These Terms and Conditions apply exclusively to entrepreneurs, foundations, legal entities of public law, and public special assets.
II. Conclusion of Contract and Content
- Our offers, deliveries, and services are subject exclusively to these Terms and Conditions. Deviating customer conditions will not become part of the contract, even if we do not oppose them in individual cases. Referring to a document that contains or refers to the customer’s or a third party’s conditions does not imply consent to those conditions.
- Our offers are valid for thirty days unless otherwise stated. We can accept customer orders or assignments within two working days of receipt. Contracts are concluded either by our written order confirmation or by fulfilling the order within the aforementioned period.
- Our information on the subject of delivery or service (e.g., weights, dimensions, usability, load capacity, tolerances, technical data) and representations (e.g., drawings, illustrations) are approximately authoritative unless exact conformity is required for the intended contractual purpose. They are not guaranteed characteristics but descriptions or identifications of the delivery or service. Commercial deviations and those arising from legal regulations or representing technical improvements, as well as the replacement of components with equivalent parts, are permissible as long as they do not impair the usability for the intended contractual purpose.
- We reserve property and copyright rights to samples, drawings, cost estimates, etc., in electronic form as well. They must not be made accessible to third parties without permission, used by the customer or third parties, or duplicated, and must be returned immediately upon request.
III. Prices and Payments
- Unless otherwise agreed, prices are ex works, excluding VAT at the statutory rate.
- If the applicable prices of our suppliers or other costs for our services significantly increase between the conclusion of the contract and completed delivery, the parties are obliged to negotiate an adjustment of the agreed prices after notification. This also applies if the customer has already made a down payment.
- In the case of shipment purchases, the customer bears the transport costs from the warehouse and the costs of any desired transport insurance.
- Unless otherwise agreed, the following installment payments become due – without deduction: 50% at the conclusion of the contract; 50% before delivery or installation.
- The customer’s rights to offset or retain are excluded unless the counterclaim is undisputed or legally established. In the case of defects in the delivery, the customer’s counter-rights remain unaffected.
- Agreements on a binding delivery time must be in writing or text form (e.g., email). Our timely performance assumes that all commercial and technical questions between the customer and us have been clarified and that the customer has fulfilled all obligations, such as obtaining necessary official permits or pre-payments. If shipment is agreed, delivery periods and dates refer to the time of handover to the forwarder, carrier, or other third party assigned for transport, unless explicitly stated otherwise by us.
- Delivery is made ex works, which is also the place of performance for the delivery and any subsequent fulfillment. At the customer’s request and expense, the goods will be shipped to another destination (shipment purchase). Unless otherwise agreed, we are entitled to determine the type of shipment (including transport company, shipping route, packaging).
- We are not liable for the impossibility of delivery or for delivery delays as long as these are caused by force majeure or other unforeseeable events at the time of contract conclusion that we are not responsible for. If such events significantly impede or make delivery or performance impossible and the hindrance is not only temporary, we are entitled to withdraw from the contract. In the case of temporary obstacles, delivery or performance periods are extended or delivery or performance dates are postponed by the period of the hindrance plus a reasonable start-up period.
- We are entitled to make partial deliveries if:
– The partial delivery is usable for the customer within the scope of the contractual purpose,
– The delivery of the remaining ordered goods is ensured, and
– Such partial deliveries do not result in significant additional effort or costs for the customer, unless we agree to bear these costs.
V. Transfer of Risk
- The risk transfers to the customer no later than upon handover. In the case of shipment purchases, the risk of accidental loss and deterioration of the goods, as well as the delay risk, transfers upon delivery of the goods to the forwarder, carrier, or the person or institution designated for shipment. If acceptance is required, the risk transfers upon acceptance or, in case of acceptance delay, at that time.
- If shipment or handover is delayed due to circumstances caused by the customer, the risk transfers to the customer as soon as we have notified them of the readiness for shipment.
VI. Retention of Title
- We retain title to the sold goods until full payment of all our current and future claims from the purchase contract and an ongoing business relationship.
- The goods subject to retention of title may not be pledged or transferred as security before full payment of the secured claims. The customer must notify us immediately in writing if an application for opening insolvency proceedings is filed, or if third-party access, such as seizures, occurs on the goods.
