GTC – The english version of the General Terms and Conditions is for information of the customer only. Only the German version is legally binding.
1. Scope of Agreement
Our General Terms and Conditions (hereafter: GTC) apply to companies and entrepreneurs according to art. 14 of the German Civil Code (BGB).
We do not contract with or deliver to consumers.
The customer agrees that our GTC shall be legally binding for this contract and, in the case of an ongoing business relationship, for all future business transactions with the customer.
Our GTC shall apply exclusively. Any conditions deviating from these terms, particularly conflicting conditions of the customer will not be accepted and we expressly object to them. Even if we do not object to them again when concluding the contract and/ or if we carry out the delivery to the customer without reservation in the knowledge of the customer's conflicting or deviating conditions, we shall not be bound by them.
All agreements that are made between the customer and us in order to execute the contract shall be recorded in writing in this contract. There are no verbal agreements.
Our offers are without obligation.
Any and all samples are non-binding. We unrestrictedly reserve the ownership and copyrights to images, drawings and other documents. They may only be made available to third parties after our prior written consent and should the order be placed with someone else, they must be returned to us.
3. Conclusion of the Contract
We can accept orders that may be regarded as offers for concluding a purchase contract by sending an order confirmation within two weeks or by delivering the ordered product within the same time limit.
We reserve the right to make excess or short deliveries of up to one full packaging unit.
The compliance with our delivery obligation is conditional upon the timely and orderly fulfilment of the customer's obligations. The customer shall be notified of the beginning of the delivery time indicated by us in due time. Unless expressly agreed otherwise in writing, delivery dates are solely non-binding information.
In case of culpable failure to meet a delivery date that has been expressly agreed in writing beforehand, the customer shall grant us a reasonable extension of the delivery period in writing. Should we fail to meet the extended deadline by our fault, the customer shall have the right to withdraw from the contract. Damage claims by the customer due to late delivery are determined by clause 11.
In case of delivery delays due to force majeure, we have the right to extend the delivery time by the duration of the hindrance plus a reasonable startup time. We are not responsible for the aforementioned circumstances, even if binding delivery dates have been greed and/ or if these circumstances occur during an existing contract.
Partial deliveries are acceptable to the extent that these are reasonable to the customer. very partial delivery is regarded as an independent transaction and shall be invoiced and paid separately. The customer shall not be entitled to delay
5. Transfer of Risk
The shipping of the goods shall be at the customer's cost.
Any and all risk shall be transferred to the customer when the goods are handed over to the person carrying out the transport to the contractual destination, even if we have contractually agreed to carry the transport costs.
In case the customer delays acceptance of the delivery or otherwise breaches his obligations to cooperate, we are entitled to claim any damages incurred by us, including possible additional expenses.
In the event of delayed order acceptance, the risk of accidental deterioration or accidental loss of the delivery item shall be passed to the customer.
The prices stated in our order confirmation, plus the statutory VAT and shipping costs, shall apply. Unless otherwise agreed, the prices valid on the shipping day shall apply.
If delivery of the goods is free, we will determine the dispatch method.
The customer shall carry any and all additional costs for any dispatch
he specifically requests (e.g. express delivery or air freight).
Unless otherwise agreed, our invoices shall be due for payment without deduction within 14 days. Payments will be considered effected, once we have the amount at our disposal and only if the payments are made directly to us
n case of a delay in payment, we are entitled to charge default interest at 9% above the applicable base interest rate of the ECB per annum.
In case the customer does not fulfil his payment obligations, we are entitled to make the delivery conditional upon the provision of an appropriate security (bank guarantee, securities in the form of goods, etc.), especially in case of suspension of payments or in circumstances which call the customer's creditworthiness into question. If the customer does not provide the requested security within a reasonable period of time, we have the right to withdraw from the contract. The customer shall only be entitled to a right of offset, if his counter claims have been legally established, or are undisputed or acknowledged by us. The customer shall only have a right of retention for counter claims arising from the same contractual relationship.
The customer shall only have a right of retention for counter claims arising from the same contractual relationship.
8. Title and Ownership
We reserve title to the object of sale until receipt of all payments arising from the business relationship with the customer.
