Terms & Conditions

I. General introduction and scope of application

All our deliveries, products, services and quotations are based exclusively on these General Terms of Sale (GTS). They form part of all contracts concluded by us with our contractual partners (hereinafter: “Buyer”) concerning the deliveries and services offered by us. They also apply to all future deliveries and services to the Buyer even if they are not agreed separately and without the need for us to draw attention to them from separately in each case.
The GTS are only applicable towards enterprises as defined in the German Civil Code (BGB), section 14, or if the Buyer is a public-law entity.
Our GTS shall be the only applicable provisions. We do not accept any divergent, conflicting or supplemntary general terms and conditions (GTCs) specified by the Buyer or a third party, and we hereby contest their application. Such GTCs shall not be applicable even if we have not specially objected to their application in a specific instance. Any GTCs specified by the Buyer or a third party shall only be applicable and thus part of this contract if we have expressly agreed to their application in writing. Our GTS shall be applicable in all cases, including cases where we deliver to the Buyer without reservation, or despite being aware of the Buyer’s conflicting GTCs or aware of GTCs that deviate from our GTS or where we refer to a letter containing or referring to GTCs specified by the Buyer or by a third party.
Any individual agreements made with the Buyer on specific occasions (including ancillary, supplementary or amended agreements) shall take priority over these GTS in all cases. Such agreements shall be subject to their content being confirmed by us through a written contract or our written confirmation.
Any references to the applicability of statutory provisions merely serve the purpose of clarification. Even without such clarification, statutory provisions shall be applicable, unless they have been directly modified or expressly excluded in these GTS.

II. Conclusion of contract

Our quotations are conditional and subject to change unless expressly specified as binding or unless they contain a specific period of acceptance. This also applies if we have provided the Buyer with catalogues, documentation, product descriptions or documents – including those in electronic form – to which we reserve ownership rights and copyrights.
A purchase order placed by the Buyer for goods shall constitute a binding contractual offer unless otherwise specified in the purchase order or in other agreements. We are entitled to accept the purchase order within two calendar weeks of its receipt by us. We are not obliged to accept purchase orders from the Buyer.
Acceptance of an order can be declared either in writing (e.g. through order acknowledgement) or by virtue of delivery of the goods to the Buyer. We reserve the right to make changes that have no impact on usability, e.g. the packaging; such modifications do not constitute deviations from the purchase order.

III. Delivery period and delays

The delivery period shall be agreed individually. Where no delivery period has been agreed, the delivery period shall be two calendar weeks from the conclusion of the contract. If shipment has been agreed, delivery dates and periods refer to the date of handover to the carrier, the forwarding company or any other third party instructed to conduct shipment.
We shall not be held liable in cases where delivery is impossible or where a delivery is delayed by force majeure or by some events which were unforeseeable at the time of concluding the contract and which are not within our responsibility (e.g. business interruptions of all kinds, difficulties in procuring materials or energy, transport delays, strike action, legitimate lockouts, missing or late or incorrect deliveries by the subcontractor if we have concluded a congruent hedging transaction). We are entitled to cancel the contract if such events substantially aggravate delivery or if they make delivery impossible and if, furthermore, such an impediment is not just of a temporary nature.
If impediments are temporary, the delivery period(s) shall be postponed by the amount of time taken by the aforementioned event or its effects. If it is unreasonable for the Buyer to accept delivery due to the delay, then it may cancel the contract by immediately issuing a written statement towards us.
This provision shall not affect application of our statutory cancellation rights or of statutory regulations concerning the handling of a contract under an exclusion of the obligation to perform (e.g. if performance and/or remedial action is/are impossible or unreasonable). Neither shall this provision affect the Buyer’s cancellation rights specified in clause IX of these GTS.

IV. Delivery, transfer of risk, delay in acceptance

Delivery shall be ex factory, which shall also be the place of performance unless otherwise agreed.) At the buyer's request, the goods shall be dispatched to a different place of destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the type of shipment (in particular, the transport company, shipping method and packaging). The Buyer is responsible for unloading shipments from the delivery vehicles at their destination.
The risk of accidental loss of the goods and the risk of delay shall pass to the Buyer at the latest when the goods are handed over to the Buyer;, in the case of a sale by delivery to a place other than the place of performance, when the goods are handed over t to the carrier, the forwarding company or any other third party instructed to conduct shipment to the Buyer.. If dispatch or handover is delayed due to circumstances within the Buyer’s responsibility, then the risk shall be transferred to the Buyer at the time when the goods are ready for shipment and when the Buyer has been notified by us accordingly.

