Version: January 2024
(1) Our terms and conditions of sale shall apply exclusively. We do not acknowledge any terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if, being aware of conflicting or deviating terms and conditions of the customer, we perform delivery to the customer without reservation; this applies in particular to private label agreements.
(2) All agreements concluded between us and the customer for the purpose of performing the contract are set out in writing in the contract.
(3) Our terms and conditions of sale apply both to consumers and to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).
(4) Legally relevant declarations and notices by the customer relating to the contract (e.g., setting of deadlines, notice of defects, withdrawal or reduction) must be made in writing. “In writing” within the meaning of these terms and conditions of sale includes written form and text form (e.g., letter, email, fax). Statutory form requirements and further evidence requirements, in particular in case of doubts about the authority of the declaring party, remain unaffected.
(5) References to the applicability of statutory provisions are for clarification only. Even without such clarification, statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these terms and conditions of sale.
(1) Our offers are subject to change and non-binding. Price information is non-binding. The terms and prices valid at the time of the order are decisive.
(2) If an order is to be classified as an offer pursuant to Section 145 BGB, we may accept it within 2 weeks. Acceptance may be declared either in writing (e.g., by order confirmation) or by delivery of the goods to the customer.
(3) We reserve ownership and copyright rights in illustrations, drawings, calculations and other documents. This also applies to written documents designated as “confidential”. The customer requires our express written consent before passing them on to third parties.
(1) Unless otherwise stated in the order confirmation, our prices are in EUR “ex works”. In the case of shipment purchase (Section 5 (1)), the customer bears the transport costs ex works.
(2) Statutory VAT is not included in our prices; it will be shown separately on the invoice at the statutory rate applicable on the date of invoicing.
(3) The purchase price is due and payable within 30 days from invoicing and delivery of the goods, unless a different payment period has been agreed in writing.
(4) The statutory rules regarding the consequences of default in payment shall apply. We reserve the right to assert further damages caused by default. With regard to merchants, our claim for commercial maturity interest (Section 353 of the German Commercial Code (HGB)) remains unaffected.
(5) The customer is entitled to set-off or retention rights only insofar as its claim has been legally established or is undisputed. In the event of defects in delivery, the customer’s counter-rights, in particular pursuant to Section 6 (4) sentence 2 of these terms and conditions of sale, remain unaffected.
(1) The delivery period shall be agreed individually or specified by us upon acceptance of the order.
(2) If we are unable to meet binding delivery periods for reasons beyond our control (unavailability of performance), we will inform the customer without undue delay and at the same time notify the expected new delivery period. If the performance is also unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; any consideration already paid by the customer will be refunded without undue delay. A case of unavailability of performance in this sense exists in particular where our supplier does not deliver to us in time, provided that we have concluded a congruent covering transaction, neither we nor our supplier are at fault, or we are not obligated to procure in the individual case.
(3) The occurrence of our delay in delivery is determined by the statutory provisions. In any case, however, a reminder by the customer is required.
(4) The customer’s rights pursuant to Section 7 of these terms and conditions of sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.
(1) Delivery shall be “ex works”, which is also the place of performance. 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 method of shipment (in particular carrier, shipping route, packaging) at our discretion. For parcel shipping within Germany, up to an order value of EUR 249.99 we charge a flat shipping fee of EUR 12.50 per order and delivery address; between EUR 250.00 and EUR 499.99 the flat shipping fee is EUR 10.50; from an order value of EUR 500.00 parcels are delivered free of charge.
(2) If the customer is an entrepreneur, we are entitled to make partial deliveries to a reasonable extent.
(3) The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of shipment purchase, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass already upon delivery of the goods to the freight forwarder, carrier or other person or institution designated to carry out the shipment. Where acceptance is agreed, acceptance is decisive for the transfer of risk. In all other respects, the statutory provisions of German contract for work and services law shall apply accordingly to an agreed acceptance. Handover or acceptance is deemed to have taken place if the customer is in default of acceptance.
(4) If the customer is in default of acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the customer, we are entitled to claim compensation for the resulting damage including additional expenses (e.g., storage costs). For this we charge a lump-sum compensation of 0.5% of the delivery value per calendar week, but no more than a total of 10% of the delivery value, starting with the delivery period or – in the absence of a delivery period – with the notification of readiness for dispatch of the goods. Proof of higher damages and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum will be credited against further monetary claims. The customer remains entitled to prove that we suffered no damage at all or only substantially lower damage than the above lump sum.
(1) The customer’s rights in the event of material defects and defects of title are governed by the statutory provisions unless otherwise stipulated below. In all cases, the statutory provisions on consumer goods sales (Sections 474 et seq. BGB) and the customer’s rights arising from any separately granted guarantees remain unaffected.
