These General Terms and Conditions ("GTC") apply to all – including future – contracts with businesses (§14 BGB), legal entities under public law, and special funds under public law ("Buyer") regarding the sale and/or delivery of movable goods, offers, orders, and other services, including work and construction contracts, as well as pre-contractual legal relationships.
Our deliveries and services are exclusively based on the following terms; conflicting or deviating terms of the Buyer are not recognized unless we have expressly agreed to their validity.
Our terms and conditions of sale and delivery also apply to all future transactions with the Buyer.
Our offers are non-binding. We may accept Buyer’s orders within 14 days. Orders become binding for us only upon our written order confirmation.
Unless otherwise stated in the order confirmation, our prices are "ex works," excluding packaging.
Unless otherwise stated in the order confirmation, the purchase price (without deduction) is due for payment within 14 days from the invoice date. The statutory provisions regarding the consequences of payment default apply.
If, due to circumstances occurring after the contract conclusion, a significant deterioration in assets arises that endangers our payment claim, we are entitled to declare it due – even irrespective of the maturity of payment-related bills of exchange. If the Buyer falls into arrears, we are entitled to prohibit further processing of the delivered goods or to demand their return as a security. This security measure does not constitute a withdrawal from the contract. The Buyer can avert these legal consequences by providing security equal to our endangered payment claim.
The Buyer may not offset claims or assert a right of retention unless the counterclaims are legally established in the Buyer’s favor.
Deviations in dimensions or quality are permissible within the framework of DIN standards or by special agreement, and weight deviations within customary commercial ranges (+/- 10%).
Weights are determined on our calibrated scales and are decisive for invoicing. The weight verification is provided by presenting the weighing protocol or photographic evidence.
The technical specifications, images, drawings, dimension and weight details provided on the Internet, in brochures, offers, and other printed materials serve only as product descriptions and are non-binding average values. They do not constitute a guarantee of characteristics or durability unless explicitly designated as such.
We are entitled to make partial deliveries to a reasonable extent.
Delivery periods begin on the date of our order confirmation, but not before all details of the order have been fully clarified; the same applies to delivery deadlines.
If the Buyer fails to fulfill contractual obligations – including cooperation and ancillary obligations such as opening a letter of credit, providing domestic or foreign certificates, making an advance payment, or similar actions – in a timely manner, we are entitled to extend our delivery periods and deadlines as necessary according to our procurement process, without prejudice to our rights due to the Buyer's default.
The timing of dispatch from our warehouse determines compliance with delivery periods and deadlines. If the goods cannot be dispatched on time through no fault of our own, delivery periods and deadlines shall be considered met upon notification of shipping readiness.
In cases of force majeure, the contractual obligations of both parties are suspended, and the deadlines and periods for fulfilling contractual obligations are adjusted accordingly. Cases of force majeure include labor disputes within our company or at our suppliers, transport delays, machine breakdowns, governmental actions, and other circumstances beyond the control of either party. The occurrence of force majeure must be reported to the other contracting party without delay. Both parties are entitled to withdraw from the contract no earlier than six weeks after receiving such notification.
If delivery deadlines are not met, the Buyer is entitled to the rights outlined in §§ 281, 323 BGB only after setting us a reasonable deadline for delivery, which – deviating from §§ 281, 323 BGB – must include a statement that acceptance of performance will be refused after the deadline expires. After the unsuccessful expiration of this deadline, the claim for performance is excluded. The Buyer’s right to withdraw from the contract generally applies only to the unfulfilled portion of the contract. However, if partial deliveries already made are unusable to the Buyer without the remaining delivery, the Buyer is entitled to withdraw from the entire contract.
If the Buyer is in default of acceptance or otherwise breaches cooperation obligations, we are entitled to claim damages, including additional expenses incurred. In the event of default in acceptance, statutory regulations apply.
The selection of transport routes and means, as well as the choice of freight forwarder or carrier, is determined by us in the absence of specific instructions.