The purchaser is entitled to resell the object of sale in the ordinary course of business.
The customer is entitled to resell the delivery item in the ordinary course of business. However, the customer assigns to us any and all claims he has toward the buyer or third parties resulting from the resale, to the amount of the sum total of the invoice (including VAT). The customer shall remain entitled to collect these claims, even after assignment. We undertake to refrain from collecting the claim as long as the customer meets his payment obligations from the collected revenues, is not in delay with payment and has not filed an application to open insolvency proceedings or suspended payments. Should this be the case, we may request that the customer make known the ceded claims and debtors, provide the information necessary for collection, hand over related documents and give notice of cession of claims to the debtors (third parties).
9. Seizure, Exploitation
In the event that the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the object of sale.
The taking back of the object of sale by us does not constitute a withdrawal from the contract unless we have expressly declared this in writing.
The seizure of the object of sale by us shall always constitute a withdrawal from the contract. After taking back the object of sale, we shall be entitled to exploit it; the exploitation proceeds shall be set off against the customer's liabilities less reasonable exploitation costs. The customer is not permitted to pledge or assign the object of sale as security without our express written consent.
The customer shall immediately inform us in writing of any seizures or other third party interventions, in order for us to bring suit in accordance with art. 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is unable to reimburse us for the court and out-ofcourt costs of the suit in accordance with art. 771 ZPO, the customer is liable for any and all losses incurred by us.
10. Claims for Defects
Claims for defects shall only exist if the buyer has duly fulfilled his duties of inspection and notification of defects owed under § 377 of the German Commercial Code (HGB).
Notification of defects must be given to us in the case of objectively recognisable defects no later than five working days after receipt of the goods at the place of destination.
With regard to objectively not recognisable defects, the statutory provisions shall apply.
The warranty period is of twelve months, beginning with the transfer of risk. This period is a period of limitation and shall also apply to replacement claims for damage consequential to defects, unless tort claims are asserted. In case of claims for defects for parts of a full delivery, our warranty only applies to the defective parts.
In line with legal stipulations, we shall be fully liable for death, physical injury and harm to health, if these are caused by a grossly negligent or intentional breach of duty on our part or on the part of our legal representatives or assistants, as well as for damages for which the German Product Liability Act applies.
The statutory regulations determine our liability for damages that are not covered by sentence 1 and which are founded on a grossly negligent or intentional breach of contract or malice on our part or on the part of our legal representatives or assistants. In this case, however, our liability is limited to typical, foreseeable damages, unless we, our legal representatives or assistants have acted intentionally.
However, we shall only be liable to this extent, if the risk of such damages is obviously included in the guarantee for the goods' quality and durability, unless it is a matter of death, physical injury and harm to health.
Further claims of the customer are excluded, irrespective of their legal grounds, unless the cause for damage or defect is based on intent or gross negligence and/ or they are claims for compensation due to the lack of an assured characteristic. Therefore, we shall not be liable for damages which do not occur on the actual delivery items; in particular, we shall not be liable for loss of profits or other financial losses of the customer.
12. Final Provisions
The place of jurisdiction for disputes arising from legal relationships between the customer and us is Karlsruhe.
The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany.
The application of a uniform law on the international purchase of movable goods is excluded.
Should one or more provisions of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.
The offerings of the DACH website are addressed only to commercial customers and interested parties or to public enterprises and not to private customers. § 312i para. 1 sentence 1 no. 1–3 of the German Civil Code(BGB) does not apply.
In the case of Web offers aimed at companies or public enterprises, such companies or enterprises are represented by the user and must assume that the user has appropriate knowledge and acts accordingly.
This DACH website contains specific information and software and documentation, for viewing or downloading.
DACH may stop the operation of the DACH website in full or in part at any time. Due to the nature of the internet and computer systems, DACH cannot accept any liability for the continuous availability of the DACH website.
Some pages of the DACH website may be password protected. In the interest of safety and security of the business transactions, only registered Users may access said pages. DACH reserves the right to deny registration to any User. DACH particularly reserves the right to determine certain sites, which were previously freely accessible, subject to registration. DACH is entitled, at any time and without obligation to give reasons, to deny the User the right to access the password-protected area by blocking its User Data (as defined below), in particular if the User
uses false data for the purpose of registration
violates any applicable laws in the access to or use of the DACH website; or did not use the DACH website for a longer period.
