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Terms and Conditions

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Art. 1 Scope

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Our general terms and conditions apply exclusively.

They apply to entrepreneurs (Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law.

We do not accept any deviating general terms and conditions of the customer unless we have agreed to their validity in writing.

Our general terms and conditions also apply if we carry out the delivery without reservation despite being aware of the customer's deviating general terms and conditions.

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Art. 2 Offers, documents

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1. Our offers are subject to change without notice.

2. We reserve ownership and copyright to illustrations and drawings, calculations, and other files and documents; they may not be made accessible to third parties. This applies in particular to files and documents marked as confidential; the customer requires our express consent before disclosing them to third parties.

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Art. 3 Prices, payment terms, early repayment, right of withdrawal, default, right of retention, offsetting, counterclaim

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1. Unless otherwise agreed, all prices are ex works Dieburg, excluding freight, insurance, customs duties, agreed installation, foreign taxes, etc., plus the applicable VAT. If delivery is agreed, delivery shall be free curbside at the agreed unloading point. For installation services, utility connections, especially for electricity and water, must be provided on site at the customer's expense. Chiseling, masonry, and electrical work are to be carried out by the customer. If an agreed installation, assembly, or commissioning is delayed through no fault of our own, the customer shall bear the resulting additional costs, in particular the costs for waiting time and additional travel required by our personnel.

2. The price list valid on the date of the order applies to orders, unless otherwise agreed. If installation, assembly, or commissioning is agreed, the rates valid on the date of the order also apply.

3. Unless otherwise agreed, invoices must be paid net within 8 days of the invoice date less a 2% discount, or at the latest within 30 days of the invoice date. Payment orders, checks, or bills of exchange will only be accepted by special agreement and always only on account of performance. The costs of discounting and collection shall be borne by the customer.

4. If, after the conclusion of the contract, the customer's financial circumstances deteriorate significantly or change, jeopardizing our claim to consideration, or if such a situation already existed at the time the contract was concluded but only became known subsequently, we may refuse to perform until consideration is provided. This applies in particular to cases involving unsuccessful enforcement measures, bills of exchange or check protests, self-insolvency applications, moratorium efforts, liquidation, or similar. In these cases, we may set the customer a deadline for providing consideration or providing security. If the consideration or security is not provided, we are entitled to withdraw from the contract.

5. Our claims may only be offset against recognized or legally established claims. Counterclaims are excluded. The customer is only entitled to assert a right of retention if their claim is based on the same contractual relationship.

6. The supplier has the right to sell receivables to the factor.

The debtor will be informed of this; payments can then only be made to the factor's account, discharging the debt.

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Art. 4 Freedom from performance, delivery time, partial delivery, right of withdrawal

  

1. Timely and correct self-delivery remains reserved unless we have provided a guarantee regarding the successful performance of the service, and furthermore, unless we have assumed a procurement risk.

2. The start of the delivery time specified by us requires the timely receipt of all documents and information to be provided by the customer, as well as the clarification of all details of the order, in particular all technical questions, approval of drawings, delivery of any required parts, etc. This also applies to assembly services. Partial deliveries are permissible as long as they are reasonable.

3. We are not responsible for delivery delays due to force majeure or other circumstances beyond our control, in particular traffic disruptions or operational disruptions for which we are not responsible, strikes, lockouts, raw material shortages, or war, unless we have provided a guarantee regarding the successful performance of the service, and furthermore, unless we have assumed a procurement risk. If, in this case, we are unable to deliver within the agreed delivery time, the delivery time will be extended accordingly. If, in this case, an impediment to delivery persists beyond the reasonably extended delivery period, we are entitled to withdraw from the contract.

4. If we are unable to meet the agreed delivery time, the customer is obligated, at our request, to declare within a reasonable period of time whether they still insist on delivery. If they do not declare their intention, we are entitled to withdraw from the contract or to terminate the contract after a reasonable period of time.

