General Terms & Conditions

Sale, delivery and payment conditions

1. Application

The following general sale, delivery and payment conditions (hereinafter “Terms”) apply to all transactions between us and the buyer for the sale and supply of goods. They also apply to all future business transactions, even if no express reference is made to these Terms at that time. Deviations to these Terms by the buyer - unless explicitly acknowledged by us - are non-binding even if they are not explicitly opposed. The following Terms apply even if we fulfill an order without reservations, despite having knowledge of conflicting or divergent conditions of the buyer.

2. Terms of sale

Offers are non-binding and subject to confirmation. Drawings, illustrations and specifications are non-binding unless expressly stated otherwise. All contracts and purchase orders issued by us directly or through representatives, require our explicit approval in the form of a confirmation order issued within two weeks, either in writing, fax, or in electronic form. Approval may also take the form of delivery of ordered goods within the same time period.

By placing an order, the buyer acknowledges his ability to meet the terms of payment for that order by the expected (delivery under normal circumstances) delivery date of goods. In the event that the buyer's ability to meet these terms should be called into question, or should a significant deterioration in the buyer's financial situation arise, we are entitled to demand either payment in advance or a security deposit as a prerequisite to fulfill the order. This applies particularly in the event of negative credit information. In such cases, we reserve the right to cancel the order without being subject to damages or liability, if all the circumstances of the individual case have been taken into account and having assessed the risk, we deem it unacceptable for us to conclude the transaction.

3. Delivery period

Dates and times pertaining to delivery are non-binding and subject to change; they are approximations unless otherwise explicitly agreed upon. We shall not be liable for delivery delays caused by unforeseen events beyond our control, such as strike, fire, operational or manufacturing breakdown either in our works or in the works of our suppliers.

Should the underlying purchase contract be a contract where a stipulated date is involved as defined in § 286 para. 2 No. 4 BGB (German Civil Code) or in § 376 HGB (German Commercial Code), we are liable in compliance with statutory provisions. The same applies if, as a result of our delay or failure to deliver, the buyer is entitled to claim that his interest in further fulfillment of the sales contract has lapsed. In this event, our liability is restricted to foreseeable and typical compensation, as long as the delivery failure is not in deliberate violation of the sales contract.

In the event that our delay or failure to deliver is caused by an essential violation of the sales contract on our part, we are liable under statutory provisions with the understanding that our liability is restricted to foreseeable compensation typical in such a case. Otherwise, the buyer is entitled to claim payment of a flat-rate compensation for delayed delivery in the amount of 3% of the delivery value per full week of delay. Subsequent claims for damages resulting from delayed delivery are excluded. The other legal claims and rights of the buyer remain unaffected.

We are entitled to make partial deliveries and/or substitutions, provided this is acceptable to the buyer.

In the event that the buyer is unable or unwilling to accept delivery, we are entitled to compensation for damages as well as reimbursement for any additional expenses incurred. The same applies if the buyer intentionally violates his obligation to cooperate with delivery. Upon failure to accept delivery or default of payment, the risk of accidental damage or loss of goods passes to the buyer.

Uninsured loading and shipping is carried out at the risk of the buyer. Shipping method is curbside delivery. Should goods be damaged on arrival, the buyer is obligated to immediately notify us of the damage along with any claims for compensation. We will do our best to take into account the shipment and delivery needs of the buyer; however, resulting extra costs - even those occurring with free delivery - will be borne by the buyer. With the exception of pallets, we do not accept returns of packaging used for transport or any other regulated packing materials. The buyer is responsible for the disposal of packaging at his own expense. If the delivery is delayed upon request of the buyer or due to fault on his part, goods will be stored at the expense and risk of the buyer. In this case, notification of readiness for delivery will be considered to be equal to delivery.

4. Prices, payment, default

Our prices are ex-works and do not include packaging, unless otherwise expressly noted on the order confirmation. VAT is also excluded from the price, and will be listed on the invoice separately at the rate applicable on the day of invoicing. Unless otherwise agreed upon, prices valid on the day of delivery will be applied.

