Terms and Conditions

General Terms and Conditions of Sale and Delivery

§ 1 – General provisions – Scope of application

1. Our terms and conditions of sale apply exclusively; we do not recognise any terms and conditions of the purchaser 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 we carry out the delivery to the purchaser without reservation, despite being aware of terms and conditions of the purchaser that conflict with or deviate from our terms and conditions of sale.
2. All agreements made between us and the customer for the purpose of executing this contract are set out in writing in this contract.
3. Our terms and conditions of sale apply only to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).

§ 2 – Offer – Offer documents

1. If the order qualifies as an offer in accordance with § 145 BGB (German Civil Code), we may accept it by sending an order confirmation within 2 weeks.
2. The packaging sizes and minimum purchase quantities described in our price lists/catalogues are binding.
3. We reserve ownership rights and copyrights to illustrations, drawings and other documents. The customer requires our express written consent before passing them on to third parties.
4. We are not obliged to check the correctness and/or legal conformity of the purchaser’s specifications and/or requirements; the purchaser alone is responsible for this information. This applies in particular to liability for any infringement of industrial property rights.
5. The customer guarantees that the execution of the order does not involve any infringement of property rights by products provided, drawings or samples from the customer or third parties, shall conduct any defence proceedings at its own expense and shall reimburse us for any associated expenses.
6. Drawings, drafts and contributions to discussions created as part of consulting services provided during contract negotiations are non-binding. The customer may not assert any claims of any kind against us or our employees based on such documents or services, unless we have acted with intent or gross negligence.
7. We charge for requested samples based on the time and effort involved.

§ 3 – Prices – Terms of payment

1. Unless otherwise stated in the order confirmation, our prices are ‘ex works’.
2. Statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the date of invoicing.
3. Unless otherwise stated in the order confirmation, the purchase price is payable net (without deduction) within 30 days of the invoice date.
4. In the case of products modified or marked according to the customer’s individual specifications, we reserve the right to demand advance payment from the customer.
5. The statutory provisions regarding the consequences of late payment shall apply.
6. The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. In addition, he shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 4 – Delivery time

1. The start of the delivery period specified by us is subject to the clarification of all technical and commercial questions.
2. Compliance with our delivery obligation is also subject to the timely and proper fulfilment of the purchaser’s obligations. We reserve the right to plead non-performance of the contract.
3. If the customer is in default of acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims.
4. If the conditions of paragraph 3 are met, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer is in default of acceptance or payment.
5. We shall be liable in accordance with the statutory provisions if the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that its interest in the further performance of the contract has ceased to exist.
6. Furthermore, we shall be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents is attributable to us. Unless the delivery contract is based on an intentional breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
7. We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is due to a culpable breach of a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
8. In all other respects, in the event of a delay in delivery, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 3% of the delivery value, but not exceeding 15% of the delivery value.
9. Further legal claims and rights of the customer remain reserved.

§ 5 – Transfer of risk – Packaging costs

1. Unless otherwise stated in the order confirmation, delivery is agreed to be ‘ex works’.
2. Transport packaging and all other packaging in accordance with the packaging regulations will not be taken back. The customer is obliged to dispose of the packaging at their own expense.
3. If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.

§ 6 – Liability for defects

1. Claims for defects by the customer presuppose that the customer has duly fulfilled its obligations to inspect and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
2. If the purchased item is defective, the customer is entitled to subsequent performance in the form of delivery of a new item free of defects. In this case, we shall be obliged to bear all expenses necessary for the purpose of subsequent performance, provided that these are not increased by the fact that the purchased item has been taken to a place other than the place of performance.
3. If the subsequent performance fails, the customer shall be entitled, at its discretion, to demand withdrawal or reduction.
4. We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
5. We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in this case, however, our liability for damages shall be limited to the foreseeable, typically occurring damage.
6. Insofar as the customer is entitled to compensation for damage instead of performance, our liability is also limited to compensation for foreseeable, typically occurring damage within the scope of paragraph 4.
7. Liability for culpable injury to life, limb or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
8. Unless otherwise specified above, liability is excluded.
9. The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
10. The limitation period in the case of delivery recourse according to Sections 478, 479 of the British Civil Code remains unaffected; it is five years, calculated from the delivery of the defective item.

§ 7 – Total liability

1. Any further liability for damages beyond that provided for in § 6 is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with § 823 BGB.
2. Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

§ 8 – Retention of title

1. We reserve title to the purchased item until all payments under the delivery contract have been received. If the customer acts in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. Our taking back of the purchased item shall not constitute a withdrawal from the contract unless we have expressly declared this in writing. The seizure of the purchased item by us shall always constitute a withdrawal from the contract. After taking back the purchased item, we shall be entitled to sell it; the proceeds of the sale shall be offset against the customer’s liabilities, less reasonable selling costs.
2. The customer is obliged to treat the purchased item with care until full payment has been made; in particular, he is obliged to insure it adequately against damage and theft.
3. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 ZPO (German Code of Civil Procedure). If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.
4. The purchaser is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) of our claim, which accrue to him from the resale against his customers or third parties. The purchaser remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of bankruptcy, composition or insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we may demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment.
5. The processing or transformation of the purchased item by the customer shall always be carried out on our behalf. If the purchased item is processed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. The same shall apply to the item created by processing as to the purchased item delivered under reservation.
6. We undertake to release the securities to which we are entitled at the request of the customer insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be at our discretion.

§ 9 – Place of jurisdiction – Place of performance

1. If the customer is a merchant, our place of business shall be the place of jurisdiction; however, we shall also be entitled to sue the customer at their place of residence.
2. The law of the Federal Republic of Germany shall apply; the validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
3. Unless otherwise stated in the order confirmation, our place of business shall be the place of performance.