General Terms and Conditions of Sale (GTC)

Legal notice: Only the German language version of these General Terms and Conditions of Sale is legally binding. Translations into other languages are provided for information purposes only.

Section 1 General provisions, scope

(1) These General Terms and Conditions of Sale (GTC) apply to all business relationships with our customers (hereinafter: “Buyer”). These GTC apply only if the Buyer is an entrepreneur (Section 14 German Civil Code), a legal entity under public law, or a special fund under public law.

(2) These GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also: “Goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers. In their current version, these GTC also apply as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same Buyer, without requiring us to refer to them again in each individual case.

(3) Our GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer become part of the contract only if and to the extent that we have expressly agreed to their validity in writing.

(4) Individually negotiated agreements with the Buyer in individual cases (including side agreements, supplements and amendments) always take precedence over these GTC. A written contract or our written confirmation is decisive for the content of such agreements.

(5) Legally relevant declarations and notices by the Buyer after conclusion of the contract (e.g., setting deadlines, notices of defects, declarations of withdrawal or reduction) must be made in text form to be effective.

(6) References to statutory provisions are for clarification only. Even without such clarification, statutory provisions apply unless directly amended or expressly excluded in these GTC.

Section 2 Conclusion of contract

(1) Our offers are subject to change and non-binding. This also applies if we have provided the Buyer with catalogues, technical documentation, product descriptions or documents, including in electronic form, to which we retain ownership and copyright rights.

(2) The Buyer’s order of the Goods is deemed a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this offer within 4 weeks of receipt.

(3) Acceptance may be declared either in writing (e.g., by order confirmation) or by delivery of the Goods to the Buyer.

Section 3 Delivery period and delay in delivery

(1) The delivery period is agreed individually or stated by us upon acceptance of the order. Unless expressly agreed otherwise in writing, delivery periods are non-binding. We endeavor to comply with deadlines but are not liable for delays caused by unforeseeable events outside our control.

(2) We are not liable for impossibility of delivery or delays in delivery if caused by force majeure or other unforeseeable events at the time of contract conclusion (e.g., war, operational disruptions, shortages of materials/energy, transport delays, strikes, lawful lockouts, shortages of labor, lack of official permits, official measures, delayed or incorrect supplier deliveries, fire damage, extreme weather conditions) for which we are not responsible.

(3) Liability for delay in delivery follows statutory provisions under the conditions below. We are not liable for loss of profit, business interruption damage, or other indirect damage. Damages for delay are limited to 0.3% per full week of delay, up to a maximum of 3% of the order value, unless mandatory liability applies.

(4) Partial deliveries are permitted if reasonable for the Buyer. Production-related over- or under-deliveries within a tolerance range of +/- 10% are permissible and constitute proper contract performance. Payment is based on the quantity actually delivered.

Section 4 Delivery, transfer of risk, acceptance, default of acceptance

(1) Delivery is ex warehouse, which is also the place of performance. At the Buyer’s request, the Goods are shipped to another destination. Unless otherwise agreed, we are entitled to determine the type of shipment.

(2) Risk of accidental loss and accidental deterioration of the Goods passes to the Buyer no later than upon handover. In case of shipment, risk passes upon handover to the carrier.

(3) If the Buyer is in default of acceptance or delays our delivery for reasons attributable to the Buyer, we are entitled to claim damages including additional expenses (e.g., storage costs).

(4) Return of transport packaging (German Packaging Act): The Buyer assumes the obligation to take back and recycle transport packaging from the place of handover at their own responsibility and expense, to the extent legally permissible.

Section 5 Prices and terms of payment

(1) Prices apply to the scope of services and deliveries listed in order confirmations. Additional services are charged separately. Prices are in EUR ex works plus packaging, statutory VAT, customs duties for export deliveries, and public charges.

(2) The purchase price is due within 14 days from invoicing and delivery or acceptance of the Goods. We reserve the right to require advance payment in individual cases.

(3) Upon expiry of the payment period, the Buyer is in default. Default interest applies at the statutory rate.

(4) Rights of set-off or retention are available to the Buyer only if claims are legally established or undisputed.

(5) If after contract conclusion it becomes apparent that our claim to the purchase price is jeopardized by the Buyer’s inability to perform, we are entitled to refuse performance and, if necessary after setting a deadline, withdraw from the contract.

Section 6 Retention of title

(1) Until full payment of all present and future claims arising from the purchase contract and ongoing business relationship, the sold Goods remain our property.

(2) In the event of breach of contract by the Buyer, especially non-payment, we are entitled to reclaim the Goods, subject to applicable law.

(3) Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment.

(4) The Buyer may resell and/or process Goods subject to retention of title in the ordinary course of business. Claims arising from resale are assigned to us as security.

Section 7 Warranty claims of the Buyer

(1) Statutory provisions apply to the Buyer’s rights in case of material defects and defects of title unless otherwise provided below.

(2) Defect claims require compliance with statutory duties of inspection and notification.

(3) In case of defects, we are initially entitled to choose between remedying the defect and delivering defect-free Goods (subsequent performance).

(4) No defect claims exist in case of insignificant deviations from agreed quality, insignificant impairment of usability, natural wear, improper handling, or unsuitable use.

(5) Defect claims generally become time-barred one year after delivery, unless mandatory statutory limitation periods apply.

(6) We may make subsequent performance conditional upon payment of the due purchase price; the Buyer may retain a reasonable part corresponding to the defect.

Section 8 Other liability

(1) Unless otherwise provided in these GTC, we are liable under statutory provisions for breaches of contractual and non-contractual obligations.

(2) We are liable for damages in cases of intent and gross negligence. In cases of simple negligence, we are liable only in legally defined cases, in particular for injury to life, body or health and for breach of essential contractual obligations.

(3) Liability limitations do not apply where we have fraudulently concealed a defect or assumed a guarantee, or in cases under product liability law.

(4) Where our liability is limited, this also applies to personal liability of our employees, agents and representatives.

Section 9 Limitation period

(1) Defect claims are subject to statutory commencement rules for limitation periods.

Section 10 Applicable law and jurisdiction

(1) These GTC and all legal relationships between us and the Buyer are governed by the law of the Federal Republic of Germany, excluding international conflict rules and the UN Convention on Contracts for the International Sale of Goods (CISG), unless mandatory law provides otherwise.

(2) If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office in Delmenhorst, Germany. We are also entitled to bring an action at the Buyer’s general place of jurisdiction.