1 General

1.1

These General Terms and Conditions apply exclusively to all purchase and delivery contracts between our business customers and us. Unless otherwise agreed, these GTC shall apply in the version valid at the time of the buyer's order or, in any case, in the version last communicated to the buyer in text form as a framework agreement for similar future contracts, without us having to refer to them again in each individual case. Terms and conditions that conflict with or deviate from these General Terms and Conditions will not be recognized unless we expressly agree to their validity in writing.

1.2

These General Terms and Conditions shall also apply if we perform the contractually owed service/delivery without reservation in the knowledge of terms and conditions of the customer that conflict with or deviate from these General Terms and Conditions.

1.3

No verbal side agreements have been made. Any agreements that deviate from or supplement these General Terms and Conditions must be made in writing.

1.4

Legally relevant declarations and notifications by the customer in relation to the contract (e.g., setting of deadlines, reminders, withdrawal) must be made in writing, i.e., in written or text form (e.g., letter, email, fax). Legal formal requirements and further evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected.

References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these General Terms and Conditions.

2 Formation of Contract and Transfer of Customer Rights and Duties

2.1

Quotations from us are subject to change.

2.2

We can accept orders from the customer that constitute offers in accordance with § 145 BGB (German Civil Code) within two weeks, in particular by confirming the delivery in writing within this period or by carrying out the delivery.

2.3

We reserve all property rights and copyrights to offer documents, in particular drawings, models, samples, cost estimates, or other documents that the customer receives from us. These documents and the information they contain must be kept confidential and may not be made accessible to third parties without our express written consent. They must be returned to us immediately, without retaining any copies, if a contract is not concluded.

2.4

In case of doubt, orders only become binding upon our order confirmation. This order confirmation is decisive for the type and scope of the contractual performance obligations.

2.5

The transfer of rights and obligations of the customer arising from the contract concluded with us requires our written consent.

3 Pricing

3.1

Unless otherwise stated in the order confirmation, our prices are net plus statutory value added tax. If there is a change in the statutory value added tax between the conclusion of the contract and delivery, the value added tax valid on the day of delivery will be charged and the customer will be billed or reimbursed for any resulting difference.

3.2

Discounts are only permitted in the case of a separate written agreement.

3.3

Packaging and/or freight costs will be invoiced separately, unless otherwise agreed. For deliveries abroad, the customer shall bear any customs duties and/or import taxes incurred.

3.4

Changes in raw material, wage, energy, and/or other costs that were not foreseeable by us at the time of order confirmation and for which we are not responsible entitle us to make corresponding price adjustments.

3.5

If more than four months elapse between the conclusion of the contract and the delivery of the contractual item, we shall be entitled to increase our prices in line with the respective market price, but by no more than 5%.

3.6

In the case of partial deliveries, each delivery may be invoiced separately.

4 Terms of Payment

4.1

The terms of payment are specified in detail in the order confirmation.

4.2

Our invoices are due for payment immediately and must be settled without deduction. If the customer is in default of payment, we are entitled to charge default interest at the statutory rate for the duration of the default. We expressly reserve the right to assert further claims for damages.

4.3

If, after conclusion of the contract, it becomes apparent that the customer's claim to payment is at risk due to insufficient solvency, in particular due to a lack of creditworthiness, we shall be entitled, after setting a reasonable deadline, to demand immediate security or cash payment without any deduction for all goods delivered and not yet paid for, and advance payment for all goods still to be delivered, as well as to retain goods still to be delivered. If the customer does not meet the above obligations within the specified period, we shall be entitled to refuse delivery, withdraw from the contract, and claim damages.

4.4

The customer may only offset undisputed, legally established or ready-for-decision counterclaims. The customer shall not be entitled to a right of retention for claims that do not arise from the same contractual relationship. Payments shall always be used to settle the oldest debt position due, plus any default interest accrued thereon.

5 Delivery 

5.1

The scope of delivery owed by us is specified in the order confirmation.

5.2

Any drawings and plans provided by the customer, in particular with regard to their specific dimensions, are binding for the execution of the delivery. Delays and additional costs incurred because the information in the customer's drawings and plans is incorrect shall be borne by the customer.

5.3

We are entitled to make partial deliveries to a reasonable extent.

