General terms and conditions

§ 1 Scope of Application

(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 § 310 para. 1 BGB (German Civil Code). We only acknowledge conflicting or deviating terms and conditions of the customer if we expressly agree to their validity in writing. Verbal collateral agreements require our written confirmation to be effective.
(2) These terms and conditions of sale also apply to all future transactions with the customer, insofar as they relate to legal transactions of a similar nature.

§ 2 Offer and Conclusion of Contract

(1) Our offers are non-binding unless otherwise agreed in writing.
(2) If an order is to be regarded as an offer according to § 145 BGB, we can accept it within two weeks.
(3) Our order confirmation is decisive for the content of the contract, unless the customer objects in writing immediately after receiving the order confirmation.
(4) We reserve the right to make design changes to the subject matter of the contract at any time to a commercially reasonable extent, due to technical progress or rationalization. Commercially accepted deviations in color, weight, etc. are always reserved.

§ 3 Documents Provided

We reserve ownership and copyrights to all documents provided to the customer in connection with the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent. If we do not accept the customer's offer within the deadline of § 2, these documents must be returned immediately.

§ 4 Prices and Payments

(1) Unless otherwise agreed in writing, our prices are ex warehouse Wasbek, excluding packaging and plus value added tax at the applicable rate. Packaging costs will be invoiced separately. If the customer wishes, we will cover the delivery with transport insurance; the costs incurred in this regard shall be borne by the customer, unless a contrary agreement is made.
(2) Payment of the purchase price must be made exclusively to the following account: Sparkasse Wetzlar, BIC: HELADEF1WET, IBAN: DE37 5155 0035 0031 0055 15
(3) Unless otherwise agreed, the purchase price is to be paid in advance or alternatively by cash on delivery. The deduction of a discount is only permissible with a special written agreement. Default interest will be charged at a rate of 8% above the respective base rate p.a. The assertion of a higher damage caused by delay remains reserved.
(4) If no fixed price agreement has been made, reasonable price changes due to changed labor, material, and distribution costs are reserved for deliveries that occur 3 months or later after the conclusion of the contract.
Since we calculate our prices on the exchange rate basis USD / EURO, reasonable price changes are also reserved in the event of significant exchange rate fluctuations.

§ 5 Set-off and Rights of Retention

The customer is only entitled to set-off if their counterclaims have been legally established or are undisputed. The customer is only authorized to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.

§ 6 Delivery Time

(1) The commencement of the delivery time specified by us presupposes the timely and proper fulfillment of the customer's obligations. The defense of non-performance of the contract remains reserved.
(2) If the customer is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the resulting damage, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time when the customer is in default of acceptance or default of payment.
(3) The agreed delivery period only begins upon receipt of our order confirmation and clarification of all questions relevant to the delivery. We endeavor to adhere to agreed delivery deadlines. Unforeseen operational disruptions (energy and raw material shortages, strikes, and other events of force majeure) release us from the obligation to deliver as long as these factors affect our operational processes.
(4) If we are responsible for not adhering to this deadline, the customer is obliged to set us a grace period of at least 6 weeks. After its expiry, the customer is entitled to withdraw from the contract. Claims for damages are excluded in this regard, insofar as the delay in delivery is not based on intent or gross negligence. Otherwise, the customer's claims in the event of delay in delivery are governed by the statutory provisions.
(5) We can fulfill orders in partial deliveries, which must be paid for separately in accordance with our payment terms. If payment of a partial delivery is culpably delayed by the customer, we can suspend further processing of the order.
(6) If delivery on call or in partial quantities is agreed, we have a contractual right of withdrawal in the event that the call-off or payment of the goods or partial quantities thereof does not take place within the agreed period. A grace period regarding the customer's call-off obligation or the customer's payment obligation is not required. Alternatively, we have the right in this case to demand the agreed total purchase price upon provision of the entire delivery. Our further statutory rights and claims remain unaffected.
(7) Unless otherwise agreed, we determine the means of transport and the route of transport. No guarantee is given that the transport will be the fastest and most cost-effective option.
(8) It is the customer's responsibility to check the condition of the goods immediately upon receipt of the shipment and to have any transport damage ascertained immediately by the responsible authority (receiving station, delivery post office, or freight forwarder) and to transmit this information to us immediately. Insofar as transport insurance has been taken out and the insurer reduces the benefits due to insufficient cooperation by the customer in the determination and/or processing of the damage, we are entitled to recourse in the amount of the reduction in the insurance benefits.

§ 7 Transfer of Risk

(1) Unless otherwise stated in the order confirmation, delivery "ex warehouse" is agreed.
(2) If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods passes to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are dispatched from the place of performance or who bears the freight costs in each individual case.

