1 Scope of application
1.1 These General Terms and Conditions of Sale (hereinafter referred to as "Terms and Conditions of Sale") apply to all declarations of intent, contracts and legal or similar acts between the customer and us. They shall also apply to all present and future contracts and other services after their effective inclusion. We hereby object to any terms and conditions of the customer that conflict with or deviate from our Terms and Conditions of Sale. They shall not become part of agreements unless we have expressly agreed to their validity. We shall give such consent in writing.
1.2 Our Terms and Conditions of Sale shall also apply if we carry out the delivery to the customer without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our Terms and Conditions of Sale.
1.3 Our Terms and Conditions of Sale shall only apply to entrepreneurs within the meaning of § 14 BGB (German Civil Code).
2 Offers
2.1 Information in catalogues and on our website does not constitute a binding contractual offer. The documents belonging to our offer, such as drawings, illustrations, technical data, references to standards or statements in advertising material, are not quality specifications or guarantees, unless they are expressly designated as such.
2.2 All agreements made between us and the customer for the purpose of executing the contract shall be confirmed by us in writing .
3 Prices
3.1 Unless otherwise stated in the order confirmation, our prices are quoted in euros including standard commercial packaging, plus VAT at the statutory rate.
3.2 We shall only be obliged to grant rebates, discounts or other price reductions if such have been expressly agreed when the order is placed.
3.3 We reserve the right to change our prices accordingly if cost reductions or cost increases occur after conclusion of the contract, in particular due to collective labour agreements, currency fluctuations or changes in the price of materials. We will prove these to the customer upon request.
4 Terms of payment
4.1 Unless otherwise stated in the order confirmation, the net purchase price (without deduction) is due for payment within 30 days of the invoice date. The customer must state the individual invoice number and the customer number or order number when making payment.
4.2 The deduction of a discount is subject to the full settlement of all due liabilities of the customer at the time of the discount.
4.3 Cheques and bills of exchange shall only be accepted after special written agreement and only on account of performance against reimbursement of the bill of exchange and discount charges. In the case of payment by SEPA direct debit, we shall notify the customer of the debit at least three business days in advance ("pre-notification period"). The customer must ensure that his account has the necessary funds at the announced debit date. We reserve the right to exclude certain payment methods in individual cases or to deliver only against advance payment. In the case of newly established business relationships, the first three deliveries are generally made against advance payment or payment on delivery.
4.4 In the event of default of payment by the customer, we shall be entitled, without prejudice to the assertion of further damages, to charge interest in the amount of the respective bank rates for overdraft facilities, but at least interest in the amount of 8 percentage points above the respective base interest rate.
4.5 If it becomes apparent after conclusion of the contract that our claim for payment is jeopardised by the customer's inability to pay, we shall be entitled to the rights under § 321 BGB (defence of uncertainty). We shall then also be entitled to declare due all claims against the customer from the current business relationship that are not time-barred. In the event of default of payment, we shall also be entitled to demand the return of the delivered goods after the expiry of a reasonable grace period and to prohibit the resale or further processing of the delivered goods in this respect. The customer may avert these legal consequences by payment or by providing security in the amount of our jeopardised payment claim. The provisions of the Insolvency Code shall remain unaffected by the above provisions.
4.6 The customer shall be entitled to set-off rights with claims within the Synallagma, i.e. within the claims in the reciprocal relationship, and with other claims only if his counterclaims are legally established, undisputed, ready for decision or recognised by us. Furthermore, he is authorised to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
5 Default of acceptance
5.1 If the customer is in default of acceptance, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer at the point in time at which the customer is in default of acceptance.
5.2 If the customer is in default of acceptance, we shall be entitled to store the unaccepted goods at the customer's expense and risk. In the case of storage at our own premises, we shall charge 1% of the invoice amount as storage costs for each month or part thereof, starting 30 days after notification of readiness for dispatch, and our own costs in the case of third-party premises. The customer is at liberty to prove that we have incurred no or less damage than the aforementioned lump sum. Alternatively, in the event of default of acceptance, we shall also be entitled to withdraw from the contract and/or claim damages after the expiry of a reasonable grace period set by us.
5.3 We reserve the right to assert further claims against the customer.
6 Delivery time, delay in delivery
6.1 The delivery periods shall commence with the dispatch of our order confirmation to the customer, but not before the customer has provided any documents, authorisations, approvals to be procured or before receipt of an agreed down payment. The defence of non-performance of the contract remains reserved.