5.4

During the delivery period, we reserve the right to make minor changes to the design, shape, and/or color that are customary in the trade, necessary for production, and reasonable for the customer. 

6 Delivery time and delay in delivery

6.1

Delivery dates or delivery periods are generally non-binding unless they are expressly designated as “binding” by us in the order confirmation. 

6.2

A binding delivery date or delivery period begins upon conclusion of the contract and is subject to the proviso that we receive correct, complete, and timely delivery from our suppliers with whom we have concluded corresponding covering transactions on the basis of the contract concluded with the customer.

6.3

The delivery period shall be deemed to have been met if the subject matter of the contract has left our factory by the end of the period or if we have notified the customer that the goods are ready for shipment.

6.4

The delivery period shall not commence until the customer has duly fulfilled its obligations, such as providing technical data and documents, approvals, and making a down payment or providing a payment guarantee.

6.5

The customer may request delivery six weeks after a non-binding delivery date or a non-binding delivery period has been exceeded. We shall be in default upon receipt of the request. 

6.6

If the customer wishes to withdraw from the contract and/or claim damages in lieu of performance, they must set us a reasonable deadline for delivery after the non-binding delivery date or the non-binding delivery period has been exceeded. Claims for damages are limited in accordance with § 10 below.

6.7

If delivery becomes impossible for us by chance during the delay, our liability for damages is again limited in accordance with § 10. We are not liable if the damage would have occurred even if delivery had been made on time.  

6.8

If we are prevented from fulfilling our obligations under the contract due to circumstances that only became apparent after the conclusion of the contract and for which we are not responsible, in particular due to force majeure, natural disasters, pandemics, industrial action, official intervention, supply difficulties, unforeseeable failure of a supplier to deliver on time with regard to an underlying hedging transaction (e.g. due to the insolvency of the supplier), traffic disruptions, exceptional traffic conditions, unforeseeable operational disruptions, or other similar reasons, our obligation to perform shall be suspended for the duration of the hindrance and to the extent of its effect. We shall not assume any procurement risk in this respect.   

6.9

We will inform the customer immediately that the temporary hindrance or impossibility of performance has occurred and the reasons for this. 

6.10

We will endeavor to procure a replacement as soon as possible. If our costs increase in the event of a replacement procurement, we are entitled to adjust prices for the customer. We will also inform the customer immediately in advance about the possibility of a replacement and any price adjustments. 

6.11

If the suspension of the performance obligation or a price adjustment in accordance with 6.3b) is unreasonable for the customer, the customer is entitled to withdraw from the contract after expiry of a reasonable period to be set by the customer. It is not necessary to set a deadline in the cases specified by law (e.g., Sections 323 (2), 323 (4), 326 (5) of the German Civil Code (BGB) and Section 376 of the German Commercial Code (HGB)).

6.12

We shall not be responsible for non-performance or delayed performance for reasons specified in this Section 6.3. If partial performance has been effected, the customer may only withdraw from the entire contract if he is no longer interested in the partial performance.

7 Transfer of risk and acceptance

7.1

Unless otherwise agreed, delivery shall be “ex works.” The risk of accidental loss and accidental deterioration of the contractual item shall pass to the customer upon handover of the contractual item to the shipping agent, regardless of who bears the freight costs. The same applies upon notification of readiness for shipment if delivery is not made for reasons for which the customer is responsible.

7.2

If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after notification by us of readiness for acceptance.

7.3

If shipment or acceptance is delayed or fails to take place due to circumstances for which we are not responsible, the risk of accidental loss and accidental deterioration shall pass to the customer on the day of notification of readiness for shipment or acceptance.

7.4

If shipment or acceptance of the contractual item is delayed or fails to take place at the customer's request or due to circumstances originating in the customer's area of risk and responsibility, the customer shall reimburse us for the costs incurred for storage, amounting to at least 0.5% of the outstanding invoice amount for each outstanding month, beginning one month after notification of readiness for shipment. The customer shall be entitled to prove that no damage has been incurred or that the damage incurred is significantly lower than the flat rate claimed. We expressly reserve the right to assert further claims.

8 Retention of Title/Ownership

8.1

We retain title to all delivered items and materials until all claims arising from the business relationship have been settled.