For registration the User shall give accurate information and, where such information changes over time, update such information (to the extent possible: online) without undue delay. The User shall ensure that its e-mail address, as supplied to DACH, is current at all times and an address at which the User can be contacted.
Upon registration the User will be provided with an access code, comprising a User ID and a password (à “User Data”).On first access the User shall promptly change the password received from DACH into a password known only to the User. The User Data allows the User to view or change its data or, as applicable, to withdraw its consent to data processing.
The User shall ensure that User Data is not accessible by third parties and is liable for all transactions and other activities carried out under its User Data. At the end of each online session, the User shall log-off. If and to the extent the User becomes aware that third parties are misusing its User Data the User shall notify DACH thereof without undue delay in text form.
After receipt of the notice under paragraph 3.4, DACH will deny access to the password-protected area under such User Data. Access by the User will only be possible again upon the User's application to DACH or upon new registration.
The User may at any time request termination of its registration in writing, provided that the deletion will not violate the proper performance of contractual relationships.
Details are regulated in the DACH Privacy Statement (https://www.dach-germany.de/datenschutz).
Rights of Use to Information, Software and Documentation
DACH grants User a non-exclusive and non-transferable license, which may not be sublicensed, to use the information and documentation made available to the User on or via the DACH website to the extent agreed, or in the event of no such agreement to the extent of the purpose intended by DACH in making same available.
Information and documentation may not be distributed by the User to any third party at any time nor may it be rented or in any other way made available.
The information and documentation are protected by copyright laws as well as international copyright treaties as well as other laws and conventions related to intellectual property. The User shall observe such laws and shall not modify, conceal or remove any alphanumeric code, marks or copyright notices neither from the information nor from documentation, or any copies thereof.
§§ 69a et seq. of the German Copyright Law shall not be affected hereby.
Except for the rights of use and other rights expressly granted herein, no other rights are granted to the User. Any and all patent rights and licenses are expressly excluded.
DACH has no obligation requiring the grant of further rights.
DACH may use without charge any idea or proposal stored by a User on the DACH websites for the development, improvement and sale of its products.
Duties of the User
In accessing or using the DACH website the User shall not
harm other persons, or infringe their personal rights;
violate any intellectual property right or any other proprietary right;
breach public morality in its manner of use;
transmit any malware content;
transmit, store or upload hyperlinks or contents to which the User is not entitled,
in particular in cases where such hyperlinks or contents are in breach of confidentiality obligations or unlawful; or
The DACH website may contain hyperlinks to the web pages of third parties. DACH shall have no liability for the contents of such web pages and does not make representations about or endorse such web pages or their contents as its own, as DACH does not control the information on such web pages after the moment of setting a link and is not responsible for the contents and information given thereon.
Liability for defects of title or quality
Insofar as any information or documentation is made available at no cost, any liability for defects as to quality or title of the information, software and documentation especially in relation to the correctness or absence of defects or the absence of claims or third-party rights or in relation to completeness and/or fitness for purpose are excluded except for cases involving willful misconduct or fraud.
The information on the DACH website may contain specifications or general descriptions related to the technical possibilities of individual products which may not be available in certain cases (e.g. due to product changes). The required performance of the product shall therefore be mutually agreed in each case at the time of purchase.
Other liability, Viruses
Although DACH makes every endeavor to keep the DACH website virus-free, DACH doesn’t guarantee this. The User shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.
#1 and #2 do not intend nor imply any changes to the burden of proof to the User's disadvantage.
Supplementary Agreements, Place of Jurisdiction, Applicable Law
Any supplementary agreement requires the written form.
The place of jurisdiction is Karlsruhe, Germany.
If differences between the German text of this and other documents and the English translation occur, the German text overrules the translation.
The application of the United Nations Convention on Contracts for the International Sales of Goods (CISG) of 11 April 1980 is excluded.
Rastatt, April 9, 2021