1. Scope of application
1.1 These General Terms and Conditions of Sale (hereinafter also referred to as “GTCS”)
apply to all our business relationships with our customers (“Buyer”). The General
Terms and Conditions of Sale shall only apply if the Buyer is an entrepreneur (Section
14 BGB), a legal entity under public law or a special fund under public law within the
meaning of Section 310 (1) BGB.
1.2 Our General Terms and Conditions of Sale shall apply exclusively. Deviating,
conflicting or supplementary general terms and conditions (“GTC”) of the Buyer shall
only become part of the contract if and insofar as we have expressly agreed to their
validity. This requirement of consent shall also apply if the Buyer refers to its GTC
within the framework of the order and we do not expressly object to this.
1.3 These General Terms and Conditions of Sale apply to contracts for the sale and/or
delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the
goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless
otherwise agreed, the General Terms and Conditions of Sale in the version valid at
the time of the Buyer's order or in the version last communicated to him in text form
shall also apply as a framework agreement for similar future contracts, without us as
the Seller having to refer to them again on a case-by-case basis.
1.4 Individual agreements made with the Buyer in individual cases (including subsidiary
agreements, supplements and amendments) and information in our order
confirmation shall take precedence over these General Terms and Conditions of Sale.
Subject to proof to the contrary, a written contract or our written confirmation shall be
decisive for the content of such agreements.
1.5 Legally relevant declarations and notifications by the Buyer with regard to the contract
(e.g. notifications of defects, setting of deadlines, withdrawal or reduction) must be
made in writing, i.e. in written and text form (e.g. letter, e-mail, fax). Further statutory
formal requirements as well as further evidence (if necessary in case of doubt about
the legitimacy of the declaring party) remain unaffected.
1.6 If reference is made to the validity of statutory provisions, this is for clarification
purposes only. The statutory provisions shall therefore apply - even if no
corresponding clarification has been made - to the extent that they are not amended
or excluded by these GTCS.
2. Offer and conclusion of contract
2.1 Our offers are subject to change and non-binding. This shall also apply if we have
provided the Buyer with catalogs, technical documentation (e.g. drawings, plans,
calculations, calculations, references to DIN standards) and other product
descriptions or documents (including in electronic form). We reserve the property
rights and copyrights to all documents provided to the Buyer in connection with the
placing of the order. These documents may not be made accessible to third parties
unless we give the Buyer our express written consent.
2.2 The order of the goods by the buyer is a binding contractual offer in accordance with
§ 145 BGB. In the event that nothing to the contrary results from the order, we shall
be entitled to accept this contractual offer within two weeks of its receipt by us.
2.3 The acceptance of the contract offer can be made both expressly (e.g. by an order
confirmation) and by conclusive behavior, for example by delivery of the goods to the
buyer. In the event that we as the Seller do not accept the Buyer's offer within the
period specified in Section 2.2, any documents sent to the Buyer must be returned to
us immediately.
3. Prices and payment agreements
3.1 Unless otherwise agreed in individual cases, our current prices ex works (Incoterms
2020) at the time of conclusion of the contract shall apply to our products and any
additional services associated therewith (such as laboratory tests, export
documentation or certificates) in accordance with our price list valid at the time of
conclusion of the contract, plus statutory VAT. Unless an express fixed price
agreement has been made, we reserve the right to make reasonable price changes
due to changes in labor, material and distribution costs for deliveries made 4 months
or more after conclusion of the contract.
3.2 If the goods are shipped to another destination at the Buyer's request (“sales
shipment”), the Buyer shall bear the transportation costs ex warehouse and the costs
of any transportation insurance requested by the Buyer. Any customs duties, fees,
taxes and other public charges shall be borne by the Buyer.
3.3 Payment of the purchase price shall be made exclusively to the account specified by
us.
3.4 Unless otherwise agreed, the purchase price shall be due for payment within 30 days
of conclusion of the contract and receipt of the invoice. We are entitled to perform our
services against advance payment or provision of security.
3.5 The Buyer shall be in default if the above payment period expires. During the period
of default, interest shall be charged on the purchase price at the applicable statutory
default interest rate pursuant to Section 288 (2) BGB (currently nine percentage
points above the respective base interest rate). We reserve the right to claim further
damages for default. Our claim against merchants for commercial maturity interest in
accordance with § 353 HGB remains unaffected.