(2) If the customer is a merchant, claims for defects require that the customer has duly complied with its duties to inspect and give notice of defects pursuant to Section 377 HGB.
(3) If the delivered item is defective, we may, if the customer is a merchant, initially choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement delivery). If the customer is a consumer, the customer may initially choose between repair and replacement delivery. Our right to refuse subsequent performance under the statutory conditions remains unaffected. We bear the expenses required for inspection and subsequent performance, in particular transport, travel, labor and material costs as well as, if applicable, removal and installation costs, provided that a defect actually exists. However, if the customer’s request to remedy defects turns out to be unjustified, we may demand reimbursement of the costs incurred from the customer.
(4) We are entitled to make the subsequent performance owed conditional upon the customer paying the due purchase price. However, the customer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.
(5) If an appropriate deadline to be set by the customer for subsequent performance has expired unsuccessfully or is dispensable under the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. In the event of a minor defect, there is no right of withdrawal.
(6) Claims of the customer for damages or reimbursement of futile expenses (Section 284 BGB) shall exist, even in the event of defects in the goods, only in accordance with the following Section 7.
(7) If the customer is an entrepreneur, the limitation period for claims for defects is 12 months, calculated from the transfer of risk. This does not apply if the purchased item is typically used for a building and caused the defect. If the customer is a consumer, the limitation period is determined by law. Mandatory statutory special provisions on limitation periods remain unaffected (in particular Sections 438 (1) no. 1, 76 (3), 444, 445b BGB). The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the customer that are based on a defect in the goods, unless application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in the individual case. Claims for damages by the customer pursuant to Section 7 (2) sentence 1 and sentence 2 (a) as well as under the German Product Liability Act are subject exclusively to the statutory limitation periods.
(1) Unless otherwise provided in these terms and conditions of sale including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.
(2) We are liable for damages – regardless of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g., care in one’s own affairs; insignificant breach of duty), only: a) for damages resulting from injury to life, body or health; b) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment enables the proper performance 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 compensation for the foreseeable, typically occurring damage.
(3) The limitations of liability resulting from the above subsection (2) also apply vis-à-vis third parties and in the event of breaches of duty by persons (also in their favor) for whose fault we are responsible under statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been assumed for the quality of the goods and for claims of the customer under the German Product Liability Act.
(4) The customer may withdraw from or terminate the contract due to a breach of duty that does not consist of a defect only if we are responsible for the breach of duty. A free right of termination of the customer (in particular pursuant to Sections 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.
(1) In contracts with consumers, we retain title to the sold goods until full payment of the claim arising from the purchase contract has been made. If the buyer is an entrepreneur, we retain title to the sold goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claims) has been made. In the event of the customer’s breach of contract, in particular in the event of default in payment, we are entitled to repossess the purchased item. Our repossession of the purchased item constitutes withdrawal from the contract. We are entitled to realize the purchased item after repossession; the proceeds of realization are to be credited against the customer’s liabilities – less reasonable realization costs.
(2) The customer is obligated to handle the purchased item with care.
(3) In the event of seizures or other interventions by third parties, the customer must notify us in writing without undue delay so that we may bring an action pursuant to Section 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 an action pursuant to Section 771 ZPO, the customer shall be liable for the loss incurred by us.
(4) If the customer is an entrepreneur, the customer is entitled to resell the purchased item in the ordinary course of business; however, the customer hereby assigns to us already now all claims in the amount of the invoice final amount (including VAT) of our claim that accrue to the customer from resale to its customers or third parties, regardless of whether the purchased item is resold without or after processing. The customer remains authorized to collect these claims even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim as long as the customer meets its payment obligations from the collected proceeds, is not in default of payment, and in particular no application has been filed for the opening of composition or insolvency proceedings or there is a suspension of payments. If this is the case, we may require that the customer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the associated documents, and notify the debtors (third parties) of the assignment.
(5) Any processing or transformation of the purchased item by the customer is carried out for us. 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 value of the purchased item (invoice final amount, including VAT) to the other processed items at the time of processing. Otherwise, the same shall apply to the item resulting from processing as applies to the purchased item delivered under retention of title.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the purchased item (invoice final amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out 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 on a pro-rata basis. The customer holds the resulting sole ownership or co-ownership for us.
(7) We undertake to release the securities to which we are entitled at the customer’s request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; selection of the securities to be released shall be at our discretion.
(1) If the customer is a merchant, our place of business in Nordwalde shall be the place of jurisdiction; however, we are also entitled to sue the customer at the court of its place of residence.
(2) The law of the Federal Republic of Germany shall apply; the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
(3) Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.