Delivery and payment terms
1. General Scope
The terms and conditions apply to all current and future business relationships. Consumers within the meaning of these terms and conditions are natural persons with whom a business relationship is entered into, without these persons being attributed a commercial or independent professional activity. Entrepreneurs within the meaning of these terms and conditions are natural or legal persons or legally capable partnerships with whom a business relationship is established, acting in the exercise of a commercial or independent professional activity. Customers within the meaning of these terms and conditions are both consumers and entrepreneurs. Our deliveries and services are provided exclusively based on the following terms and conditions. Deviating, conflicting, or supplementary general terms and conditions shall not become part of the contract, even if known, unless their validity is expressly acknowledged in writing by us.
2. Conclusion of Contract
Our offers are non-binding, and technical changes as well as changes in form, color, and/or weight are reserved within reasonable limits. By placing an order for goods, the customer declares their binding intention to purchase the ordered goods. We are entitled to accept the contractual offer contained in the order within two weeks of its receipt by us. The acceptance can be declared either in writing or by delivering the goods to the customer. If the consumer orders the goods electronically, we will promptly confirm the receipt of the order. The confirmation of receipt does not yet constitute a binding acceptance of the order. The confirmation of receipt can be combined with the declaration of acceptance. The conclusion of the contract is subject to the correct and timely self-delivery by our suppliers. This only applies in the event that the non-delivery is not our fault, particularly in the case of concluding a congruent covering transaction with our supplier. The customer will be informed immediately about the unavailability of the services. The consideration will be refunded immediately. If the consumer orders the goods electronically, the contract text will be stored by us and sent to the customer upon request along with the present terms and conditions via email.
3. Delivery
Unless otherwise agreed, we deliver “ex works.” The delivery period begins on the day of our order confirmation, but not before all details of the execution have been clarified. With the timely notification of shipping readiness, it is considered met if dispatch is impossible without our fault. The delivery times we specify are only approximate. For compliance with delivery deadlines and delivery dates, we are only liable if we have expressly assumed a guarantee. The delivery period is extended – without prejudice to our rights due to the customer’s default, by the period for which the customer is in default with his obligations under this or any other agreement. If we exceed the delivery time, the customer must grant us a reasonable grace period. After the expiration of this grace period, he may withdraw from the contract to the extent that the goods have not been reported as ready for shipment by the deadline. Partial deliveries may not be refused by the customer. Force majeure and events that significantly hinder or make delivery impossible – including subsequently occurring material difficulties, price fluctuations, and official orders – entitle us, even if they occur with our suppliers, to postpone the delivery for the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract for the unfulfilled part without being liable for damages. The customer can request from us a statement on whether we intend to withdraw or deliver within a reasonable period. If we do not provide an explanation, the customer can withdraw. The fault of our suppliers or other third parties on whose cooperation our delivery depends, as well as the fault of our vicarious agents (except in cases of intent), is not our responsibility.
4. Ongoing Transactions
If a specific or unspecified quantity is to be delivered gradually in partial shipments, we will strive to distribute the partial quantities approximately evenly in terms of time and scope; the customer is obligated to accept these partial quantities.
5. Prices
Our prices are in euros, excluding packaging, freight, postage, and insurance.
6. Payment Terms
All invoices are due for payment within 10 days from the invoice date. After this period, the customer will be in default. In case of exceeding the payment term, we are entitled to charge default interest at the rate that the bank charges us for current account loans, but at least 5% above the base rate for consumers and 8% above the base rate for entrepreneurs. If we have undisputedly delivered partially defective goods, the customer is still obligated to make payment for the defect-free portion, unless the partial delivery is of no interest to them. Furthermore, the customer can only offset with legally established and/or undisputed counterclaims. A right of retention can only be exercised if the counterclaim is based on the same contractual relationship. We are entitled to offset claims that are due to us against the customer or that the customer has against us. Set-off is also permissible if the claims or counterclaims are not yet due. In this case, the settlement will be made with value date.
7. Retention of Title
In contracts with consumers, we retain ownership of the goods until the purchase price has been paid in full. In contracts with entrepreneurs, we retain ownership of the goods until all claims arising from the business relationship have been fully settled. The customer is obliged to promptly inform us of any third-party access to the goods, such as in the case of a seizure, as well as any damage or destruction of the goods. The customer must promptly notify us of any change in possession of the goods as well as any change of their own residence. In case of breaches of duty by the customer, or in the event of payment default, we are entitled to withdraw and reclaim after the unsuccessful expiration of a reasonable period set for performance. The statutory provisions regarding the dispensability of setting a deadline remain unaffected. The customer is obliged to return the item. We are entitled to withdraw from the contract if an application for the opening of insolvency proceedings concerning the customer’s assets is filed. The entrepreneur is entitled to resell the goods in the ordinary course of business. He already assigns to us all claims in the amount of the invoice that arise from the resale against a third party. We accept the assignment. After the assignment, the contractor is authorized to collect the receivable. We reserve the right to collect the receivable ourselves as soon as the entrepreneur fails to meet their payment obligations properly and falls into arrears. Any processing or transformation of the reserved goods by the entrepreneur is always carried out for us. If processing is carried out with items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods supplied by us to the other processed items. The same applies if the goods are mixed with other items not belonging to us. The customer holds the property or co-property for us. For the item created through processing, combining, or mixing, the same applies as for the reserved goods.