3.6 If it is foreseeable after conclusion of the contract that our claim to payment of the
purchase price is jeopardized due to the Buyer's inability to pay (e.g. due to an
application for the opening of insolvency proceedings), we shall be entitled to refuse
performance in accordance with the statutory provisions and, if necessary after
setting a deadline, to withdraw from the contract (§ 321 BGB). In the case of contracts
for which the manufacture of non-fungible items (custom-made products) is owed, we
may declare our withdrawal immediately. The statutory provisions on the
dispensability of setting a deadline shall remain unaffected in this respect.
4. Rights of retention
The Buyer shall only be entitled to set-off if his counterclaims are undisputed or have
become res judicata. The Buyer shall only be entitled to assert rights of retention on
the basis of counterclaims arising from the same contractual relationship. In the event
that defects occur within the scope of the delivery, the Buyer's counter-rights shall
remain unaffected, in particular in accordance with Section 8.6 sentence 2 of these
GTCS.
5. Delivery period and delay in delivery
5.1. The delivery period shall be agreed individually or stated by us upon acceptance of
the order.
5.2 In the event that we are unable to comply with contractually agreed delivery periods
for reasons for which we are not responsible, we shall inform the Buyer of this
circumstance without delay and at the same time notify the Buyer of the expected or
new delivery period. If the delivery date according to the new delivery period is more
than four weeks later than the delivery date according to the original delivery period,
the buyer is entitled to withdraw from the contract. This right of withdrawal must be
exercised by the buyer within a maximum of two weeks after receipt of the notification
of the new delivery period by means of a declaration made at least in text form.
Decisive for the observance of the deadline is the receipt by us of the declaration of
withdrawal in due form. If the delivery cannot be made within the newly announced
delivery period due to non-availability of the service for which we are not responsible,
immediately reimburse any consideration already provided by the Buyer (in the form
of payment of the purchase price).
5.3. A non-availability of performance for which we are not responsible is also given if a
delivery by our suppliers which is necessary for the fulfillment of our performance
obligation towards the Buyer is not made correctly or not made on time, although we
have concluded a congruent covering transaction. A congruent covering transaction
exists if we have already concluded a supply contract with our suppliers at the time of
the conclusion of the contract with the buyer for the raw materials required for the
fulfillment of our performance obligation to the buyer, which would have enabled us to
fulfill our performance obligation to the buyer if it had been properly fulfilled.
5.4 Whether there is a delay in delivery shall be determined in accordance with the
statutory provisions. However, a prerequisite for a delay in delivery is a reminder from
the buyer. If we are in default with a delivery or service or if a delivery or service
becomes impossible for us, for whatever reason, our liability for damages shall be
limited in accordance with clause 10 of these GTCS.
5.5 We are entitled to make partial deliveries if
• the partial delivery can be used by the Buyer within the scope of the contractually
intended purpose,
• the delivery of the remaining ordered goods is ensured and
• the buyer does not incur any significant additional expenditure or additional costs
as a result of the partial delivery, unless we declare our willingness to bear these
additional costs.
5.6 The Buyer's rights pursuant to Section 9 of these General Terms and Conditions of
Sale and our statutory rights, in particular in the event of an exclusion of the obligation
to perform (e.g. due to impossibility or unreasonableness of performance and/or
subsequent performance), shall remain unaffected.
6. Delivery, transfer of risk, acceptance, default of acceptance
6.1 Unless otherwise agreed in individual cases, delivery shall be ex works (EXW
Incoterms 2020) from our production site Am Eschengrund 9 in 83135 Schechen/
Germany. This is also the place of performance for any subsequent
performance. In the event of a sale by delivery to a place other than the place of
performance, the Buyer shall bear the costs of shipment. In the event that nothing has
been contractually agreed, we can determine the type of shipment (packaging,
shipping route, transport company) ourselves.
6.2 The risk of accidental loss and accidental deterioration shall pass to the Buyer when
the goods are handed over to the Buyer. In the case of a sale involving the carriage of
goods, the risk of accidental loss of the goods, accidental deterioration of the goods
and the risk of delay shall pass to the Buyer upon delivery of the goods to the
forwarding agent or carrier. In the event that acceptance of the goods is contractually
agreed, this shall be decisive for the transfer of risk. Further statutory provisions of the
law on contracts for work and services shall remain unaffected. If the Buyer is in
default of acceptance, this shall be deemed equivalent to handover or acceptance of
the goods.