6.2 Unless otherwise agreed, delivery dates or deadlines shall be deemed to have been met if the goods have left our warehouse or the customer has been notified of readiness for dispatch by the time they expire. If the delivery dates or deadlines are exceeded, the customer must set us a reasonable grace period.
6.3 The delivery period shall be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles (such as earthquakes, storms, etc.) which are beyond our control, insofar as such obstacles demonstrably affect the completion or delivery of the goods. This also applies if the circumstances occur at our suppliers. We shall inform the customer of such circumstances without delay. If the fulfilment of the contract becomes unreasonable for one of the parties, it may withdraw from the contract in this respect.
6.4 We shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
6.5 We shall also be liable in accordance with the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
6.6 Further statutory claims and rights of the customer remain reserved.
7 Execution of the delivery, call-off contracts
7.1 Unless otherwise agreed, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer when the goods are handed over to a forwarding agent or carrier, but at the latest when the goods leave our warehouse. Otherwise, all deliveries are covered by our transport insurance.
7.2 If the customer orders several items that we cannot send together due to a lack of immediate availability or for other reasons, we shall deliver the goods in instalments depending on availability, unless the partial delivery is clearly not of interest to the customer or unreasonable for him due to a functional connection between the goods or for other reasons. In such cases, the customer shall only be charged the shipping costs once.
7.3 In the case of call-off contracts, i.e. contracts for a fixed quantity of goods to be delivered or accepted within a certain period of time at the request of the customer - if necessary in partial quantities - we shall be entitled to manufacture or have manufactured the entire order quantity in one go. Any change requests can no longer be taken into account after the order has been placed, unless this has been expressly agreed. In the case of call-off contracts, we shall already be entitled to the rights arising from default of acceptance if the customer breaches the obligation to accept individual partial quantities. In the case of call-off orders for partial quantities, each partial delivery shall be deemed a separate transaction for the purposes of the customer's obligation to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
8 Property rights and copyrights
8.1 We reserve ownership rights and copyrights to illustrations, samples, calculations, drawings and similar documents - also in electronic form. The customer requires our express written consent before passing them on to third parties.
8.2 If we have manufactured or supplied the goods in accordance with drawings, models, samples or other documents provided by the customer, the customer shall guarantee that no third-party property rights (such as copyrights, trademark, design, patent or utility model rights) or other statutory provisions (e.g. competition regulations) are infringed. If third parties prohibit us in particular from manufacturing and delivering such goods with reference to such industrial property rights or other statutory provisions, we shall be entitled - without being obliged to examine the legal situation - to cease any further activity in this respect and to claim damages if the customer is at fault. The customer also undertakes to indemnify us against all related third-party claims upon first request. We shall inform the customer of any third-party claims and give him the opportunity to comment on the claims. The customer is obliged to provide us immediately with all information and documents required for our defence.
9 Retention of title
9.1 We reserve title to the goods until all payments arising from the delivery contract have been received. If the customer acts in breach of contract, in particular in the event of default of payment, we shall be entitled to take back the goods. Taking back the goods shall be deemed cancellation of the contract. After taking back the goods, we are authorised to sell them. The realisation proceeds shall be offset against the customer's liabilities - less reasonable realisation costs.
9.2 The customer is obliged to treat the goods with care; in particular, he is obliged to insure them adequately at his own expense against fire, water damage and theft at replacement value.
9.3 In the event of seizure or other interventions by third parties, the customer must inform us immediately in writing so that we can take legal action in accordance with Section 771 of the German Code of Civil Procedure (ZPO). If the third party is not in a position to reimburse us for the court and out-of-court costs of an action pursuant to Section 771 ZPO, the customer shall be liable for the loss incurred by us.
9.4 The customer shall be entitled to resell the reserved goods in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the invoice amount of our claims which accrue to him from the resale against his customers or third parties, irrespective of whether the goods have been resold without or after processing. The customer shall remain authorised to collect this claim even after the assignment. Our authorisation to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfils his payment obligations from the collected proceeds, in particular does not default on payment, no application for the opening of composition or insolvency proceedings has been filed and payments have not been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
9.5 The processing or transformation of the goods by the customer shall always be carried out on our behalf. If the goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods (invoice amount) to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods delivered under reservation of title.
