Terms and conditions

§ 1 Scope of application

1. These terms and conditions of sale apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310 (1) BGB (German Civil Code). We only recognise terms and conditions of the customer that conflict with or deviate from our terms and conditions of sale if we expressly agree to their validity in writing. 
2. These terms and conditions of sale shall also apply to all future transactions with the customer, insofar as these are legal transactions of a related nature, even without repeated notification. By placing an order, the customer expressly accepts the terms and conditions of sale and delivery. 
3. All ancillary agreements, in particular verbal agreements and telephone orders, require our written confirmation to be binding.
4. Verbal agreements made prior to the conclusion of the contract that have not been confirmed in writing are invalid.

§ 2 Offer and conclusion of contract

1. If an order is to be regarded as an offer in accordance with § 145 BGB (German Civil Code), we may accept it within two weeks.
2. Our offers are subject to change without notice with regard to price, quantity, delivery period and availability.
3. Orders only become binding for us upon written order confirmation.
4. In the case of sales based on samples, these merely guarantee professional sample quality, whereby no assurances of suitability for any particular use are given. Illustrations, drawings, lists, brochures, etc. relating to our goods and the data contained therein are only approximate unless they are designated as binding. Changes in design, form and execution that do not significantly impair the intended use do not entitle the customer to make complaints or withdraw from the contract.

§ 3 Documents provided

We reserve ownership rights and copyrights to all documents provided to the customer in connection with the order placement, including those in electronic form, such as cost estimates, drawings, application suggestions, etc. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so. If we do not accept the customer's offer within the period specified in § 2 No. 1, these documents must be returned to us immediately.

§ 4 Prices and payment

1. Unless otherwise agreed in writing, our prices are ex works, excluding packaging and plus VAT at the applicable rate. Packaging costs will be invoiced separately.
2. Payment of the purchase price must be made exclusively to the account specified in our letterhead.
3. If we increase prices generally between the conclusion of the contract and delivery, the new list price shall apply to long-term purchase contracts from the date of the change to the price list. In the case of individual orders, the customer is entitled to withdraw from the contract within two weeks of notification of the price increase. This does not apply to price changes resulting from a change in the applicable VAT rates.
4. We only grant discounts if expressly agreed in writing in advance. A discount deduction on a new invoice is not permitted if older invoices are still outstanding. Similarly, a discount deduction is excluded if payment is made by bill of exchange.
5. We are not obliged to accept bills of exchange or cheques. If we accept bills of exchange or cheques, this shall be on account of payment. When accepting bills of exchange, the bank discount and collection charges shall be charged; these are due for payment immediately and without deduction. Unless otherwise agreed, the purchase price is due within 30 days of the invoice date. 
6. If the customer defaults on payment, we are entitled to charge default interest in accordance with the statutory provisions of § 288 BGB (German Civil Code). We expressly reserve the right to claim higher damages for default. 
7. If there are justified doubts that the claim for consideration is at risk due to the customer's lack of solvency, or if the customer is in default of payment of due invoices, we shall be entitled to make further deliveries only against payment or the provision of security. We are not obliged to offer the customer the goods on site in exchange for payment; a written offer of delivery in exchange for payment constitutes default of acceptance on the part of the customer, unless the customer provides security in the amount of the value of the goods in response to the written offer of delivery.

§ 5 Offsetting, right of retention

1. The customer is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship and is undisputed, ready for decision or has been legally established.
2. The customer shall not be entitled to offset unless the counterclaim has been legally established, is ready for decision or is undisputed.

§ 6 Shipping and transfer of risk upon dispatch

1. We shall dispatch the goods at our discretion at the expense and risk of the customer. This also applies to franco, FOB or CIF deliveries. 
2. If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs. We accept no responsibility for transport difficulties of any kind. 
3. Delivery of the goods is free of charge for orders with a list price of €450.00 or more. We bear the freight costs to the buyer within the scope of a qualified obligation to deliver, but not the transport risk.

§ 7 Packaging

We shall take back packaging insofar as we are obliged to do so by law and no exemption from disposal associations or communities with this objective takes their place.

§ 8 Delivery and impediments to the contract 

1. All impediments for which we are not responsible, in particular cases of force majeure, operational disruptions, impeded supply of raw materials, consumables and supplies, lack of loading facilities, official measures, strikes, lockouts and similar events, shall release us from our obligation to deliver for the duration of the impediment. If the impediment lasts longer than eight weeks, each contracting party shall be entitled to withdraw from the contract, excluding any further claims. In the case of partial deliveries, the above provision shall apply accordingly to outstanding partial deliveries. In the event that our own deliveries from upstream suppliers are not made, we shall not be obliged to make an initial purchase from a third party. We shall be entitled to allocate the available stocks to the existing orders at our reasonable discretion.
2. Unless confirmed in writing, delivery dates are subject to change. If a delivery date has been firmly agreed in individual cases and we are in default of delivery, the customer shall set us a reasonable grace period with the declaration that, after expiry of the grace period, they will refuse to accept the service or withdraw from the contract. A grace period of 20 days is generally considered reasonable.
3. The above clause 2 shall apply mutatis mutandis if we are obliged to make a replacement delivery due to a defect in the product for which we are responsible and do not make the replacement delivery within a reasonable grace period. 
4. If we are responsible for the delay in delivery or the impossibility of delivery to the customer, claims for damages by the customer for negligence are excluded. In any case, liability for damages and consequential damages is limited to the value of the order.

§ 9 Custom-made products, small quantities 

1. In the case of custom-made products in small batches, we shall be entitled to apply a price surcharge based on a separate calculation and to invoice packaging costs that deviate from the standard separately.
2. In the case of custom-made products, we shall be entitled to exceed or fall short of the quantity agreed in the purchase contract by 20%.

§ 10 Warranty and notification of defects as well as recourse/manufacturer recourse

1. The purchaser's warranty rights presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code); at the latest within eight days. 
2. Claims for defects shall become time-barred twelve months after delivery of the goods delivered by us to our purchaser. 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, limb and health based on an intentional or negligent breach of duty by the user. 
3. If, despite all due care, the delivered goods have a defect that already existed at the time of transfer of risk, we shall, subject to timely notification of defects, either repair the goods or deliver replacement goods at our discretion. We must always be given the opportunity to remedy the defect within a reasonable period of time. Recourse claims remain unaffected by the above provision without restriction.
4. Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, insignificant impairment of usability, natural wear and tear or damage resulting from faulty or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable building ground or due to special external influences that were not foreseeable according to the contract. If the customer or third parties carry out improper repair work or modifications, no claims for defects shall exist for these and the resulting consequences.
5. Claims by the customer for expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded if the expenses increase because the goods delivered by us have subsequently been moved to a location other than the customer's branch office, unless the transfer corresponds to their intended use. 
6. The customer shall only have recourse claims against us to the extent that the customer has not made any agreements with its customer that go beyond the statutory mandatory claims for defects. Furthermore, paragraph 5 shall apply mutatis mutandis to the scope of the customer's recourse claim against the supplier. 
7. Claims for damages arising from slight negligence are excluded, unless an obligation essential to the purpose of the contract has been breached. This also applies to our vicarious agents. 
8. We shall only be liable for indirect damage and consequential damage if we or our vicarious agents are guilty of gross negligence or intent. In such cases, our liability shall be limited to the value of the defective delivery.