8. Acceptance
If the goods are to be specifically inspected and accepted by representatives of the customer, this must be explicitly agreed upon at the time of order placement. In the case of such acceptance, we bear the material costs, while the personal acceptance and testing costs are borne by the buyer. If special quality specifications are agreed upon, the purchaser can inspect the goods at the delivery plant; if this right is not exercised immediately after notification of readiness for shipment, the goods are considered contractually delivered upon leaving the delivery plant. As quality specifications, the respective standard regulations of the country of manufacture apply. Opportunity items at exceptional prices as well as IIa and end materials must be inspected before shipping; otherwise, the goods are considered conditionally delivered upon leaving the warehouse or the delivery plant. Subsequent complaints are excluded.
9. Shipping and Transfer of Risk
If the customer is an entrepreneur, the risk of accidental loss and accidental deterioration of the goods passes to the customer upon delivery, in the case of a shipment sale upon delivery of the goods to the carrier, the freight forwarder, or any other person or institution designated to carry out the shipment. If the customer is a consumer, the risk of accidental loss and accidental deterioration of the sold item in the case of a shipment sale also passes to the customer only upon delivery of the item. The same applies to delivery if the customer is in default of acceptance.
10. Liability for Defects
The quality of the goods is determined exclusively by the agreed technical delivery specifications. If we are to deliver according to the drawings, specifications, samples, etc. provided by our customer, the customer assumes the risk of suitability for the intended purpose. Decisive for the contractual condition of the goods is the time of the transfer of risk according to Clause 9. If the customer is a business, we initially provide warranty for the goods at our discretion through repair or replacement. If the customer is a consumer, they initially have the choice of whether the subsequent performance should be carried out by rectification or replacement delivery. However, we are entitled to refuse the chosen type of subsequent performance if it is only possible with disproportionate costs and the other type of subsequent performance remains without significant disadvantages for the consumer. If the subsequent performance fails, the customer can generally demand a reduction in the remuneration (reduction) or the rescission of the contract (withdrawal) at their discretion. In the case of only minor contractual breaches, particularly with only minor defects, the customer does not have a right of withdrawal. Entrepreneurs must notify us of obvious defects in writing within a period of two weeks from receipt of the goods; otherwise, the assertion of the warranty claim is excluded. To meet the deadline, timely dispatch is sufficient. The entrepreneur bears the full burden of proof for all claim requirements, particularly for the defect itself, for the time of detection of the defect, and for the timeliness of the defect notification. Consumers must inform us in writing of any obvious defects within a period of two months from the date on which the non-conforming condition of the goods was discovered. The crucial factor for meeting the deadline is the receipt of the notification by us. If the consumer fails to provide this notification, the warranty rights expire two months after the defect is discovered. This does not apply in cases of the seller’s deceit. The burden of proof for the time of discovering the defect lies with the consumer. If the consumer was induced to purchase the item by incorrect manufacturer statements, the burden of proof for their purchasing decision lies with them. For used goods, the burden of proof for the defect lies with the consumer. If the customer retains the right to withdraw from the contract due to a legal or material defect after a failed subsequent performance, they are not entitled to any additional compensation for the defect. If the customer retains compensation after a failed subsequent performance, the goods remain with the customer if this is reasonable for them. The compensation is limited to the difference between the purchase price and the value of the defective item. This does not apply if we have fraudulently caused the breach of contract. For entrepreneurs, the warranty period is one year from the delivery of the goods. For consumers, the warranty period is two years from the delivery of the goods. For used goods, the warranty period is one year from the delivery of the goods. This does not apply if the customer has not reported the defect to us in a timely manner. If the customer receives a defective assembly instruction, we are only obligated to provide a non-defective assembly instruction, and this only if the defect in the assembly instruction prevents proper assembly. The customer does not receive any guarantees in the legal sense from us. Manufacturer warranties remain unaffected by this.
11. Limitations of Liability
In the case of slightly negligent breaches of duty, our liability is limited to the foreseeable, typical, direct average damage according to the nature of the goods. This also applies in cases of slightly negligent breaches of duty by our legal representatives or vicarious agents. Towards companies, we are not liable for slightly negligent breaches of insignificant contractual obligations. The above liability limitations do not apply to claims by the customer arising from product liability. Furthermore, the liability limitations do not apply to bodily injury and health damage attributable to us or in the event of the customer’s loss of life. Claims for damages by the customer due to a defect expire one year after the delivery of the goods. This does not apply if we can be accused of deceit.
12. Final Provisions
The law of the Federal Republic of Germany applies. The provisions of the UN Sales Convention do not apply. If the customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be our business location. The same applies if the customer does not have a general place of jurisdiction in Germany or if their residence or habitual abode is not known at the time the lawsuit is filed. Should individual provisions of this contract with the customer, including the general terms and conditions, be or become wholly or partially ineffective, the validity of the remaining provisions shall not be affected. The entire or partially ineffective provision shall be replaced by a provision whose economic success comes as close as possible to that of the ineffective one.