8.2

The customer is entitled to resell the goods subject to retention of title insofar as this is in the ordinary course of business. However, as a precaution, the customer hereby assigns to us all claims arising from the resale of the goods subject to retention of title until all current and future claims arising from the business relationship have been paid in full. If the goods subject to retention of title are in the possession of a third party, the customer hereby assigns to us its claims against the third party, in particular its claims for surrender. We accept the assignment in each case.

8.3

The customer's authority to dispose of the goods subject to retention of title shall expire if the customer suffers or is threatened with financial collapse and we revoke our consent to the disposal of the goods subject to retention of title or assert our right of collection due to the customer's conduct, in particular due to default in payment. If our security interests are impaired or endangered by measures taken by third parties, the customer must inform us of this immediately.

8.4

In the event of breach of contract by the customer, in particular in the event of default in payment, we shall be entitled to take back the subject matter of the contract after setting a reasonable deadline. Our taking back of the subject matter of the contract constitutes a withdrawal from the contract. After taking back the subject matter of the contract, we shall be entitled to sell it. The proceeds of the sale shall be offset against the customer's liabilities, less reasonable costs of sale.

9 Notice of Defects and Warranty Rights

9.1

The customer's rights in respect of defects presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with § 377 HGB (German Commercial Code). The customer must inspect the delivered contractual item for conformity with the contract immediately upon receipt. Shortages, incorrect deliveries, and recognizable defects in the contractual item must be reported to us immediately in writing, stating the nature of the complaint. Defects that become apparent later must be reported immediately after they become apparent in the manner described above.

9.2

In the event of complaints, the customer must give us the opportunity to inspect the object of the contract immediately. In particular, the object of the contract must be made available to us at our request and at our expense. In the event of unjustified complaints, we reserve the right to charge the customer for the costs incurred for transport and inspection.

9.3

If the delivered contractual item is defective, we must first be given the opportunity to remedy the defect, which may be done at our discretion either by repair or replacement. Replaced parts become our property.

9.4

In the event of a remedy, we are obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labor, and material costs. 

9.5

The customer shall only be entitled to rescind the contract or reduce the purchase price if we are unable to remedy the defect within a reasonable period of time to be set by the customer, or if subsequent performance would involve disproportionately high costs for us, is unreasonable, or is to be regarded as having failed for other reasons. However, the customer shall not be entitled to withdraw from the contract in the case of minor defects. The customer shall not be entitled to remedy the defect themselves.

9.6

Our liability for damages is limited in accordance with § 10. The same applies to claims for reimbursement of expenses.

9.7

In the event of fraudulent concealment of defects or the assumption of a quality guarantee, further claims by the customer remain unaffected.

9.8

Warranty claims by the customer and identical competing claims arising from non-contractual liability shall become time-barred one year after the transfer of risk in accordance with § 7. In the case of claims for damages in the cases of § 10.1 sentence 1 and § 10.2, the statutory limitation period shall apply, namely also in cases of § 438 (1) No. 2 BGB.

10 Liability for damages

10.1

We shall only be liable for damages, regardless of the legal basis, in cases of intent or gross negligence on the part of our organs or vicarious agents. The above exclusion of liability for simple negligence shall not apply to breaches of material contractual obligations. In the event of a breach of material contractual obligations, liability shall be limited to typical, foreseeable damages.

10.2

Liability for damages due to a guarantee assumed by us or due to liability under the Product Liability Act or other mandatory standards remains unaffected by the above provisions. The same applies to damage caused by injury to life, limb, or health. 

11 Place of Jurisdiction, Applicable Law, Miscellaneous Provisions

11.1

The exclusive place of jurisdiction for all current and future claims arising from the business relationship is our registered office in 23795 Bad Segeberg. This place of jurisdiction also applies to disputes concerning the creation and validity of the contractual relationship.

11.2

The contractual relationship is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods. If the customer is not a citizen of the Federal Republic of Germany, mandatory provisions of the customer’s country of residence shall remain unaffected by these General Terms and Conditions.

11.3

If parts of the above terms and conditions are invalid or waived, the validity of the remaining provisions shall remain unaffected. The contracting parties are obliged to replace invalid provisions with provisions that are legally valid and correspond as closely as possible to the invalid provisions in terms of their meaning, purpose, and economic result.