9.6 If the goods are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods (invoice amount) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to us on a pro rata basis. The customer shall keep the resulting sole ownership or co-ownership for us. The customer shall also assign to us the claims to secure our claim against him which arise against a third party through the combination of the goods with a property.
9.7 We undertake to release the securities to which we are entitled at the customer's request to the extent that the realisable value of our securities exceeds the claims to be secured by more than 20%; we shall be responsible for selecting the securities to be released.
10 Warranty, liability
10.1 Warranty claims of the customer presuppose that the customer has properly fulfilled his obligations to inspect the goods and give notice of defects in accordance with § 377 of the German Commercial Code (HGB).
10.2 If the goods are defective, the customer shall be entitled to choose between subsequent fulfilment in the form of rectification of the defect or delivery of new, defect-free goods. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labour and material costs, insofar as these are not increased by the fact that the goods have been taken to a place other than the place of performance. If the subsequent fulfilment fails, the customer shall be entitled, at his discretion, to demand withdrawal or a reduction in price. The statutory rights of recourse in accordance with § 445a BGB remain unaffected.
10.3 The limitation period for claims for defects is 12 months, calculated from the transfer of risk. The statutory limitation periods for recourse claims (§ 445b BGB) remain unaffected by this. The aforementioned warranty period shall not apply in the event of wilful intent or fraudulent concealment of a defect or insofar as we have assumed a guarantee for the quality of the delivery item. It also does not apply to claims for material defects in cases of injury to life, limb or health, in the case of claims under the Product Liability Act, in the case of a grossly negligent breach of duty or in the case of culpable breach of essential contractual obligations, i.e. such contractual obligations whose fulfilment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely, and whose breach on the other hand jeopardises the achievement of the purpose of the contract.
10.4 We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on wilful intent, fraudulent misrepresentation or gross negligence, including wilful intent, fraudulent misrepresentation or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of wilful or fraudulent breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
10.5 We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation (cf. clause 10.3, last sentence); in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
10.6 Insofar as the customer is entitled to compensation for damages instead of performance, our liability shall also be limited to compensation for foreseeable, typically occurring damages.
10.7 Liability for culpable injury to life, limb and health remains unaffected; this also applies to mandatory liability under the Product Liability Act. 10.8 Unless otherwise stipulated above, liability is otherwise excluded.
11 Joint and several liability
11.1 Any further liability for damages other than that provided for in clause 10 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
11.2 The limitation according to clause 11.1 shall also apply if the customer demands compensation for useless expenses instead of a claim for damages. 11.3 Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
12 Export regulations, export licence for resale of the goods
12.1 The customer warrants and represents that it will comply with all applicable laws, regulations and ordinances relating to export control, including in particular the European Dual-Use Regulation and other applicable national and international laws and export regulations, insofar as these relate to the contractual activities.
12.2 The customer is obliged to export goods purchased from us to countries that arelisted as prohibited destinations in the laws or regulations referred to in clause 12.1 only with a corresponding official licence. The customer shall provide us with evidence of such authorisation upon request. The customer may not resell the goods to a buyer of whom it knows or has reasonable grounds to believe that the buyer intends to export the goods without first obtaining the necessary export licence.
12.3 If the customer sells to a reseller, the customer shall impose on the reseller the obligations corresponding to the aforementioned obligations of these clauses 12.1 and 12.2.
13 Data processing and storage
We attach particular importance to compliance with data protection regulations, in particular in accordance with the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). The customer's personal data is collected, stored and processed exclusively in order to fulfil contracts and process payments within the scope of the business relationship. More detailed explanations can be found in our privacy policy, which the customer can access here.
14 Final provisions
14.1 The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and German international private law shall not apply.
14.2 The place of fulfilment for all obligations arising from the contract is our registered office. The exclusive place of jurisdiction for all disputes arising from and in connection with the contract is Munich.
14.3 In cases of doubt, the German version of the Terms and Conditions of Sale shall prevail.
14.4 Should individual provisions of the contract with the customer, including these Terms and Conditions of Sale, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to replace ineffective or partially ineffective provisions with a provision that comes as close as possible to the economic purpose of the ineffective provision. The same applies in the event of loopholes in the contract, including these Terms and Conditions of Sale.