If the loading or transportation of the goods is delayed for reasons attributable to the Buyer, we are entitled to store the goods at the Buyer's cost and risk at our reasonable discretion, take all measures deemed necessary to preserve the goods, and invoice the goods as delivered. The same applies if goods reported as ready for dispatch are not called off within five days. If the goods or parts thereof are ready for dispatch and acceptance or shipment is delayed for reasons beyond our control, the risk passes to the Buyer upon receipt of the dispatch readiness notification. Statutory provisions regarding acceptance default remain unaffected.
The shipment of goods takes place in customary commercial packaging appropriate for the product unless otherwise specified by the Buyer.
In the event of transport damage, the Buyer must immediately arrange for a damage report upon receipt of the goods and notify the Seller of the damage within three days.
If requested by the Buyer, shipments can be covered by transport insurance. The resulting costs shall be borne by the Buyer.
When picking up goods that are not intended for the territory of the Federal Republic of Germany, the Buyer or their representative must provide all necessary export documents to us.
The risk passes to the Buyer upon delivery of the goods to the freight forwarder or carrier, at the latest when the goods leave the factory or warehouse.
Annual and call-off orders obligate the Buyer to accept the total quantity specified in the annual or call-off order.
If no specific call-off dates are agreed upon in an annual or call-off order, the total quantity must be requested in six partial quantities, each at an interval of two months.
If the Buyer fails to adhere to the agreed call-off dates, we are entitled, after four weeks’ written notice indicating the consequences of non-compliance, to deliver and invoice the entire quantity. Our rights arising from the Buyer's default remain unaffected.
The goods are deemed to be in conformity with the contract if, at the time of the transfer of risk, they do not deviate from the agreed specification or only deviate insignificantly. Conformity and freedom from defects of our goods are determined exclusively based on the express agreements regarding the quality and quantity of the ordered goods. Liability for a specific intended use or suitability is only assumed if expressly agreed upon; otherwise, the risk of suitability and use lies solely with the Buyer. We are not liable for deterioration, loss, or improper handling of the goods after the transfer of risk.
The content of the agreed specification and any expressly agreed intended use do not constitute a guarantee; the assumption of a guarantee requires a written agreement.
The Buyer must inspect the received goods immediately upon receipt. Claims for defects exist only if defects are reported immediately, at the latest on the sixth day after their discovery. Once an agreed acceptance inspection has been carried out, the reporting of defects that could have been detected during this inspection is excluded.
In case of complaints, the Buyer must immediately give us the opportunity to inspect the defective goods. Upon request, the Buyer must provide us with the defective goods or a sample thereof at our expense. In the case of unjustified complaints, we reserve the right to charge the Buyer for freight, handling costs, and inspection expenses.
For goods sold as downgraded material, the Buyer has no claims for defects regarding the stated defects and those that can usually be expected.
If a material defect exists, we will, at our discretion – taking into account the interests of the Buyer – provide subsequent performance either by replacement delivery or by rectification. If the subsequent performance is not successfully carried out by us within a reasonable period, the Buyer may set us a reasonable deadline for subsequent performance. After the unsuccessful expiry of this deadline, the Buyer may either reduce the purchase price or withdraw from the contract. Further claims do not exist. §8 remains unaffected.
If a legal defect exists, we have the right to subsequent performance by remedying the legal defect within two weeks of receipt of the goods. Otherwise, Section 6, Sentence 2 applies accordingly.
The limitation period for claims due to defective delivery ends – except in the case of intent – one year after delivery. The statutory limitation periods for goods that are used for a building in accordance with their usual use and have caused its defectiveness remain unaffected. Subsequent improvements or replacement deliveries do not restart the limitation period.
The Buyer’s rights of recourse against us under §478 BGB are limited to the statutory scope of third-party claims for defects asserted against the Buyer and require that the Buyer has fulfilled their obligation to give notice of defects in accordance with §377 HGB.
We are liable in accordance with statutory provisions if the Buyer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. If we are not accused of intentional breach of contract, liability for damages is limited to foreseeable damage that typically occurs.
We are also liable in accordance with statutory provisions if we culpably breach a material contractual obligation; in this case, however, liability for damages is limited to foreseeable damage that typically occurs.
Unless otherwise stipulated above, liability is excluded.
