Terms & Conditions
Our General Terms and Conditions of Sale, Delivery and Payment (hereinafter referred to as our "Terms and Conditions") shall apply exclusively; unless we have expressly consented to them in writing, we shall not recognise any of the Customer's own conditions which are contrary to or vary from our own. Our Terms and Conditions shall also apply where we have made an unconditional delivery to the Customer despite being aware that the Customer's conditions are contrary to or vary from our own Terms and Conditions.
Our Terms and Conditions shall also apply to future deliveries irrespective of whether or not reference has been made to them.
Offers, Prices
An order placed by the Customer constitutes a binding offer. We will confirm the offer by sending an eletronic fulfillment confirmation. We are entitled to accept the offer within a period of one week by forwarding an order confirmation or by delivering the goods. Offers previously made by us shall remain non-binding.
All prices are net prices. Thus value added tax at the rate applicable on the date of the invoice shall be added to the net price.
If by the time the goods are delivered their price has increased due to changes in the market price or due to an increase in the price of a third party involved in providing the goods, the higher price shall apply. In the event that the increase in price is 20% or more, the Customer shall be entitled to rescind the contract. The Customer's right of rescission must be asserted immediately after notification of the increased price.
Place of Performance and Shipment
The place of performance for the delivery is the place of shipment. We shall only take out insurance at the request of and at the expense of the Customer.
Delivery and Acceptance
We reserve the right to deliver the goods. We shall be entitled to rescind the contract if our own suppliers fail to deliver the goods, do not deliver the correct goods or do not deliver the goods on time.
If we have agreed to delivery deadlines and these have been made the basis for the placing of the order, such deadlines shall be extended in the event of strikes or force majeure for the duration of the delay. This shall also apply where such circumstances affect our subsuppliers. The same shall apply where the Customer does not fulfil its obligations to co-operate.
If assertion of the Customer's rights requires that it specify a reasonable period for subsequent performance, the period specified shall be at least two weeks.
Delivery shall only be made to the agreed place. Subsequent changes made by the Customer to its order must be confirmed in writing by us. Costs that result from the changes or further delivery attempts shall be borne by the Customer.
The Customer must notify us of any shortfalls in the goods or transport damage to them on the same day as it receives them. The Customer shall not be entitled to complain of breakage and shrinkage which is within the boundaries customary in the trade.
If the Customer refuses to accept delivery, it shall be responsible for costs and damage as well as additional transportation costs and transportation risks. We shall only accept return shipments if we have agreed to do so in writing in advance.
Defects in Quality, Rights of Set-Off and Retention and Assignment of Claims
Where the Customer gives notice of the defect in due time and such notice is justified, we shall be entitled to select the way in which we will make a second attempt to perform our obligations under the contract (subsequent performance).
The warranty period shall be one year in all cases. The statutory limitation period for our rights of recourse pursuant to section 478 and section 479 of the German Civil Code (Bürgerliches Gesetzbuch) shall remain unaffected. This shall not apply to damages claims for defects. Clause 5 shall apply to damages claims for defects.
We do not make any guarantees in the legal sense to the Customer.
The Customer shall not be entitled to set off its claims against us against our claims against it unless its claims are undisputed by us or nonappealable.
The Customer shall only be entitled to the assertion of a retention right to the extent that its counterclaim against us arises from the same contractual relationship.
The Customer may not assign its claims arising under the purchase contract to a third party without our consent.
Liability for Damage
Our liability for breach of contract and tort shall be limited to intentional wrongdoing or gross negligence on our part and to the damage that typically occurs. This limitation shall not apply to bodily injury, death or illness of the Customer, claims based on the breach of fundamental obligations (i.e. obligations resulting from the nature of the contract and whose breach would endanger the achievement of the purpose of the contract) and compensation for damages for late performance (section 286 of the German Civil Code). To this extent we shall be liable for any degree of negligence. Our liability obligations shall be limited to the compensation of the usually foreseeable damage. Our liability for default in delivery shall be limited to lump sum compensation amounting to 0.5% of the value of goods for each completed week of default; however, our liability shall not exceed 5% of the value of the goods.
The aforementioned exclusion of liability shall also apply to breaches of obligation by our vicarious agents based on slight negligence.
If our liability for damage caused by slight negligence, which is not based on the bodily injury, death or illness of the Customer, is not excluded, claims arising against us shall be statute-barred within one year from the time they arise. In the case of a claim for damages based on a defect, the claim shall be statute-barred within one year from the time the goods are handed over.
To the extent to which our liability for damages is excluded or limited, this also applies in respect of the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
Payment
The purchase price must be paid within 14 days of delivery. The relevant date for determining whether payment has been made on time shall be the date that we receive the money. The Customer shall be in default of payment upon expiry of the above-mentioned deadline without any necessity on our part for sending a special reminder notice.
The consequences of a default in payment shall be governed by the relevant statutory provisions.
Payments shall be made without any deductions unless there is a special agreement to the contrary.
Reservation of Title
We reserve title to the goods until all our claims against the Customer have been satisfied even if payment has already been made for the goods in question.
The Customer shall be obliged to inform us without delay of any judicial enforcement proceedings by third parties against the reserved goods and supply us with the documents required by us for intervention. The same shall apply to interference of any kind with the goods. Irrespective thereof the Customer must inform the third parties in advance of the rights that exist in relation to the goods. If the third party is unable to compensate us for the costs of our intervention, the Customer shall be liable for our costs.
The Customer herewith assigns to us as security any claims it may have against its purchasers arising from any resale or lease of the reserved goods; this assignment is immediate and shall continue to exist until all our claims have been satisfied. If the Customer processes the reserved goods or it transforms them or it combines them with something else, we shall acquire direct ownership of the item produced. Such item shall then be deemed to be subject to a reservation of title.
If the value of the securities for our claims against the Customer exceeds 20%, it may request that we release the corresponding value of securities; we shall be entitled to select which securities are to be released.
The Customer shall be obliged to keep the goods in good condition for the duration of our right to reserve title to the goods. We shall be entitled to inspect the reserved goods at any time. The Customer shall be obliged to insure the reserved goods adequately and at its own expense against damage of all kinds. At the same time, it shall assign all of its rights under the insurance policy to us.
In the event of the Customer's default in payment, we shall be entitled to demand that it immediately surrender the reserved goods.
Form of Declarations
All legally significant declarations and notifications made by the Customer to us or to a third party must be in writing.
Jurisdiction, Choice of law
The law of the Federal Republic of Germany shall apply to this contract; the application of the United Nations Convention on the International Sale of Goods is excluded.
The courts at the place where we have our place of business shall have exclusive jurisdiction for all claims of the contracting parties.
Moreover, we take part in out-of-court dispute resolutions at arbitration boards.
The responsible institution is Allgemeine Verbraucherschichtungsstelle des Zentrums für Schlichtung e.V., Straßburger Straße 8, 77694 Kehl (www.verbraucher-schlichter.de).
Further information will be available at the European Commission’s ODR platform
(https://ec.europa.eu/consumers/odr/main/?event=main.home.show).