6.3 In the event that the Buyer is in default of acceptance or our delivery is delayed for
other reasons for which the Buyer is responsible, we shall have a claim against the
Buyer for compensation for the damage incurred, including additional expenses (e.g.
storage costs). If this is the case, we shall be entitled to charge the Buyer a lump-sum
compensation of 0.25% of the delivery value for each full calendar week of delay in
acceptance or, in the event of a delay in delivery for other reasons for which the Buyer
is responsible, for each full calendar week of delay in delivery. Proof of higher
damages and our statutory claims (in particular reimbursement of additional the lump
sum shall be offset against further monetary claims. The buyer also reserves
the right to prove that we have incurred no damage at all or only less damage than
the above lump sum.
7. Retention of title
7.1 We reserve title to the delivered goods until full payment of all our present and future
claims arising from the purchase contract and an ongoing business relationship
(secured claims).
7.2 The goods subject to retention of title may not be pledged to third parties or
transferred by way of security until the secured claims have been paid in full. The
buyer must inform us immediately in writing in the event that an application is made to
open insolvency proceedings or if third parties seize the goods belonging to us (e.g.
seizures). If the third party is not in a position to reimburse us for the judicial and
extrajudicial costs of an action pursuant to § 771 ZPO, the Buyer shall be liable for the
loss incurred by us.
7.3 In the event of breach of contract by the Buyer, in particular in the event of nonpayment
of the purchase price due, we shall be entitled to withdraw from the contract
in accordance with the statutory provisions and/or to demand the return of the goods
on the basis of retention of title. The demand for return does not at the same time return of the
goods and reserve the right to withdraw from the contract. In the event
that the Buyer fails to pay the purchase price due, we must have set the Buyer a
reasonable deadline for payment without success before asserting these rights,
unless such a deadline is dispensable under the statutory provisions.
7.4 Until revoked in accordance with clause 7.4.c, the Buyer is authorized to resell and/or
process the goods subject to retention of title in the ordinary course of business. In
this case, the following provisions shall apply in addition:
a) The products of our goods created by combining, mixing or processing shall
be subject to retention of title at their full value, whereby we shall be deemed
to be the manufacturer. In the event that the ownership rights of third parties
continue to exist in the event of combination, mixing or processing with the
goods of third parties, we shall acquire co-ownership (fractional ownership) in
proportion to the invoice values of the combined, mixed or processed goods.
In all other respects, the same shall apply to the resulting product as to the
goods delivered under retention of title. The purchaser also assigns to us for
security purposes such claims against a third party which accrue to him
through the combination of the goods subject to retention of title with a
property. In this case, we accept the assignment.
b) The Buyer assigns to us already at this point in time in total or in the amount of
our possible co-ownership share pursuant to clause 7.4.a for security
purposes the claims against third parties arising from the resale of the goods
or the product in the amount of the final invoice amount agreed with us
(including VAT). We accept the assignment. The obligations of the Buyer listed
in Section 7.2 shall also apply in consideration of the assigned claims.
c) The Buyer shall remain authorized to collect the claim in addition to us. As
long as the Buyer meets his payment obligations to us, there is no defect in
the Buyer's ability to perform and we do not assert the retention of title by
exercising a right in accordance with clause 7.3, we undertake not to collect
the claim. If we assert the exercise of a right pursuant to Section 7.3, we may
demand that the Buyer disclose the assigned claims and their debtors and that
the Buyer provides all information necessary for collection, hands over the
relevant documents and informs the debtors (third parties) of the assignment.
In addition, we shall be entitled to revoke the Buyer's authorization to resell
and process the goods subject to retention of title.
d) In the event that the realizable value of the securities exceeds our claims by
more than 10%, we shall release securities of our choice at the Buyer's
request.
7.5 The buyer is obliged to treat the purchased goods with care as long as ownership has
not yet been transferred to him. In particular, he is obliged to store the goods in a dry,
protected room in compliance with the storage temperature stated in the respective
product specification.
8. Warranty claims of the Buyer
8.1 The statutory provisions shall apply to the Buyer's rights in the event of material
defects and defects of title (including incorrect and short delivery or defective
instructions), unless otherwise specified below. This shall not affect the statutory
provisions on the sale of consumer goods (§§ 474 ff. BGB) and the Buyer's rights
arising from separately issued guarantees.
8.2 Agreements that we have made with buyers regarding the quality and the intended
use of the goods regularly form the basis of our liability for defects under the warranty.