- In case of breach of contract by the customer, especially non-payment of the due purchase price, we are entitled to withdraw from the contract according to legal regulations and/or demand the return of the goods based on the retention of title.
- Until revocation, the customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following additional provisions apply:
(a) The retention of title extends to the products resulting from the processing, mixing, or combining of our goods at their full value, with us being considered the manufacturer. If, in the course of processing, mixing, or combining with goods of third parties, their right of ownership remains, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same applies to the resulting product as to the goods delivered under retention of title.
(b) The customer hereby assigns to us the claims against third parties arising from the resale of the goods or product, in total or in the amount of our possible co-ownership share as outlined above, as security. We accept the assignment. The obligations of the customer mentioned in paragraph 2 also apply in respect of the assigned claims.
(c) Alongside us, the customer remains authorized to collect the claim. We commit to not collect the claim as long as the customer meets his payment obligations to us, there is no deficiency in his ability to perform, and we do not assert the retention of title by exercising a right according to paragraph 3. However, if this is the case, we can demand that the customer informs us of the assigned claims and their debtors, provides all details necessary for collection, hands over the related documents, and informs the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the customer’s authority to further sell and process the goods under retention of title.
(d) If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer’s request.
VII. Warranty Claims and Limitation
- The warranty period is one year from delivery or, if acceptance is required, from acceptance. This period does not apply to claims for damages arising from injury to life, body, or health, or from intentional or grossly negligent breaches of duty by us or our agents.
- The statutory provisions apply to customer rights in case of material and legal defects, including incorrect and short delivery as well as defective instructions, unless otherwise specified.
- We are generally not liable for defects that the customer was aware of at the time of contract conclusion or should have been aware of due to gross negligence (§ 442 BGB). Furthermore, the customer’s claims for defects require that they have fulfilled their statutory inspection and notification obligations (§§ 377, 381 HGB). For materials and other goods intended for installation or further processing, an inspection must always take place immediately before processing. If a defect becomes apparent during delivery, inspection, or at any later point in time, we must be immediately notified in writing. In any case, obvious defects must be reported in writing within 7 (seven) working days of delivery, and defects not detectable during inspection within the same period from discovery. If the customer fails to conduct a proper inspection and/or defect notification, our liability for the defect not notified or not notified in time or properly is excluded according to the statutory provisions.
- If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery).
- We are entitled to make the owed subsequent performance dependent on the customer paying the due purchase price. However, the customer is entitled to retain a portion of the purchase price appropriate in relation to the defect.
- The customer must give us the necessary time and opportunity for the owed subsequent performance, in particular to hand over the complained goods for inspection purposes. In the case of a replacement delivery, the customer must return the defective item to us upon request according to the legal provisions; the customer does not have a claim for return.
- The warranty is void if the customer alters the delivered goods without the seller’s consent or has them altered by third parties, and this makes the rectification of defects impossible or unreasonably difficult. In any case, the customer bears the additional costs of remedying the defects arising from the alteration.
- Unless otherwise provided in these terms, we are liable for breach of contractual and non-contractual obligations in accordance with the statutory provisions.
- We are liable for damages – irrespective of the legal grounds – within the scope of fault-based liability in case of intent and gross negligence. In case of simple negligence, we are liable only for damages resulting from injury to life, body, or health, and for damages resulting from the breach of an essential contractual obligation.
- We are liable for damages – regardless of the legal grounds – within the scope of fault liability in cases of intent and gross negligence. In cases of simple negligence, subject to statutory limitations of liability (e.g., exercising care in our own affairs; minor breach of duty), we are only liable for:
- a) Damages resulting from injury to life, body, or health,
- b) Damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to the compensation of the foreseeable, typically occurring damage.
- The liability limitations arising from paragraph 2 also apply to breaches of duty by or for the benefit of persons whose fault we are responsible for according to statutory provisions. They do not apply if a defect was fraudulently concealed or if a guarantee for the quality of the goods was assumed and for our liability under the Product Liability Act.
IX. Choice of Law and Jurisdiction
- The law of the Federal Republic of Germany applies, excluding the UN Sales Convention (CISG) and the referral norms of international private law.
- The place of jurisdiction in dealings with merchants, legal entities under public law, or special public assets is Düsseldorf. However, we are also entitled to sue at the customer’s place of business.