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Art. 5 Transfer of risk, delivery

  

1. Unless otherwise stated in the order confirmation, delivery is agreed "ex works Dieburg." Shipping is always at the customer's risk, even if delivered from a location other than the place of performance – and even if delivery is freight-free and/or by our own personnel or vehicles.

2. If delivery by us is agreed, the customer must provide qualified personnel and any necessary technical equipment (e.g., forklifts) in a timely manner to ensure smooth unloading. It is assumed that the vehicle can drive directly to the unloading location and be unloaded immediately. If these conditions are not met, any additional costs incurred will be invoiced separately.

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Art. 6 Claims for defects

 

1. Delivered goods must be inspected by the customer, as far as this is feasible in the ordinary course of business, immediately, and at the latest within one week of delivery. If a defect becomes apparent, we must be notified immediately, and at the latest within one week of delivery. If the customer fails to notify us, the goods shall be deemed approved, unless the defect was not apparent upon inspection. If such a defect becomes apparent later, notification must be made immediately after discovery; otherwise, the goods shall be deemed approved, even with regard to this defect. Sections 377 and 381 of the German Commercial Code (HGB) remain unaffected. The customer is not released from his obligation to inspect, even in the event of recourse by the entrepreneur under Section 478 of the German Civil Code (BGB). If, in such cases, the customer fails to immediately notify us of the defect asserted by his customer, the goods shall be deemed approved, even with regard to this defect.

2. In the event of subsequent performance due to defects, we are only obligated to bear the necessary expenses, in particular transport, travel, labor, and material costs, to the extent that these are not increased by the fact that the item was transported to a location other than the customer's registered office or commercial branch to which it was delivered. (This clause does not apply in the case of recourse under Section 478 of the German Civil Code (BGB).)

3. The customer's claims for defects, including claims for damages, expire after one year. This does not apply in the case of recourse under Section 478 of the German Civil Code (BGB), nor does it apply in the cases of Sections 438 (1) No. 2 of the German Civil Code (BGB) and 634a (1) No. 2 of the German Civil Code (BGB). This also does not apply to claims for damages due to injury to life, body, or health, or due to a grossly negligent or intentional breach of duty by us or our vicarious agents.

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Art. 7 Liability for damages and reimbursement of expenses

  

1. In the event of our liability for damages, the following applies: a. If the claims are based on an intentional or grossly negligent breach of duty by us, our representatives, or our vicarious agents, we are liable for damages in accordance with the statutory provisions. b. Unless otherwise provided under a., our liability for damages is excluded.

2. The exclusions and limitations of liability under Section 1 apply not only to contractual claims, but also to other claims, particularly tort claims. They also apply to claims for reimbursement of wasted expenditure in lieu of performance.

3. The exclusions and limitations of liability under Section 1 do not apply to any existing claims under Sections 1 and 4 of the Product Liability Act or for culpable injury to life, body, or health. They also do not apply if we have provided a guarantee for the quality of our goods or the successful performance of the service or a procurement risk and the warranty claim has occurred or the procurement risk has materialized.

4. We shall only be liable for assuming a procurement risk if we have expressly assumed the procurement risk in writing.

5. To the extent that our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives, and vicarious agents.

6. The above provisions do not involve a reversal of the burden of proof.

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Art. 8. Supplementary and deviating provisions in international contracts

 

1. If the customer has its registered office outside the Federal Republic of Germany, the following provisions apply in addition to Articles 1-7 and 9: a. We are not liable for the permissibility of the use of the delivered item stipulated in the contract according to the regulations of the recipient country. We are also not liable for taxes incurred there. b. We are not liable for delivery impediments caused by government measures, in particular import or export restrictions.

