The following conditions nos. 1–12 apply to commercial transactions with our customers who are not consumers within the meaning of § 13 BGB and who are domiciled in Germany. For customers domiciled abroad, no. 13 additionally applies.
1.1 Offers, deliveries, and services are provided exclusively on the basis of these General Terms and Conditions.
1.2 These conditions therefore apply to all future business relationships, even if they are not expressly agreed upon again. At the latest upon acceptance of the goods or services, these conditions are deemed to have been accepted. Confirmation letters from the customer referring to their own conditions are hereby objected to. This also applies in cases where the customer has prescribed a specific form for such objection.
2.1 Our details and illustrations in brochures, advertisements, etc. are – including price information – always non-binding and subject to change. However, we are bound by individually prepared offers for a period of 14 days from the date of preparation. We reserve the right to make adjustments in exceptional cases.
2.2 Orders placed by the client are binding for 14 days. However, the contract is only concluded upon our written order confirmation. If no order confirmation is sent, the contract is concluded in any case through delivery with the content of our invoice. The quantity of goods ordered by the client may be exceeded or fallen short of by up to 10%. We are entitled to make partial deliveries to a reasonable extent.
2.3 The conclusion of the contract is subject to the correct and timely self-supply by our suppliers. This only applies in cases where the non-delivery is not our responsibility. In particular, in the case of a proper and congruent cover transaction, non-delivery is not our responsibility.
2.4 In electronic legal transactions, the acknowledgment of receipt of an order does not yet constitute a binding declaration of acceptance of the contractual offer, unless acceptance is expressly declared in the acknowledgment of receipt.
2.5 If an order is placed electronically, the contract text will be stored by us and sent to the customer upon request together with these GTC by e-mail. Furthermore, the information obligations pursuant to § 312e para. I nos. 1–3 BGB (provision of technical means to correct input errors, provision of information pursuant to the information obligations regulation, immediate acknowledgment of receipt) are excluded.
3.1 Our quoted prices are non-binding and subject to change unless fixed prices have been expressly stated. The prices stated are DAP exclusive of value added tax. The prices stated in our order confirmation plus the applicable statutory value added tax shall always be authoritative.
3.2 Invoices are due immediately upon receipt, even for partial deliveries. Payment should preferably be made by bank transfer, stating the invoice number, to the account specified in the invoice.
3.3 If the period between conclusion of contract and the agreed delivery date exceeds four months, we reserve the right to demand reasonable price adjustments in the event of extraordinary and unforeseeable increases in wages, raw materials, or other costs at the time of conclusion of contract.
3.4 Confirmed prices for an order are in no case binding for repeat orders of identical parts.
3.5 In the absence of explicit instructions from the customer regarding packaging and shipping, we reserve the right to choose the packaging and mode of transport.
4.1 Unless otherwise agreed, our invoices are payable within 14 days of receipt of goods with a 2% discount, or within 30 days without deduction. The customer has the contractual obligation to pay the purchase price within 30 days of receiving the goods. After expiry of this period, the customer is in default without any further formalities.
4.2 We are entitled, notwithstanding any contrary provisions of the customer, to apply payments first to the customer's oldest debts. If costs and interest have already been incurred, we are entitled to apply the payment first to costs, then to interest, and finally to the principal claim.
4.3 A payment is only deemed to have been made when we are able to dispose of the amount. In the case of payment by instruments whose acceptance we reserve for individual cases, payment is only deemed to have been made when the instrument is honoured.
4.4 The customer shall pay interest on a monetary debt during the period of default at the customary rate above the base interest rate pursuant to § 247 BGB. We expressly reserve the right to claim further, specifically demonstrable damages arising from the delay.
4.5 If the customer fails to meet their payment obligations, or if other circumstances become known to us after conclusion of the contract that call into question the customer's creditworthiness, we are entitled to demand immediate payment of the entire remaining debt, even if we have accepted cheques or bills of exchange. In such cases, we are also entitled to demand advance payment or security.
4.6 The customer is only entitled to set off, retain, or reduce payment – even if defects or counterclaims are asserted – if the counterclaims have been acknowledged, legally established, or are undisputed.
5.1 Delivery periods commence on the day on which the express agreement thereon is reached. If details of execution remain open that either party considers to require regulation, delivery periods do not begin until all details of execution have been fully clarified. If delivery is agreed in accordance with the customer's specification, delivery periods do not begin before the complete specification has been handed over.
5.2 Compliance with delivery periods and deadlines is contingent upon the customer fulfilling their contractual obligations.
5.3 Delivery and service delays due to force majeure and due to events that significantly hinder or make delivery impossible for us (including, for example, strikes, lockouts, regulatory orders, etc.), even if they occur at our suppliers or their suppliers, are not our responsibility even in the case of bindingly agreed deadlines. They entitle us to postpone delivery or performance by the duration of the impediment plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the unfulfilled portion.
5.4 If the impediment lasts longer than 2 calendar months, the customer is entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the unfulfilled portion. If the delivery period is extended or if we are released from our obligation, the customer may not derive any claims for damages therefrom.
5.5 We may only invoke the circumstances mentioned in nos. 5.3 and 5.4 if we notify the customer without delay of the occurrence of such events.