A quality agreement includes all product descriptions and manufacturer's
specifications that are the subject of the individual contract or were made public by us
(in particular in catalogs, product specification sheets or on our Internet homepage) at
the time the contract was concluded. In the event that no quality has been agreed, the
provisions of Section 434 (3) BGB shall be applied to determine whether a defect
exists.
8.3 We shall not be liable for defects which the Buyer is aware of or is grossly negligent in
not being aware of at the time of conclusion of the contract in accordance with § 442
BGB.
8.4 Claims for defects on the part of the Buyer shall only exist if the Buyer has complied
with its statutory inspection and notification obligations (§§ 377, 381 HGB). In the
event that the Buyer fails to fulfill or does not fulfill its obligation to properly inspect
and/or report defects, any liability on our part for the defect not reported or not
reported on time or not reported properly shall be excluded in accordance with the
statutory provisions.
8.5 If the delivered goods are defective, we as the seller shall be entitled to choose
whether we provide subsequent performance by remedying the defect (rectification)
or by delivering a defect-free item (subsequent delivery). In the event that the type of
subsequent performance chosen by us is unreasonable for the buyer in the individual
case, he may refuse it. However, we reserve the right to refuse subsequent
performance under the statutory conditions. In addition, we are entitled to make the
supplementary performance to be provided by us dependent on the Buyer paying the
purchase price due. However, the Buyer shall be entitled to retain a reasonable part
of the purchase price in proportion to the defect.
8.6 The Buyer shall grant us the necessary time and opportunity for the subsequent
performance to be rendered. In particular, the Buyer shall hand over to us the item for
which he has asserted a defect for inspection purposes. In the case of subsequent
delivery, the buyer must return the defective item to us on request in accordance with
the statutory provisions. However, we are not obliged to take back the goods.
8.7 We shall reimburse the expenses which are necessary for inspection purposes and
for subsequent performance (transport, labor and material costs as well as any
dismantling and installation costs) in accordance with the statutory provisions and
these General Terms and Conditions of Sale in the event of a defect. However, we
may demand reimbursement from the Buyer for costs incurred due to an unjustified
request to remedy a defect in the event that the Buyer knew or could have recognized
that there was in fact no defect.
8.8 The Buyer shall have the right to remedy the defect itself and to demand
reimbursement of the expenses objectively required for this if there is an urgent case
(e.g. in the event of danger to operational safety or to prevent disproportionate
damage). The buyer must inform us immediately in the event of self-performance. In
the event that we would be entitled to refuse subsequent performance in accordance
with the statutory provisions, the Buyer shall have no right to self-performance.
8.9 The Buyer may withdraw from the purchase contract or reduce the purchase price in
accordance with the statutory provisions if a deadline to be set by the Buyer for
subsequent performance has expired unsuccessfully or is dispensable in accordance
with the statutory provisions. In the event of a minor defect, however, the Buyer shall
not be entitled to withdraw from the contract.
8.10 Claims of the Buyer for reimbursement of expenses pursuant to Section 445a (1)
BGB are excluded, unless the last contract in the supply chain is a consumer goods
purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital
products (Sections 445c sentence 2, 327 (5), 327u BGB).
8.11 Even in the event of a defect, claims for damages or claims for reimbursement of
futile expenses on the part of the Buyer (Section 284 BGB) shall only exist in
accordance with Clauses 9 and 10.
9. Limitation period
9.1 The general limitation period for claims resulting from material defects or defects of
title is one year from delivery, in deviation from § 438 paragraph 1 no. 3 BGB. In the
event that acceptance has been contractually agreed, the limitation period shall
commence upon acceptance.
9.2 The above limitation period of the sales law shall also apply to pre-contractual and
non-contractual claims for damages of the Buyer which are based on a defect of the
goods, unless the application of the regular statutory limitation period according to §§
195, 199 BGB would lead to a shorter limitation period in individual cases. The
Buyer's claims for damages pursuant to clauses 10.1 and 10.2.a) as well as those
pursuant to the Product Liability Act shall become time-barred exclusively in
accordance with the statutory limitation periods.
10. Liability
10.1 Unless otherwise provided for in these General Terms and Conditions of Sale,
including the following provisions, we as the Seller shall be liable for breaches of
contractual and non-contractual obligations in accordance with the statutory
provisions.