V. Prices and terms of payment

Unless otherwise agreed in individual cases, the applicable prices shall be the ones in force at the time of concluding the relevant contract. All prices are net, in EUROs, ex factory, plus packaging, German VAT at the prevailing rate and – in the case of export shipments – custom duties and any other fees and other public charges.
In case of a sale by delivery to a place other than the place of performance (clause IV subclause 1) the Buyer shall bear the transport costs ex works and the costs of any transport insurance requested by the buyer Any customs duties, fees, taxes and other public charges shall be borne by the buyer.
We do not take back transport packaging and all other packaging in accordance with the German Packaging Act; they become the property of the purchaser; pallets are excluded.
If the goods are packed on pallets, the buyer shall be responsible for ensuring that the Supplier receives the same number of pallets from him in the corresponding type and quality, in the case of Euro pallets in accordance with GS1 A/B, but at least GS1 C. If the buyer has not returned the pallets or has not returned them in full within four weeks of delivery to the supplier, the supplier may demand compensation for each pallet not returned in the amount of the replacement value.
The purchase price is due and payable within 14 days from invoicing and delivery of the goods, unless otherwise agreed . At the end of the above payment period, the buyer is in default of payment. unless otherwise agreed. The official date of payment shall be the date on which an amount is received by us. Cheques shall not be considered settled until they have been cashed in
If the Buyer is in payment arrears in respect of the purchase price, then this price shall incur interest on arrears at the prevailing statutory rate. We reserve the right to claim further damages caused by default. In the event of a VAT-free intra-community delivery under the German VAT Act (UStG), the Buyer shall undertake to draw up the required documents (at present these are: confirmation of arrival or carrier’s confirmation), completed fully and correctly as required under the prevailing German legal provisions, and shall return those documents to us, unless expressly otherwise agreed. Should other or further confirmations be necessary according to the legal situation with regard to turnover tax valid at the time of the conclusion of the respective contract, the buyer is obliged to complete and return these further confirmations completed fully and correcty, unless something different has been expressly agreed.The documents shall be returned to us within 30 days after the goods were handed over by us or by a third party instructed by us. If the buyer does not meet this obligation, we reserve the right subsequently to charge the Buyer the relevant German VAT at the prevailing rate, calculated in relation to the invoiced amount. The same principle applies to VAT-free intra-community deliveries that are not subject to German law in cases where local legislation requires suitable documentation and also to deliveries to a third country in instances where the Buyer is responsible for the relevant export declaration (ATLAS export notice). In such a case the Buyer shall produce the required documents fully and correctly and shall also return them within 30 days after the goods were handed over by us or by a third party instructed by us. If the Buyer does not meet this obligation, we reserve the right to charge the Buyer the relevant German VAT or any other indirect tax at the rate applicable under the relevant third country’s legislation, as applicable to the invoiced amount.

