1. Scope
Our General Terms and Conditions (GTC) apply to businesses in accordance with Section 14 of the German Civil Code (BGB). We do not supply goods to consumers and do not enter into contracts with them. The purchaser acknowledges that our GTC are legally binding for this contract and, in the event of an ongoing business relationship, for all future transactions with the purchaser. Our GTC apply exclusively. We do not recognize any deviating or, in particular, conflicting terms and conditions of the purchaser and hereby expressly object to them. Such terms and conditions do not bind us even if we do not object to them again upon conclusion of the contract and carry out the delivery to the purchaser without reservation, despite being aware of the purchaser’s conflicting or deviating terms and conditions. All agreements made between us and the customer for the purpose of executing this contract must be set forth in writing in this contract. No oral agreements exist.
2. Offer
Our offers are subject to change.
Samples and specimens are provided without obligation. We reserve full ownership and copyright to all illustrations, drawings, and other documents. They may only be made available to third parties with our prior written consent and must be returned if the order is not placed with us.
3. Conclusion of the Contract
We may accept an order that constitutes an offer to enter into a sales contract within two weeks by sending an order confirmation or by shipping the ordered product within the same period. We reserve the right to ship quantities that are slightly more or less than the ordered amount, up to one full container.
4. Delivery
Our fulfillment of our delivery obligation is contingent upon the customer’s timely and proper fulfillment of its obligations. The customer will be notified in a timely manner of the start of the delivery period we have specified. Delivery dates that have not been expressly agreed upon as binding are provided for informational purposes only.
In the event of a culpable failure to meet a delivery date expressly agreed upon in writing, the purchaser shall set us a reasonable grace period in writing. If this grace period is not met due to our fault, the purchaser shall have the right to withdraw from the contract. The purchaser’s claims for damages due to delay shall be governed by Section 11.
In the event of delivery delays due to force majeure, we are entitled to extend the delivery period by the duration of the hindrance plus a reasonable lead time. We are not liable for the aforementioned circumstances, even in the case of binding delivery deadlines, nor are we liable if they arise during the term of an existing contract.
Partial deliveries are permitted, provided they are reasonable for the customer. In any case, a partial delivery shall be considered a separate transaction. A separate invoice will be issued for such deliveries. The customer does not have the right to pay this invoice only after the entire order has been delivered.
5. Transfer of Risk
Shipping of the goods is at the customer’s expense. Upon handover of the goods to the party responsible for transporting them to the contractually agreed destination, all risks pass to the customer, even if we have contractually agreed to bear the shipping costs. If the purchaser is in default of acceptance or violates other obligations to cooperate, we are entitled to claim compensation for the damages we have incurred, including any additional expenses. Upon default of acceptance, the risk of accidental deterioration or accidental loss of the purchased goods also passes to the purchaser.
6. Prices
The prices listed in our order confirmation, plus applicable VAT and shipping costs, shall apply. Unless otherwise agreed, the prices valid on the date of shipment shall apply.
For shipments with free shipping, we determine the shipping method. Any additional costs for a shipping method requested by the customer (e.g., express delivery or air freight) are the customer’s responsibility. The minimum order value is 50.00 euros.
7. Payment
Unless otherwise agreed, our invoices are due for payment within 14 days without any deductions. Payments are not considered made until they are remitted directly to us and we have access to the funds.
Once payment is in default, we are entitled to charge late-payment interest at a rate of 9% above the ECB’s base rate per annum.
If the customer fails to meet its payment obligations—in particular, if payments are suspended or if circumstances come to light that call into question the customer’s creditworthiness—we are entitled to make delivery contingent upon the provision of appropriate security (bank guarantee, security in the form of goods, etc.). If the customer fails to comply with the security requirement within a reasonable period, we are entitled to withdraw from the contract. The customer is entitled to set-off only if the customer’s counterclaims have been legally established, are undisputed, or have been acknowledged by us. The customer is entitled to rights of retention only in the case of counterclaims arising from the same contractual relationship.
8. Retention of Title
We reserve title to the purchased goods until all payments arising from the business relationship with the buyer have been received. The buyer is entitled to resell the purchased goods in the ordinary course of business.
However, the purchaser hereby assigns to us all claims in the amount of the final invoice total (including VAT) that arise for the purchaser from the resale to its customers or third parties. The purchaser remains authorized to collect these claims even after the assignment. We undertake not to collect the claim as long as the purchaser meets its payment obligations from the proceeds received, is not in default of payment, and no petition for the opening of insolvency proceedings has been filed or suspension of payments has occurred. If this is the case, we may demand that the purchaser disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment.
9. Attachment, Realization
If the purchaser acts in breach of the contract—in particular, in the event of late payment—we are entitled to take back the purchased goods. Our taking back of the purchased goods does not constitute a withdrawal from the contract, unless we have expressly stated this in writing. Our seizure of the purchased goods always constitutes a withdrawal from the contract. After taking back the purchased goods, we are authorized to sell them; the proceeds from such sale shall be applied toward the purchaser’s liabilities, less reasonable costs of sale. The purchaser is not permitted to pledge the purchased goods or transfer ownership thereof as security without our express written consent.
The customer must immediately notify us in writing of any attachments or other interventions by third parties so that we may file a lawsuit pursuant to § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit pursuant to § 771 ZPO, the customer shall be liable for the loss we have incurred.
9. Claims for Defects
Claims for defects are valid only if the buyer has properly fulfilled its obligations to inspect the goods and give notice of defects pursuant to § 377 HGB. In the case of objectively detectable defects, notices of defects must be submitted to us no later than five business days after the goods are received at their destination. With regard to defects that are not objectively detectable, the statutory provisions apply.
The warranty period is twelve months from the transfer of risk. This period constitutes a statute of limitations and also applies to claims for compensation for consequential damages resulting from defects, provided that no claims arising from tort are asserted. In the event of notices of defects regarding parts of a complete delivery, our warranty applies only to the defective parts.
11. Liability
We are fully liable in accordance with statutory provisions for damage to life, body, or health resulting from a negligent or intentional breach of duty by us, our legal representatives, or our agents, as well as for damage covered by liability under the Product Liability Act. For damages not covered by the first sentence and resulting from intentional or grossly negligent breaches of contract, as well as fraudulent misrepresentation on the part of us, our legal representatives, or our agents, we are liable in accordance with the statutory provisions.
In this case, however, liability for damages is limited to foreseeable, typically occurring damages, provided that we, our legal representatives, or our agents did not act with intent. To the extent that we assume responsibility for the goods, however, we shall be liable only if the risk of such damage is clearly covered by the warranty of quality and durability, unless the damage involves injury to life, limb, or health.
Provided that the cause of the damage or defect is not due to willful misconduct or gross negligence and the claim for damages does not arise from the absence of a warranted characteristic, any further claims by the purchaser, regardless of their legal basis, are excluded. We are therefore not liable for damages that did not occur to the purchased item itself, in particular for lost profits or other financial losses suffered by the purchaser.
12. Final Provisions
The place of jurisdiction for disputes arising from legal relationships between the customer and us is Karlsruhe. The relationship between the contracting parties is governed exclusively by the laws in force in the Federal Republic of Germany. The application of a uniform law on the international sale of movable property is excluded. Should one or more provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected.
V 2.2 – 01.09.2022