General Terms and Conditions (GTC)

1. Scope

1.1 These Terms and Conditions of Sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We only recognise conditions of the purchaser that conflict with or deviate from our Terms and Conditions of Sale if we expressly agree to their validity in writing.

1.2 These Terms and Conditions of Sale also apply to all future transactions with the purchaser, insofar as these are legal transactions of a related nature.

1.3 Individual agreements made with the buyer in individual cases (including collateral agreements, supplements and amendments) shall in all cases take precedence over these Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be authoritative for the content of such agreements.

2. Offer and conclusion of contract

If an order is to be regarded as an offer pursuant to Section 145 BGB, we may accept it within two weeks.

3. Documents provided

We reserve property rights and copyrights to all documents provided to the purchaser in connection with the placing of the order – including in electronic form – such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give the purchaser our express written consent to do so. If we do not accept the purchaser's offer within the period specified in Clause 2, these documents must be returned to us without delay.

4. Prices and payment

4.1 Unless otherwise agreed in writing, our prices apply ex works, excluding packaging and plus value added tax at the applicable rate. Packaging costs will be invoiced separately.

4.2 Payment of the purchase price must be made exclusively to the account stated on the invoice. Deduction of a cash discount is only permitted if specially agreed in writing.

4.3 Unless otherwise agreed, the purchase price is payable within 30 days of invoicing. Default interest will be charged at a rate of 9% above the applicable base interest rate p.a. We reserve the right to claim higher damages for default.

4.4 Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or more after conclusion of the contract.

5. Rights of retention

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

6. Delivery time

6.1 The commencement of the delivery time stated by us presupposes the timely and proper fulfilment of the purchaser's obligations. We reserve the right to plead non-performance of the contract.

6.2 If the purchaser is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the purchaser at the time at which the purchaser is in default of acceptance or in default of payment.

6.3 Whether we are in default of delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the purchaser is required. In the event of a delay in delivery not caused intentionally or through gross negligence on our part, we shall be liable for each completed week of delay in the form of lump-sum compensation for delay amounting to 0.5% of the delivery value, but not exceeding a maximum of 5% of the delivery value. We reserve the right to prove that the customer has suffered no damage at all or only significantly less damage than the above lump sum.

6.4 Notwithstanding the above provision, events of force majeure also entitle us to postpone delivery for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with regard to the part not yet fulfilled. Strikes, lockouts, mobilisation, war, blockades, export and import bans, shortages of raw materials and fuel, fire, traffic blockages, operational disruptions or disruptions to transport which make delivery significantly more difficult or impossible for us shall be deemed equivalent to force majeure, regardless of whether they occur at our premises, at our upstream suppliers or at one of their subcontractors.

6.5 Further statutory claims and rights of the purchaser due to a delay in delivery remain unaffected.

7. Transfer of risk on dispatch

If the goods are dispatched to the purchaser at the purchaser's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the purchaser upon dispatch to the purchaser, at the latest when the goods leave the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs.

8. Retention of title

8.1 We retain title to the delivered item until all claims arising from the supply contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the purchaser acts in breach of contract.

8.2 As long as ownership has not yet passed to the purchaser, the purchaser is obliged to treat the purchased item with care. In particular, the purchaser is obliged to insure it adequately at replacement value against theft, fire and water damage at its own expense. As long as ownership has not yet passed, the purchaser must notify us in writing without delay if the delivered item is seized or subjected to other interventions by third parties. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure (ZPO), the purchaser shall be liable for the loss incurred by us.

8.3 The purchaser is entitled to resell the reserved goods in the ordinary course of business. The purchaser hereby assigns to us the claims against the customer arising from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The purchaser remains authorised to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the purchaser meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended.

8.4 The processing or transformation of the purchased item by the purchaser is always carried out in our name and on our behalf. In this case, the purchaser's expectant right to the purchased item continues in the transformed item. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the purchaser's item is to be regarded as the main item, it is deemed agreed that the purchaser transfers proportionate co-ownership to us and holds the sole ownership or co-ownership thus created in safe custody for us. To secure our claims against the purchaser, the purchaser also assigns to us such claims as accrue to it against a third party through the connection of the reserved goods with a property; we hereby accept this assignment.

8.5 We undertake to release the securities to which we are entitled at the purchaser's request insofar as their value exceeds the claims to be secured by more than 20%.

9. Warranty and notice of defects, recourse/manufacturer's recourse

9.1 The purchaser's warranty rights presuppose that the purchaser has duly complied with its obligations to inspect the goods and give notice of defects under Section 377 of the German Commercial Code (HGB).

9.2 Claims for defects become time-barred 12 months after delivery of the goods supplied by us to our purchaser. The statutory limitation period applies to claims for damages in the event of intent and gross negligence and in the event of injury to life, limb or health based on an intentional or negligent breach of duty by the user. Insofar as the law prescribes longer periods on a mandatory basis pursuant to Section 438 (1) No. 2 BGB (buildings and items for buildings), Section 445b BGB (right of recourse) and Section 634a (1) BGB (construction defects), these periods shall apply. Our consent must be obtained before any return of the goods.

9.3 If, despite all the care taken, the delivered goods have a defect that already existed at the time of the transfer of risk, we will, subject to timely notification of defects, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity for subsequent performance within a reasonable period. Rights of recourse remain unaffected by the above provision without restriction.

9.4 If subsequent performance fails, the purchaser may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

9.5 Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear, or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences not assumed under the contract. If the purchaser or third parties carry out improper repair work or modifications, there are likewise no claims for defects in respect of these and the resulting consequences.

9.6 Claims by the purchaser for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs including any removal and installation costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been taken to a location other than the purchaser's place of business, unless the relocation corresponds to their intended use.

9.7 The purchaser's rights of recourse against us exist only insofar as the purchaser has not entered into any agreements with its customer that go beyond the mandatory statutory claims for defects. Clause 9.6 also applies accordingly to the scope of the purchaser's right of recourse against the supplier.

10. Miscellaneous

10.1 This contract and all legal relations between the parties are governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

10.2 The place of performance and exclusive place of jurisdiction for all disputes arising from this contract is our registered office, unless otherwise stated in the order confirmation.

10.3 All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.