10.2 Within the scope of fault-based liability, we shall be liable for damages, irrespective of
the legal grounds, only in the event of intent and gross negligence. In the event of
simple negligence, we shall be liable, subject to statutory limitations of liability (e.g.a)
for damages resulting from injury to life, body or health,
b) for damages resulting from the breach of an essential contractual obligation
(obligations whose fulfillment is essential for the proper execution of the
contract and on whose compliance the contractual partner relies and may also
rely). In this case, however, our liability shall be limited to compensation for
foreseeable, typically occurring damage.
10.3 The limitations of liability arising in accordance with clause 10.2 shall also apply to
third parties and in the event of breaches of duty by persons whose fault we are
responsible for in accordance with statutory provisions. Insofar as a defect has been
fraudulently concealed and a guarantee for the quality of the goods has been
assumed, the limitations of liability shall not apply. This also applies to claims of the
buyer under the Product Liability Act.
10.4 The Buyer may only withdraw from or terminate the contract due to a breach of duty
that does not result from a defect in the event that we as the Seller are responsible for
the breach of duty.
10.5 The Buyer's right of termination (in particular pursuant to Sections 650, 648 BGB) is
excluded. In all other respects, the statutory requirements and legal consequences
shall apply.
11. Force majeure
11.1 “Force Majeure” means the occurrence of an event or circumstance (“Force Majeure
Event”) which prevents a party from performing one or more of its contractual
obligations under the Contract if and to the extent that the party affected by the
impediment (“Affected Party”) proves that:
a)such impediment is beyond reasonable control; and
b) it could not reasonably have been foreseen at the time of the conclusion of the
c) the effects of the impediment could not reasonably have been avoided or
overcome by the affected party.
11.2 In the absence of proof to the contrary, the following events affecting a party shall be
presumed to be an event of force majeure: War (declared or undeclared) extensive
military mobilization, civil war, riot, rebellion and revolution, military or other seizure of
power, insurrection, acts of terrorism, sabotage or piracy, currency and trade
restrictions, embargoes, pandemics and epidemics, natural disasters or extreme
natural events, general industrial unrest such as boycotts, strikes and lockouts,
slowdowns, occupation of factories and buildings.
11.3 A party that successfully invokes a force majeure event shall be released from its
obligation to perform its contractual obligations and from any liability for damages or
any other contractual remedy for breach of contract from the time at which the
impediment makes it impossible for it to perform, provided that notice is given without
delay. If such notice is not given promptly, the release shall take effect from the time
the notice reaches the other party. If the effect of the alleged impediment or event is
temporary, the consequences set out above shall only apply for as long as the alleged
impediment prevents the party concerned from performing the contract.
11.4 If the non-fulfillment of a party's performance obligations is due to the non-fulfillment
or poor fulfillment of the performance obligations of a third party which it uses to fulfill
its performance obligations (such as sub-suppliers or freight carriers), this party shall
also be released from the obligation to fulfill its contractual obligations for the duration
and to the extent of the effect, insofar as the respective third party can invoke force
majeure against it. This shall apply accordingly to any third party in the respective
service/supply chain (e.g. with regard to the suppliers of an upstream supplier).
11.5 If the exemption from performance due to an event of force majeure lasts for more
than six months, each party shall be entitled to withdraw from the contract. This right
of rescission may be exercised until the end of the exemption from performance due
to a force majeure event by means of a declaration made at least in text form.
Decisive for the deadline is the receipt of the declaration of withdrawal in due form by
the other party.
12. Choice of law and place of jurisdiction
12.1 These General Terms and Conditions of Sale and the contractual relationship
between us as the Seller and the Buyer shall be governed by the law of the Federal
Republic of Germany, excluding international uniform law, in particular the UN
Convention on Contracts for the International Sale of Goods and the dispositive
provisions of German private international law.
12.2 If the Buyer is a merchant within the meaning of the German Commercial Code, a
legal entity under public law or a special fund under public law, our registered office in
Schechen/Germany shall be the exclusive, and also international, place of jurisdiction
for all disputes arising directly or indirectly from the contractual relationship. The same
applies if the Buyer is an entrepreneur within the meaning of § 14 BGB.
12.3 We shall also be entitled to bring an action at the place of performance of the delivery
obligation in accordance with these General Terms and Conditions of Sale or an
overriding individual agreement or at the Buyer's general place of jurisdiction. This
shall not affect overriding statutory provisions (exclusive places of jurisdiction).
Schechen, March 2025