1.1 These General Terms and Conditions shall apply only to entrepreneurs within the meaning of § 14 BGB, but not to consumers.
1.2 We provide all our deliveries and services exclusively subject to these General Terms and Conditions. We do not recognize any conflicting
or deviating terms and conditions of the customer unless we have expressly agreed to their validity.
1.3 Our General Terms and Conditions shall also apply to future transactions, even if we should not refer to them in individual cases.
2. offer and conclusion of contract
2.1 Our offers are subject to change and non-binding unless they are expressly designated as a binding offer.
2.2 Our written order confirmation shall be decisive for the order.
3. delivery and transfer of risk
3.1 Shipment and transport of the goods shall be at the expense and risk of the customer. The risk shall pass to the customer as soon as the goods leave our premises
3.2 We are entitled to make partial deliveries as long as the remaining partial deliveries are made within the agreed delivery time and this is not unreasonable for the
3.3 If we are in default of delivery, we shall be liable for the delay damage incurred by the customer in the event of gross negligence. In the event of slight
negligence, our liability for damage caused by delay shall be excluded.
4. prices / set-off and retention
4.1 The prices stated in the order confirmation shall be decisive. Our prices are ex works and do not include freight, postage, insurance, customs,
other expenses and statutory value added tax.
4.2 The customer may only set off a counterclaim that is undisputed or has been finally adjudicated. The customer may only assert a
right of retention if it is based on the same contractual relationship.
5. material defects
5.1 The customer is obligated to inspect the goods immediately and to notify us in writing of any visible defects without delay. Hidden
defects must be notified in writing immediately after their discovery. Otherwise, the delivery shall be deemed approved.
5.2 Insofar as there is a defect for which we are responsible, we shall be entitled to supplementary performance by, at our option, rectifying the defect
or supplying a defect-free item. If we refuse subsequent performance, if it fails or if it is unreasonable for the customer, the
customer shall be entitled to assert the following further statutory rights
6.1 We shall be liable for damages, irrespective of the legal grounds, in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable
- for damages resulting from injury to life, body or health;
- for damages resulting from the breach of essential contractual obligations (obligations whose fulfillment is essential for the proper performance of the
contract and on whose compliance the customer regularly relies and may rely); in this case, however,
our liability shall be limited to compensation for the foreseeable, typically occurring damage.
Limitations of liability do not apply if we have fraudulently concealed a defect, have given a guarantee for the quality of the goods
and for liability under the Product Liability Act.
6.3 Any fault on the part of our legal representatives and vicarious agents shall be attributable to us.
6.4 The statutory provisions on the burden of proof shall remain unaffected by the above provisions.
7. statute of limitations
7.1 Unless otherwise stipulated below, the general limitation period for claims of the customer arising from material defects and defects of title
shall be one year from delivery. This limitation period shall also apply to the customer's contractual and non-contractual claims for damages which
are based on a defect in the goods.
7.2 The statutory periods of limitation shall apply
- for claims for damages arising from injury to life, body or health;
- for liability under the Product Liability Act;
- insofar as we have fraudulently concealed a defect;
- as far as we have assumed a guarantee;
insofar as it concerns a building or an item that has been used for a building in accordance with its customary use
and has caused its defectiveness;
for claims in supplier recourse in case of final delivery to a consumer (§ 479 BGB).
8. retention of title
8.1 We reserve title to all goods delivered by us until full payment of all claims arising from previous
8.2 If the customer is in default of payment or if it becomes apparent that our claims for payment are jeopardized by the customer's inability to pay
, we shall be entitled to demand the return of the goods on the basis of the retention of title.
8.3 In the event of seizures or other interventions by third parties, the customer shall notify us immediately. The customer shall bear all costs which have to be incurred in order to
cancel the seizure and to recover the delivery item, insofar as they cannot be recovered from the third party
8.4 The customer shall be entitled, subject to revocation for good cause, to dispose of the delivery item in the ordinary course of
business. In particular, transfer of ownership by way of security and pledging are not permitted. The goods subject to
reservation of title may only be passed on by the customer to the purchaser if the customer is not in default with its
obligations towards us.
In the event of resale, the customer hereby assigns to us all claims arising from the resale, in particular claims for payment
but also other claims in connection with the sale, in the amount of our final invoice amount (including
value added tax).
The customer shall be entitled to collect the assigned claims in trust
until revoked by us for good cause. The resale of the receivables within the scope of a genuine factoring requires our prior consent. For important
reason, we are entitled to disclose the assignment of claims to third party debtors also on behalf of the customer. Upon notification of the
assignment to the third-party debtor, the customer's authority to collect shall expire. In the event of revocation of the authority to collect, we may require
that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over to
the relevant documents and notify the debtors of the assignment.
An important reason within the meaning of these provisions shall be deemed to exist in particular in the event of default in payment, cessation of payments, opening of
insolvency proceedings or reasonable indications of over-indebtedness or imminent insolvency of the customer.
8.5 Treatment and processing of the delivery item by the customer shall always be carried out for us. We shall be deemed to be the manufacturer within the meaning of § 950 BGB (German Civil Code) without
any further obligation. If the delivery item is processed with other items not belonging to us, we shall acquire
co-ownership of the new item in the ratio of the value of the invoice amount to the purchase price of the other processed goods. For
the item created by processing, the provisions shall otherwise apply as for the delivery item.
8.6 In the event that the delivery item is combined, mixed or blended with movable items of the customer in such a way that the
item of the customer is to be regarded as the main item, the customer hereby assigns to us co-ownership of the overall item in the ratio
of the value of the delivery item to the value of the other combined, mixed or blended items. The customer shall keep the
property for us free of charge. If the delivery item is combined, mixed or blended with movable items of a third party in such a way
that the item of the third party is to be regarded as the main item, the customer hereby assigns to us the claim for compensation to which he is entitled against the third party
in the amount corresponding to the final invoice amount attributable to the delivery item.
The new item created by combining or mixing or the (co-)ownership rights to the
new item to which we are entitled or which are to be transferred as well as the remuneration claims assigned in accordance with the above paragraph shall serve as security for our
claims in the same way as the delivery item itself.
8.7 Insofar as the retention of title or the assignment of claims should be ineffective or
unenforceable due to non-mandatory foreign legal provisions, the security corresponding to the retention of title or the assignment of claims in this area shall be deemed to have been agreed upon
. If the customer's cooperation is required hereunder, the customer shall take all measures necessary to establish and maintain the security
All business or technical information made available to the customer by us shall be kept secret from third parties as long as and to the extent that it is not demonstrably publicly known to
and may only be made available by the customer to third parties with our written consent to
, whereby the third parties shall also be obligated to maintain secrecy. The customer may use this information only in
connection with the order or the subsequent use of the object according to the order itself. Upon our request, all
information originating from us shall be returned to us immediately and in full or destroyed. Information in the sense of this
agreement is all data, plans, programs, knowledge, experience, know-how, regardless of the type of recording,
storage or transmission and also regardless of whether this information is expressly or tacitly designated as secret or
10 Place of performance, place of jurisdiction, applicable law
10.1 Unless otherwise agreed, the place of performance for delivery, payment and all other obligations arising from the contractual relationship shall be
10.2 The place of jurisdiction for all legal disputes arising from the contractual relationship as well as its origin and effectiveness shall be
for both parties the registered office of our company, provided that the customer is a merchant or a legal entity under public law. At our option
, we may also bring an action at the customer's registered office.
10.3 The contractual relationship shall be governed by German law. International Sales Law (CISG) shall not apply.