General Terms and Conditions

1. Scope of Application

The following general terms and conditions apply to all contracts, deliveries, and other services unless they are amended or excluded with the express consent of the supplier. General terms and conditions of the contractual partner shall not become binding, even if we do not expressly object to them.

2. Offers and Contracts

Offers are always non-binding. Contracts and other agreements only become binding upon our written confirmation or delivery. Insofar as employees or commercial agents make oral collateral agreements or give assurances that go beyond the written contracts, these always require our written confirmation.

3. Prices

Our list prices valid on the day of delivery or dispatch shall apply. The day of delivery or dispatch is also decisive for factory-imposed or officially mandated price surcharges and cost increases, as well as apportionable taxes and duties. In addition to the product price, we are entitled to separately invoice our ancillary services or any extraordinary time expenditure associated with the order. This applies in particular to orders with a product value below EUR 100.00.

4. Delivery and Delay

Deliveries are generally ex works, including packaging. The buyer may not refuse partial deliveries. Delivery dates and deadlines are only considered fixed if confirmed by us in writing.

Delivery periods shall be extended, including during an existing delay, by an appropriate period in the event of force majeure and unforeseen obstacles arising after conclusion of the contract that we are not responsible for, insofar as such obstacles demonstrably have a significant impact on the delivery of the sold item. This also applies if these circumstances arise at our suppliers or their sub-suppliers. Strikes and lockouts shall in any event be considered an impediment not attributable to us.

Delivery periods shall be extended by the period during which the buyer is in default of their contractual obligations, within an ongoing business relationship also from other contracts. Acceptance obligations from framework or call-off orders are, unless otherwise agreed, to be fulfilled within 12 months of confirmation.

If the buyer does not accept the goods sent or offered, or does not provide shipping instructions within one week of the readiness notification, we may set a reasonable grace period and, after its fruitless expiry, withdraw from the contract or claim damages for non-performance. In this case, the buyer is obligated to compensate us in full for the damage incurred, but at a minimum 15% of the gross price, for which no proof of damage is required up to this amount.

If we are obligated to pay damages for delay or impossibility of delivery under statutory provisions, any damages claim of the buyer, insofar as the contract is related to the commercial activity of the buyer, shall be limited to the damage foreseeable at the time of contract conclusion, but not exceeding 10% of the value of that part of the total delivery that cannot be used in a timely or contractual manner as a result of the delay or non-delivery. This restriction does not apply to the extent that we are liable in cases of intent or gross negligence. The right of the buyer to withdraw after fruitless expiry of a reasonable grace period set by them remains unaffected.

5. Shipping and Transfer of Risk

The shipping route and means are, unless otherwise agreed, at our discretion. Risk passes to the buyer as soon as the shipment has been handed over to the person carrying out the transport or has left our works for the purpose of dispatch, regardless of whether the dispatch takes place from the place of performance and who bears the freight costs.

If the goods are ready for dispatch and dispatch or acceptance is delayed for reasons not attributable to us, risk passes to the buyer upon receipt of the readiness notification, and storage of the goods is at the expense and risk of the buyer.

By accepting the shipment subject to reservation by the carriers, any liability on our part for improper packaging and loading, as well as for weight or quantity losses occurring in transit, is excluded.

6. Payment Terms

The invoice amount is payable within 30 days of the invoice date unless otherwise agreed in writing. A 2% discount on the net product value is granted for payment within 10 days.

Payments can only be made validly to us or to a bank account designated by us. Checks, bills of exchange, and similar instruments are accepted only in lieu of payment. In the case of bill of exchange payments, all costs arising from endorsement and collection shall be borne by the acceptor or endorser. Our claim is only considered settled upon honoring of the instrument.

Payments to representatives or agents are only valid if the representative or agent is in possession of a special collection authorization. The burden of proof for the legal validity of payments to representatives or agents lies with the customer.

In the event of non-compliance with the agreed payment terms, any remaining claim shall become due immediately in full. Default interest shall be charged at 2% p.a. above the discount rate of the Deutsche Bundesbank, plus applicable VAT.

Further deliveries, including time-bound ones, may be withheld in the event of payment default until the overdue amount is paid.

Set-off against any counterclaims disputed by us is not permitted. In the event of defect complaints, the buyer may only withhold payments to an extent that is in reasonable proportion to the defects that have occurred.