VI. Reservation of title

We shall retain the title on all goods sold (hereinafter “reserved goods”) until full payment of all our present and future claims under the purchase agreement and all ongoing business transactions with the customer (hereinafter: “secured claims”).
Goods delivered by us to the Buyer shall remain our property until the complete payment of all secured claims. Until the goods have been paid in full, the Buyer shall keep the goods for us in trust, separately from its own property and from any third-party property, and shall ensure that the reserved goods are properly stored and secured.
No permission is given for the pledging of reserved goods or for their transfer of ownership as security lien.
The Buyer is entitled to process and sell reserved goods until their utilisation in the ordinary course of business.
1. If reserved goods are processed by the Buyer, then the parties agree that this shall take place on our behalf and on our account as manufacturer and that we shall immediately acquire ownership or – if processing involves materials from several owners or if the value of a processed item exceeds the value of the reserved goods – that we shall immediately acquire co-ownership (i.e. cot ownership) of the newly created items at the ratio between the reserved goods and the newly created item. In the event that no such acquisition of ownership should occur with us, the Buyer hereby assigns his future ownership in the above-mentioned proportion, co-ownership of the newly created object to us as security.
2. Anticipating a case where the reserved goods are resold, the Buyer hereby transfers to us, by way of security, the resulting claim towards the purchaser or, in the event of our co-ownership in the reserved goods, the relevant co-ownership share. The same applies to any other claims that might replace the reserved goods or which might otherwise arise in respect of the reserved goods, such as insurance claims or claims resulting from unlawful acts in the event of loss or destruction.
3. Alongside our entitlement, the Buyer, too, shall remain entitled to collect such a claim. We undertake not to collect the claim as long as the Buyer fullfils its payment obligations towards us, does not fall into arrears, has not made any application to open insolvency proceedings and as long as there is no other defact in his ability to pay.. If, however, this is the case, we may require the Buyer to inform us of the assigned claims and their debtors, provide all the information necessary for collection, hand over the relevant documents, and inform the debtors (third parties) of the assignment of the claim.
4. If the value of the securities exceeds our secured claims by more than 10%, we may, at our discretion, release securities at the Buyer’s request.
The buyer must notify us without delay and in writing if and to the extent that third parties have access to the goods belonging to us. If third parties gain access to the reserved goods, particularly through a pledge, then the Buyer shall immediately draw their attention to our ownership and shall notify us accordingly, so that we can assert our rights of ownership.

VII. Buyer’s claims for defects

Unless otherwise specified below, statutory provisions shall apply to the Buyer’s rights regarding material defects and defects in title (including incorrect and short deliveries).
Any agreement on the quality of the goods does not constitute a quarantee commitment. We only assume special guarantees on the basis of a separate agreement, specifying the content and scope of the quarantee independently of these GTS and independently of the Buyer’s statutory rights.
We ensure that the composition, quality, packaging and declaration of the goods delivered by us comply with the legal provisions applicable in Germany.
Any Buyer’s claims for defects require the Buyer’s compliance with its statutory obligation – specified in the German Commercial Code (HGB), sections 371 and 381 – to examine the goods and give notice of any non-conformity. The Buyer undertakes to notify us of apparent defects without delay. If a hidden defect is identified, either upon examination or at a later point, the Buyer shall notify us immediately upon discovery. On-time despatch of notification is sufficient for observance of the time limit. Notification must be sent writing.
If the Buyer fails to send a notification of defect as specified above, we cannot accept any liability for non-notified defects.
If a delivered item is defective, we may choose whether to effect remedial action through removal of the defect (remedy of defect) or whether to provide a defect-free item instead (replacement delivery). This provision does not affect our right to refuse the selected manner of remedial action under the statutory conditions. Neither does this provision affect the application of sections 478, 445a and 445b of the German Civil Code (BGB) (entrepreneur’s right of recourse).
The Buyer shall give us whatever time and opportunity may be required for supplementary performance owed by us, including, in particular, provision of the relevant goods or samples of the same in sufficient quantities for quality control purposes. Any expenses incurred for the purpose of supplementary performance, particularly transport, travel, labour and material, shall be borne by us. In the case of replacement delivery, the Buyer shall return the defective goods as specified in the relevant statutory provisions.
The Buyer shall only be entitled to claim compensation for damages or for unnecessary expenses under the specifications detailed in clause IX; otherwise, such claims are not acceptable.

VIII. Recourse against supplier

If newly manufactured goods, delivered by us to the Buyer, have been sold on to a consumer, then the Buyer’s claims for defects shall be subject not only to clause VII, but also to the following provisions and, moreover, to statutory provisions.
The Buyer’s rights to receive supplementary performance (clause VII) shall be subject to the following restrictions: The Buyer may claim from us the kind of supplementary performance which, in a specific instance, the Buyer owes to its customer, while taking account of the Buyer’s statutory and contractual rights of refusal; we do not have any right of choice on our part. The Buyer is entitled to assign this claim for supplementary performance to its customer, but only subject to being honoured and/or by way of security, i.e. without prejudice to its own continued liability towards the customer. Any assignment in lieu of performance shall be ineffective. This provision does not affect our right to refuse such remedial action under the statutory conditions.