§ 8 Retention of Title

(1) We retain ownership of the delivered item until full payment of all claims under the supply contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the customer acts in breach of contract.
(2) As long as ownership has not yet been transferred to them, the customer is obliged to treat the purchased item with care. In particular, they are obliged to adequately insure it against theft, fire, and water damage at their own expense to the replacement value. If maintenance and inspection work must be carried out, the customer must carry out these at their own expense in good time. As long as ownership has not yet been transferred, the customer must immediately notify us in writing if the delivered item is seized or otherwise subject to third-party interference. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action in accordance with § 771 ZPO (German Code of Civil Procedure), the customer is liable for the loss we have incurred.
(3) The customer is entitled to resell the reserved goods in the normal course of business. The customer already assigns to us the claims of the buyer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our right to collect the claim itself remains unaffected. However, we will not collect the claim as long as the customer fulfills their 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 or payment has been suspended.
(4) The processing or transformation of the purchased item by the customer always takes place in our name and on our behalf. In this case, the customer's expectancy interest in 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 proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies to the case 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 transfers co-ownership to us proportionally and keeps the sole ownership or co-ownership thus created for us. To secure our claims against the customer, the customer also assigns to us those claims that accrue to them from the connection of the reserved goods with real estate against a third party; we already accept this assignment.
(5) We undertake to release the securities to which we are entitled at the customer's request, insofar as their value exceeds the claims to be secured by more than 20%.

§ 9 Warranty and Notice of Defects as well as Recourse / Manufacturer's Recourse

(1) Warranty rights of the customer presuppose that they have duly fulfilled their examination and notification obligations owed under § 377 HGB (German Commercial Code) (§ 6 para. 8).
(2) Claims for defects become statute-barred 12 months after delivery of the goods delivered by us to our customer. In the case of multi-shift operation, the limitation period is shortened in accordance with the multiple use. In the case of used goods, the warranty is excluded. The above provisions do not apply insofar as the law mandatorily prescribes longer periods in accordance with § 438 para. 1 no. 2 BGB, § 479 para. 1 BGB and § 634a para. 1 BGB. Our consent must be obtained before any return of the goods.
(3) Should the delivered goods show a defect despite all due diligence, which 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 option. We must always be given the opportunity for subsequent performance within a reasonable period. Recourse claims remain unaffected by the above regulation without restriction.
(4) If the subsequent performance fails, the customer can - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.
(5) Claims for defects do not exist in the event of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear or wear and tear, and in the event of damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable operating materials, defective construction work, unsuitable subsoil or due to special external influences that are not assumed under the contract. If improper repair work or modifications are carried out by the customer or third parties, no claims for defects also exist for these and the resulting consequences. This applies in particular in the event of non-observance of our assembly instructions and when installing foreign parts.
(6) Claims by the customer for the expenses required for the purpose of subsequent performance, in particular transport, travel, labor and material costs, are excluded insofar as the expenses increase because the goods delivered by us are subsequently transported to a place other than the customer's place of business, unless the transport corresponds to their intended use.
(7) Recourse claims of the customer against us only exist insofar as the customer has not made any agreements with their customer that go beyond the mandatory statutory claims for defects. Paragraph 6 also applies accordingly to the scope of the customer's recourse claim against the supplier.

§ 10 Returns by the Customer

Unless otherwise agreed, returns will only be accepted within 14 days with a deduction of a flat rate of 10% of the invoice amount for take-back and re-storage costs.
The assertion of higher costs remains reserved.

§ 11 Miscellaneous

(1) This contract and the entire legal relationship of the parties are subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).
(2) Place of performance and exclusive place of jurisdiction and for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation.
(3) All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.
(4) Should individual provisions of this contract be or become ineffective or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to agree, in place of the ineffective provision, on such a legally permissible provision that comes closest to the economic purpose of the ineffective provision or fills this loophole.

§ 12 Liability

(1) Further liability for damages than provided for in § 9 is excluded - irrespective of the legal nature of the asserted claim. This applies in particular to claims for damages from culpa in contrahendo, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with § 823 BGB.
Liability for culpable injury to life, limb and health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(2) The limitation according to para. 1 also applies insofar as the customer demands compensation for useless expenses instead of a claim for compensation for the damage instead of performance.
We are liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage. A material contractual obligation exists if the breach of duty relates to an obligation on the fulfillment of which the customer has relied and was also entitled to rely.
(3) Insofar as liability for damages is excluded or limited towards us, this also applies with regard to the personal liability for damages of our employees, workers, employees, representatives and vicarious agents.