2. If the customer has its registered office outside the Federal Republic of Germany and the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna Convention on Contracts for the International Sale of Goods) applies in its currently valid version, the following provisions also apply: a. Amendments or cancellations of the contract must be made in writing. b. Instead of Articles 6 and 7, the following applies: aa. We are only liable to the customer for damages in accordance with the statutory provisions if a breach of contract is based on an intentional or grossly negligent breach of contract for which we, our representatives, or vicarious agents are responsible. We are also liable in accordance with statutory provisions if we breach a material contractual obligation. The above limitation of liability does not apply to any existing claims under Sections 1 and 4 of the German Product Liability Act or to claims for injury to life or limb caused by the goods. bb. If delivered purchased goods do not conform to the contract, the customer is only entitled to cancel the contract or request a replacement delivery if claims for damages against us are excluded or if it is unreasonable for the customer to dispose of the non-conforming goods and claim the remaining damages. In these cases, we are initially entitled to remedy the defect. If the remedy of the defect fails and/or leads to an unreasonable delay, the customer is entitled, at his or her discretion, to declare the contract cancelled or to demand a replacement delivery. The customer is also entitled to do so if the remedy of the defect causes unreasonable inconvenience or if there is uncertainty regarding the reimbursement of any expenses incurred by the buyer. cc. The customer's claims for defects expire after one year.

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Art. 9 Retention of title Security

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1. Ownership of the delivered goods remains reserved until all payments under the contract have been received.

2. In the event of seizures and other interventions by third parties, the customer must notify us immediately in writing to protect our rights (e.g., lawsuits under Section 771 of the Code of Civil Procedure). If the third party is unable to reimburse us for the legal or extrajudicial costs of a lawsuit pursuant to Section 771 of the Code of Civil Procedure, the customer shall be liable for any losses incurred by us.

3. The customer is entitled to resell and use delivered goods in the ordinary course of business; however, the customer hereby assigns to us all claims arising from the resale against its customers or third parties in the amount of the value of the reserved goods, regardless of whether the delivered goods were resold without or after processing. The value of the reserved goods shall be the final invoice amount agreed with us (including VAT). If the resold reserved goods are co-owned by us, the assignment of the claims extends to the amount corresponding to our share of the co-ownership. The customer is not entitled to any other disposal of the goods, in particular to pledging or transferring them as security.

4. The customer remains authorized to collect the claim from the resale even after the assignment until revoked by us. Our authority to collect the claim ourselves remains unaffected. However, we undertake not to collect the claim and not to revoke the customer's collection authorization as long as the customer meets its payment obligations from the proceeds received, is not in default of payment, has not filed an application for the opening of insolvency proceedings, or has not suspended payments. If this is the case, however, we may demand that the customer disclose to us the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify its debtor of the assignment.

5. Any processing or transformation of the delivered goods by the customer is always carried out on our behalf. The customer's expectant right to the delivered goods continues to apply to the transformed item. If the delivered goods are further processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of the delivered goods to the other processed items at the time of processing. In all other respects, the same applies to the item created through processing as to the goods delivered subject to retention of title.

6. If the delivered goods are inseparably mixed, blended, or combined with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of the delivered goods to the other items at the time of mixing, blending, or combining. If the transaction occurs in such a way that the customer's item is to be considered the main item, it is hereby agreed that the customer transfers proportionate co-ownership to us and holds the sole or co-ownership for us free of charge.

7. We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10% or the nominal amount by more than 50%; the selection of the securities to be released shall be at our discretion.

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Art. 10 Applicable law, place of performance, place of jurisdiction

 

1. This contract is governed by the laws of the Federal Republic of Germany.

2. The place of performance for all services under this contract is 64807 Dieburg, Germany.

3. For contracts with merchants, legal entities under public law, special funds under public law, and foreign nationals who do not have a domestic place of jurisdiction, the place of jurisdiction is 64807 Dieburg, Germany. However, we reserve the right to also bring legal action at the customer's registered office.

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Art. 11 Miscellaneous

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Should any provision of this Agreement be or become invalid, the validity of the remaining provisions of this Agreement shall not be affected. In this case, the parties are obligated to replace the invalid provision with a provision that economically corresponds to what the parties would have agreed upon had they known of the invalidity.