IX. Other liabilities

Unless otherwise stipulated in these GTS, including the following provisions, we shall be liable for any culpable violations of contractual and non-contractual duties in accordance with the relevant statutory provisions

We shall only be liable for damages – irrespective of their legal grounds – in cases of intent or gross negligence. In addition, we shall be liable for simple negligence in the following instances:
1. Damage arising from injuries to life, limb or health
2. Damage resulting from the breach of a material contractual duty. Essential contractual duties in this respect are, for example, obligations which the contract is intended to impose on us in respect with its content and purpose or whose fulfilment the proper execution of the contract makes possible in the first placeand on which a contractual party can and does regularly rely on; in this case our liability is limited to the amount of damages foreseeable and typical for the contract at the time of conclusion.
The aforementioned limitations of liability do not apply if we have fraudulently concealed a defect or have assumed a guarantee for conditions of the goods. The same applies to the Buyer’s claims made under the German Product Liability Act (Produkthaftungsgesetz).
If a breach of duty has occurred without being related to a defect, the Buyer can only cancel the contract if the breach of duty is within our responsibility. Cancellation must be declared in writing. In all other respects the relevant statutory requirements and legal consequences shall be applicable.
The aforementioned provisions shall not give rise to any change of the burden of proof to the detriment of the Buyer.

X. Limitation of liability in time

The parties’ claims towards one another shall have time limits under the statutory provisions unless otherwise specified hereinafter.
In derogation of section 438 subsection 1 no. 3 of the German Civil Code (BGB), the general limitation period for claims from material defects and defects in title shall be one year from the date of delivery. However claims arising from defects in title shall not become statute-barred as long as a third party is still able to assert its right towards the Buyer in the absence of a statute of limitations. Statutory provisions for the event of fraud (BGB section 438 subsection 3), however, shall remain unaffected in all cases.
The aforementioned periods of limitation shall also be applicable in the event of recourse against the supplier, as detailed in clause VIII; this does not, however, affect the statutory period of limitation on claims for the reimbursement of expenses (BGB section 445a subsection 1, section 445b subsections 1 and 3) and suspension of the statutory limitation period (BGB section 445b subsections 2 and 3).
If we owe the Buyer contractual damage compensation in accordance with clause IX due to or as a consequence of a defect, which also includes damages due to breach of a subsequent performance obligation, the unabridged statutory limitation periods of the law on sales (see BGB section 438) shall apply. Such claims – as indeed all other damage compensation claims – shall be subject to the statutory periods of limitation and provisions in clause IX (liability). This provision shall not affect the limitation periods specified in the German Product Liability Act (Produkthaftungsgesetz).
Unless expressly otherwise agreed the statutory provisions on the commencement of the limitation period, the suspension of the expiration of the limitation period, the suspension of the limitation period and the recommencement of the limitation period shall remain unaffected.
The aforementioned provisions shall not give rise to any change of the burden of proof to the detriment of the Buyer.

XI. Confidentiality and data protection

The contracting parties undertake to treat confidential information and personal data of the other contracting party as confidential and to comply with the relevant data protection laws, in particular the EU Basic Data Protection Regulation.
If the contractual parties are supported in certain areas by other companies within their group (e.g. with regard to legal advice, purchasing, sales, bookkeeping, controlling, quality control, data processing), the information and personal data provided by the contractual parties may be made available to affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG) insofar as this is necessary for the initiation or execution of the contract.

XII. Choice of law and place of jurisdiction

These GTS and all legal relationships between ourselves and the Buyer shall be governed by the law of the Federal Republic of Germany, but not by international or supranational (contractual) jurisdictions, particularly not by the UN Convention on Contracts for the International Sale of Goods (CISG). If, however, opting for German law is inadmissible or ineffective at the location of the goods, then the requirements for and effects of reservations of title under clause VI shall be subject to the laws applicable at that location.
If the Buyer deals as a business within the definition of the German Commercial Code (HGB) or as a public-law entity, then the exclusive place of jurisdiction – also internationally – shall be our place of business for all disputes arising directly or indirectly from the contractual relationship between the parties. We are, however, also entitled to take legal action at the Buyer’s general place of jurisdiction.

XIII. Language

The English Version of these General Terms of Sale (GTS) is for information purposes only. In case of discrepeancies between the German and the English version, the German version shall prevail.

DOWNLOAD PDF