7. Creditworthiness

If, after acceptance of the order, there are justified doubts about the solvency or creditworthiness of the orderer, we are entitled either to demand cash payment or advance payment, or to withdraw from the contract and demand reimbursement of our expenses from the orderer.

8. Retention of Title

The goods remain our property until full payment of all our claims, regardless of the legal basis, including claims arising later or in the future from the business relationship with the buyer; furthermore, until all checks and bills of exchange given in payment have been honored, even if the purchase price for specifically designated claims has been paid.

In the case of a current account, the retained title serves as security for our balance claim. We are entitled to demand the return of the goods delivered by us to us, or for safekeeping at a location designated by us, as soon as the conditions for default are met.

If payment owed to us is not made within two weeks of the return, we are entitled to dispose of the goods privately at best price and to satisfy our claims from the proceeds.

9. Extended Retention of Title

Processing or transformation of the reserved goods is carried out on our behalf, free of charge and without any obligation on our part, such that we are to be regarded as the manufacturer pursuant to Section 950 BGB (German Civil Code) and thus retain ownership of the products at all times and stages of processing.

If the buyer processes reserved goods with other goods not belonging to us, we shall acquire co-ownership of the new item in proportion to the invoice value of the reserved goods to the other processed goods at the time of processing.

If our goods are combined with other movable objects to form a single item and the other item is to be regarded as the principal item, it is agreed that the buyer transfers proportional co-ownership to us insofar as the principal item belongs to them.

10. Claims Against Third Parties

Items to which we have ownership or co-ownership under the preceding conditions are hereinafter referred to as reserved goods.

The claims of the buyer from resale of the reserved goods are hereby assigned to us to secure all claims to which we are entitled from the business relationship, regardless of whether the reserved goods are resold without or after processing and whether to one or several buyers.

The buyer is only entitled and authorized to resell the reserved goods under a purchase, work, work supply, or similar contract if the claim from the resale passes to us. The buyer is not entitled to any other dispositions of the reserved goods.

If the value of the security existing for us exceeds our total claims by more than 20%, we are obligated, at the request of the buyer or a third party adversely affected by the over-collateralization, to release security of our choice to that extent.

In the event of third-party seizure of the reserved goods, the buyer shall draw attention to our ownership, notify us immediately, and send us all documents necessary for the assertion of our rights. In the event of loss or damage to items under our retention of title, any claims for compensation against third parties or from insurance contracts are deemed assigned to us as security.

11. Product Properties

Information on product properties and application is based on our experience and the technical data of our suppliers. They do not relieve the buyer of application-related suitability testing. Product liability claims are excluded in any case. Product and sales program changes due to further development are reserved.

12. Defect Complaints

The buyer shall inspect the received goods immediately upon arrival for defects and warranted properties. If the buyer wishes to raise a defect complaint, the complaint for obvious defects is only admissible within one week; the date of delivery and the date of receipt of the complaint letter are decisive for the calculation of the period.

To prove the legitimacy of the complaint, it is necessary that the complained goods are in the original condition of delivery. In the case of justified complaints, at our discretion, only repair of defective goods, replacement delivery, or credit note shall be provided.

The buyer shall grant us the time and opportunity reasonably required for defect rectification; otherwise, the warranty shall lapse. For returns of goods, our written consent must be obtained in every case.

13. Rescission, Reduction, Withdrawal from Contract

Claims for rescission, reduction, damages for non-performance, or withdrawal from the contract are excluded. In particular, any claims from positive breach of contract are also excluded. The buyer waives compensation for direct or indirect damages that may result from the delivery of defective goods.

In the case of resale of our products, direct liability to the buyer is excluded. The buyer undertakes to agree on a corresponding exclusion of liability with the purchaser. If they fail to do so, they shall indemnify us against claims by third parties.

An exceeded delivery period only entitles withdrawal from the contract if a grace period of one month has expired without result. Only if the seller intentionally fails to meet a bindingly agreed delivery period does a claim for damages due to delay exist. If a claim for damages exists from a contract, it is limited in amount to the value of the purchased goods.

14. Jurisdiction

The place of jurisdiction for all disputes is agreed as the District Court of Remscheid (Amtsgericht Remscheid), regardless of the amount in dispute. This jurisdiction agreement also applies to proceedings involving bills of exchange, checks, or documents.