The limitation period for defect claims is 12 months from the transfer of risk. The statutory limitation period in the event of recourse under §§ 478, 479 BGB remains unaffected.
Any further liability for damages beyond what is stated in paragraph (a) above is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from breaches of duty at the time of contract conclusion, due to other breaches of duty, or due to tort claims for compensation for material damage pursuant to § 823 BGB.
The limitation set out in paragraph (b)(1) also applies insofar as the Buyer demands reimbursement of futile expenses instead of claiming damages in lieu of performance.
To the extent that liability for damages against us is excluded or limited, this also applies to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.
The goods remain our property until full payment of all claims arising from the business relationship, including ancillary claims, compensation claims, and the redemption of checks and bills of exchange.
The retention of title also remains in effect if individual claims are included in a running account and the balance has been drawn and acknowledged.
If goods subject to retention of title are processed by the Buyer into a new movable item, such processing is carried out on our behalf without any obligation on our part. The new item becomes our property. In the event of processing, mixing, or combining with goods not belonging to us, we acquire co-ownership of the new item in proportion to the invoice value of our goods subject to retention of title relative to the total value.
The Buyer is only entitled to further process or incorporate the goods subject to retention of title under the following conditions and only with the understanding that the claims under clause 6 are effectively transferred to us.
The Buyer's authority to sell, process, or incorporate goods subject to retention of title in the ordinary course of business ends with our revocation due to a significant deterioration in the Buyer's financial situation, at the latest upon cessation of payments or the filing or opening of insolvency proceedings over their assets.
The Buyer hereby assigns to us all claims arising from the resale of the goods subject to retention of title, including any balance claims, along with all ancillary rights. If the goods have been processed, mixed, or combined, and we have acquired co-ownership in the amount of our invoice value, we are entitled to a portion of the purchase price claim corresponding to our ownership share in the goods. If goods subject to retention of title are incorporated into real estate or buildings, the Buyer hereby assigns to us the resulting claims for compensation or resale proceeds of the real estate/building in the amount of the invoice value of the goods subject to retention of title, including all ancillary rights such as a security mortgage with priority over the remaining claims. If the Buyer sells the claim within the framework of genuine factoring, our claim becomes immediately due, and the Buyer assigns to us the substitute claim against the factor and immediately forwards the sales proceeds to us. We accept this assignment.
The Buyer is authorized to collect the assigned claims as long as they fulfill their payment obligations. The collection authorization expires upon revocation, at the latest in the event of payment default or significant deterioration in the Buyer's financial condition. In this case, the Buyer authorizes us to inform their customers of the assignment and to collect the claims ourselves. Upon request, the Buyer must provide a detailed list of the claims assigned to us, including customer names and addresses, the amount of each claim, invoice dates, etc., and must provide all necessary information and allow verification of this information.
If the value of the securities available to us exceeds our total claims by more than 10%, we are obligated to release securities of our choice upon request by the Buyer or a third party affected by our over-securitization.
The pledging or transfer of ownership of the goods subject to retention of title or the assigned claims as security is not permitted. In the event of seizures, we must be notified immediately, including details of the garnishee.
If we repossess the goods due to retention of title, this does not constitute a withdrawal from the contract unless explicitly stated. We may satisfy our claims from the repossessed goods through a private sale.
The Buyer stores the goods subject to retention of title for us free of charge. They must insure them against common risks such as fire, theft, and water damage to the usual extent. The Buyer hereby assigns to us any compensation claims arising from damages of the aforementioned types against insurance companies or other liable parties up to the invoice value of the goods. We accept this assignment.
All claims and rights from the retention of title in all its stipulated forms remain in effect until full discharge of all contingent liabilities that we have entered into in the interest of the Buyer.
The place of performance and jurisdiction for both contracting parties is the Seller's registered office. However, we are also entitled, at our discretion, to choose the jurisdiction at the Buyer’s place of business. The above provisions also apply to cross-border transactions.
All legal relationships between us and the Buyer shall be governed by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The contract language is agreed to be German.
The legal invalidity of individual provisions of these terms and the other contractual conditions shall not affect the validity of the remaining provisions.
Last updated: 09/2024
