hereby assigns to the seller all claims with all ancillary rights arising from the resale of the goods subject to retention of title—including any balance claims.
If the buyer has sold the claim as part of genuine factoring, the seller’s claim shall become immediately due, and the buyer shall assign the claim substituting it against the factor to the seller and shall immediately forward the proceeds of sale to the seller. The seller hereby accepts this assignment.

(5) The buyer is authorized, as long as he meets his payment obligations, to collect the assigned claims. The authorization to collect shall expire upon revocation, but at the latest upon the buyer’s default in payment or upon substantial deterioration of the buyer’s financial condition.
In this case, the seller may threaten the buyer with collection of the claims by himself or by authorized third parties. Upon expiry of the deadline, the seller is authorized by the buyer to inform the debtors of the assignment and to collect the claims himself.
At the seller’s request, the buyer is obliged to provide a precise list of the claims due to him, including the names and addresses of the debtors, the amounts of individual claims, invoice dates, etc., and to provide the seller with all information necessary to assert the assigned claims and to allow verification of such information.

(6) If the value of the securities existing for the seller exceeds all its claims by more than 20%, the seller shall, upon request of the buyer or a third party affected by the over-securitization, release securities at his discretion to that extent.

(7) Pledging or transfer of ownership by way of security of the goods subject to retention of title or the assigned claims is not permitted. The seller must be informed immediately of any seizures, specifying the pledgee.

(8) If the seller takes back the goods subject to retention of title on the basis of the retention of title, this shall only constitute withdrawal from the contract if the seller expressly declares this. The seller may satisfy his claims from the goods subject to retention of title by private sale.

(9) The buyer shall store the goods subject to retention of title for the seller free of charge. He must insure them against usual risks such as fire, theft, and water damage to the customary extent. The buyer hereby assigns his compensation claims arising from damages of the aforementioned kind against insurance companies or other liable parties to the seller in the amount of the invoice value of the goods. The seller accepts this assignment.

(10) All claims and rights arising from the retention of title in all special forms stipulated in these conditions shall remain in force until full release from contingent liabilities (e.g., bill liability) that the seller has entered into in the interest of the buyer.

10) Transfer of Risk

If the goods are shipped at the request of the purchaser, the risk of accidental loss or accidental deterioration of the goods passes to the purchaser upon dispatch, but no later than 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.

11) Warranty

Claims due to obvious defects must be asserted immediately after receipt of the goods.
If, despite all due care, the delivered goods show a defect that already existed at the time of the transfer of risk, we will, subject to timely notice of defects, either repair or replace the goods at our discretion.
We must always be given the opportunity for supplementary performance within a reasonable period.
Recourse claims remain unaffected by the above regulation.
For complaints, the purchase date must be proven by an invoice.
The warranty does not cover normal wear and tear or depreciation.

12) Applicable Law and Place of Jurisdiction

This contract and the legal relationship arising therefrom shall be governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction is the registered office of our company.

13) Disclaimer

We accept no liability for possible typographical or technical errors, nor for the content of the descriptions and price information listed, except in cases of intent or gross negligence.

14) Severability Clause

Should individual provisions of this contract be or become invalid or unenforceable after conclusion of the contract, this shall not affect the validity of the remainder of the contract.
In place of the invalid or unenforceable provision, a valid and enforceable regulation shall apply whose effects come as close as possible to the economic intent pursued by the contracting parties with the invalid or unenforceable provision.
The above provisions shall apply accordingly in the event that the contract proves to be incomplete.
Section 139 BGB (German Civil Code) shall not apply.