5.6 We are liable for delivery delays in accordance with statutory provisions if the delay is based on an intentional or grossly negligent breach of contract for which we are responsible. If the delivery delay is not based on an intentional or grossly negligent breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
5.7 If we are not supplied by our upstream suppliers for reasons for which we are not responsible, both the customer and we are entitled to withdraw from the contract. In such cases, neither party shall have claims for damages.
6.1 Deliveries are made free to destination (DAP INCOTERMS 2010). The choice of shipping method remains at our discretion, unless the customer has given explicit instructions in this regard. In the event of transport damage, a legally binding damage certificate must be issued immediately upon receipt of the consignment by the carrier or railway.
6.2 We do not take out transport insurance as a matter of principle.
7.1 We provide warranty for the goods we supply in accordance with the following provisions, which conclusively contain the warranty rules and exclude other warranty claims as well as further claims for damages of any kind, e.g. contractual and those based on tort. In the case of commercial goods, any manufacturer guarantees remain unaffected by these provisions.
7.2 The warranty period is 12 months, commencing from the date of delivery. If our technical data sheets and instructions are not followed, the warranty lapses unless the buyer can demonstrate that the defect complained of is not attributable to these circumstances.
7.3 The customer must carry out a proper incoming goods inspection. The customer is obliged to notify us in writing of any defects without delay, but no later than within one week of receipt of the delivery item, specifying the defect precisely. Defects that cannot be discovered even upon careful inspection within this period must be reported to us in writing without delay upon discovery, specifying them precisely. The customer bears the full burden of proof for all prerequisites of the claim, in particular for the defect itself, the time of its discovery, and the timeliness of the complaint.
7.4 In the event of a justified complaint, we may, at our discretion, provide subsequent performance by way of rectification or replacement delivery.
7.5 If subsequent performance fails after the customer has set a reasonable deadline, the customer may at their discretion demand a reduction in remuneration (price reduction) or rescission of the contract. However, in the case of only minor non-conformity of the performance, in particular in the case of only minor defects, the customer shall have no right of withdrawal.
7.6 Liability for pure financial losses is limited to three times the purchase price of the delivery causing the damage. Otherwise, any claim for damages is limited to the foreseeable, typically occurring damage given the nature of the goods.
7.7 Unless expressly agreed otherwise, the contractual quality of the goods to be supplied by us is determined solely by our product description and – where applicable – the agreed technical delivery specifications. Public statements, promotions, or advertising do not constitute a contractual description of the quality of the goods.
7.8 Where we work on the basis of the customer's specifications, liability is excluded for the suitability of the product for the intended purpose, its proper design, compliance with safety regulations and construction standards, and the suitability of the material.
7.9 Warranty claims against us are available only to the direct customer and are non-transferable.
7.10 Returns of goods not caused by defects will only be accepted by us with prior express consent. The costs of return are borne by the customer. Returned goods will be credited at the former purchase prices less an industry-standard deduction of 15% for incoming goods inspection, storage, and administrative handling.
8.1 We are not liable for slightly negligent breaches of non-material contractual obligations.
8.2 In the case of other slightly negligent breaches of duty, our liability is limited to the foreseeable, typically occurring damage given the nature of the goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.
8.3 The foregoing limitations of liability do not apply to claims of the customer arising from product liability or in cases of bodily injury or damage to health attributable to us, or in the event of loss of life of the customer.
8.4 The customer's claims for damages become statute-barred within one year, commencing from delivery of the goods. This does not apply to claims arising from product liability or in cases of bodily injury or damage to health attributable to us, or in the event of loss of life of the customer.
9.1 Until all liabilities arising from the business relationship – including interest and costs – have been fully settled, we retain title to the delivered goods. The customer is obliged, upon our request, to store and insure the goods delivered under retention of title separately, and to provide us with evidence thereof upon request.
9.2 The customer is entitled to dispose of the reserved goods – even after further processing – in the ordinary and proper course of business. The customer may not pledge the reserved goods or transfer them by way of security, and must immediately notify us of any third-party attachments or other third-party access to the reserved goods.
The customer, like us, is obliged to treat all non-obvious commercial and technical details that become mutually known through the business relationship as trade secrets. Drawings, models, templates, samples, and similar objects may not be disclosed to third parties or otherwise made accessible. Reproduction of such objects is only permitted within the scope of operational requirements and applicable copyright law.
The processing of the business relationship is supported by a data processing system. Accordingly, the customer's data (address, delivered products, delivery quantities, prices, payments, cancellations, etc.) are recorded in an automated file and stored until the end of the business relationship. The customer is hereby informed of this storage. Legal basis: §§ 28, 33 BDSG.
The place of jurisdiction and performance for all disputes arising directly or indirectly from the contractual relationship, including actions on bills of exchange, is the court with jurisdiction for Düsseldorf.
For transactions with customers domiciled outside the Federal Republic of Germany, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply to the extent that it is not supplemented or amended by the foregoing conditions.
The place of performance and jurisdiction is Düsseldorf; however, we may also bring an action against the customer at their general place of jurisdiction, notwithstanding the choice of law.
