§1 Scope of application

These terms and conditions apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB (German Civil Code). We will only recognize customer terms and conditions that conflict with or deviate from our terms and conditions if we expressly accept their validity in writing.

These conditions of sale also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature (as a precaution, the conditions of sale should in any case be attached to the order confirmation).

Individual agreements made with the purchaser in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

§2 Offer and conclusion of contract

If an order is to be regarded as an offer in accordance with § 145 BGB, we may accept it within two weeks.

§3 Documents supplied

We reserve all proprietary rights and copyrights to all documents provided to the customer in connection with the placing of the order - including in electronic form - such as calculations, drawings, etc. These documents must not be made available to third parties. These documents must not be made available to third parties, unless we give the customer our express written consent. If we do not accept the customer's offer within the period specified in § 2, these documents must be returned to us immediately.

§4 Prices and payment

Unless otherwise agreed in writing, our prices are ex works, exclusive of packaging, and include value-added tax at the current rate. Packaging costs will be invoiced separately.

Payment of the purchase price must be made exclusively to the account shown overleaf. The deduction of a discount is only permitted if a special written agreement has been made.

Unless otherwise agreed, the purchase price must be paid within 10 days of placing the order. We reserve the right to claim higher damages caused by delay.

If no fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in labor, material and distribution costs for deliveries which take place 3 months or more after conclusion of the contract.

§5 Rights of retention

The customer may only exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§6 Delivery period

The commencement of the delivery period specified by us is subject to the timely and correct fulfilment of the customer's obligations. We reserve the right to invoke the defence of non-performance of the contract.

If the customer is in default of acceptance or culpably breaches other obligations to cooperate, we are entitled to demand compensation for the damage we have suffered in this respect, including additional expenses. We reserve the right to make further claims. If the aforementioned conditions apply, the risk of accidental loss or deterioration of the object of purchase is transferred to the customer at the time of the customer's default in acceptance or delay of the debtor.

Other legal rights and claims of the customer in the event of late delivery remain unaffected.

§7 Transfer of risk on dispatch

If goods are dispatched to the customer at the latter's request, the risk of accidental loss or deterioration of the goods is transferred to the customer upon dispatch to the customer, at the latest on leaving the factory/warehouse. This applies irrespective of whether the goods are dispatched from the place of fulfilment or who bears the transport costs.

§8 Reservation of title

We reserve the right of ownership of the delivered item until all claims arising from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly state this. We are entitled to take back the purchased item if the customer acts in breach of contract.

As long as ownership has not yet passed to the customer, the latter is obliged to treat the object of purchase with care. In particular, he is obliged to insure it sufficiently at his own expense against theft, fire and water damage at replacement value (note: only permissible in the case of the sale of high-quality goods). If maintenance and inspection work is required, the purchaser must carry this out in good time and at his own expense. As long as ownership has not yet been transferred, the purchaser must inform us immediately in writing if the delivered item is seized or exposed to further intervention by third parties. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a legal action in accordance with § 771 ZPO (German Code of Civil Procedure), the purchaser shall be liable for the loss suffered by us.

§9 Warranty and notification of defects as well as recourse/recourse to the manufacturer

The customer's warranty claims presuppose that he has properly fulfilled his obligations to inspect the goods and lodge a complaint in accordance with § 377 HGB (German Commercial Code).

Claims for defects become statute-barred 12 months after delivery of the goods supplied by us to our customer. The statutory limitation period applies to claims for damages in cases of intent and gross negligence as well as in cases of injury to life, body and health which are based on an intentional or negligent breach of duty by the user. (Note: in the case of the sale of used goods, the warranty period may be completely excluded, with the exception of the claims for damages mentioned in sentence 2).

Insofar as the law according to § 438 para. 1 No. 2 BGB (buildings and building components), § 445 b BGB (right of recourse) and § 634a para. 1 BGB (construction defects) prescribes longer periods, these periods shall apply. Our agreement must be obtained prior to any return of goods.

If, despite all due care, the delivered goods show a defect which was already present at the time of transfer of risk, we will repair the goods or deliver replacement goods, at our option, subject to timely notification of defects. We must always have the option of subsequent performance within a reasonable period of time. Rights of recourse remain unaffected by the above provision.

If subsequent performance fails, the customer may - without prejudice to claims for damages - withdraw from the contract or reduce the remuneration.

Claims for damages due to defects do not exist in the case of insignificant deviations from the agreed quality, insignificant impairments in suitability for use, natural wear and tear or wear and tear, as well as in the case of damage occurring after the transfer of risk as a result of incorrect or negligent handling, overloading, unsuitable equipment, faulty construction work, unsuitable building site or special external influences not provided for in the contract. If repairs or modifications are carried out by the customer or third parties which are not in accordance with the contract, there is no claim for defects in respect of such work and its consequences.

The customer's claims for expenses incurred for subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by us have been subsequently transferred to a location other than the customer's branch, unless this transfer corresponds to their intended use.

The customer's rights of recourse against us exist only insofar as the customer has not entered into any agreements with his customer beyond the statutory claims for defects. Furthermore, paragraph 6 applies accordingly to the extent of the customer's right of recourse against the supplier.

§10 Miscellaneous

This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The place of performance and exclusive jurisdiction for all disputes arising from this contract is our registered office, unless otherwise specified in the order confirmation (Note: the use of this clause is not permitted if at least one of the parties is a company not entered in the commercial register).

All agreements made between the parties for the purpose of executing this contract are set down in writing in this contract.