If no other payment date has been listed on the order confirmation, the purchase price is due immediately without any deductions upon receipt of the invoice. Reductions in price are only valid in the case of a specific written agreement between us and the buyer. Payment shall be considered complete only when funds have cleared. In the case of check payments, payment shall be considered complete only when the check has cleared.

We are entitled to instruct a debt collection agency to collect outstanding payments on our behalf. In this event, the buyer will be duly notified upon his invoice, and the debt will only be released upon payment of the buyer to the designated creditor's specified account.

In the event that the buyer does not meet the payment deadline, we are entitled at our discretion to terminate the contract, suspend further deliveries or services, or to charge interest on late payments until payment has been made in full. Receipt of a payment reminder indicates that the buyer has defaulted on a payment. A reminder is not necessary if the payment is to be made by a specified date or within a certain time period for services or goods supplied.

Payment is considered late, even without a written warning, after 30 days after receipt of the invoice, or, should the date of invoice be unclear, 30 days after receipt of goods. We are authorized to charge default interest in the amount of 8 percentage points above the basic interest rate. Our right to further claims for damages caused by payment default remains unaffected. Obligation lies upon the buyer to prove that no damages or at most, minor damages, have resulted from late payment. Regardless of whether complaints or counterclaims have been asserted, any set-off by the buyer shall be permitted only if his claim is either undisputed, recognized by us to be valid, or has been determined in court to be legally binding. The buyer shall only be entitled to assert a right of retention if his counterclaim is based on the same contractual relationship.

5. Warranty and liability

The buyer's warranty claims are valid only if made in accordance with Section 377 of the German Commercial Code regarding examination of defects. Defects must be reported to us in writing immediately and sent by registered mail, specifying the exact nature of the defect. Distributors or representatives are not authorized to process claims regarding defects. Initial acceptance of the claim does not negate our right to consequently declare the claim invalid due to late filing or improper form. Slight deviations in the design, dimensions, colors, sizes and weights, are not valid reasons for complaint. Should the buyer's claim be determined valid, we will at our discretion either repair the defect within a reasonable time period, replace the goods, or offer a price discount corresponding to the extent of the defect. At our request, the disputed goods are to be returned, post paid and packaged accordingly without cost to us. Returns, payment deductions, offsetting or withholding of payments without our express permission is not permitted. Further claims, especially for damages or lost profits are not permitted. Discrepancies in sizes or design, particularly for custom orders or reorders, do not qualify as valid reasons for complaint, unless compliance to specific dimensions and colors has been explicitly agreed upon.

The buyer is not permitted to withhold payment due to counterclaims or offset payments with counterclaims.

In the event that we are responsible for a defect, we are obligated to provide compensation through repair or replacement, unless we are entitled by law to deny compensation. This compensation precludes the buyer's right of withdrawal from the contract or reduction in price. The buyer must allow for an appropriate period of time for compensation. The buyer may choose between a reduction in price or withdrawal from the contract only in the event that compensation fails. Compensation will be regarded as having failed after a second unsuccessful attempt, unless further attempts are deemed appropriate for the buyer under the stipulations of the contract. Claims for damages due to defects may only be asserted by the buyer under the following conditions after compensation has failed.

The warranty is valid for one year after delivery of the goods to the buyer, unless we have fraudulently concealed the defect.

We are obligated by law to accept returns of new goods or offer a price reduction even without the normally required deadlines, if the buyer's end customer - the consumer of the new movable item (sale of consumer goods) - requires the buyer to accept a return or to reduce the sales price because of the defect. This also applies if the buyer is faced with a similar right of recourse as a result of the defect. Moreover, we are obligated to refund costs incurred by the buyer - particularly shipping and handling expenses as well as labor and material costs - from subsequent transactions with the end consumer as a result of defects existing at the time of the passing of risk to the buyer. This obligation is excluded if the buyer has failed to duly examine and report defects in accordance with Section 377 of the German Commercial Code. We are not obligated to accept returns if the defect is based on advertising statements or other contractual agreements not originating from us, or if the buyer has given the end consumer a special guarantee. We are also excluded from this obligation if the buyer himself is under no such obligation under law to provide the warranty to the end consumer or has not acted upon claims filed against him. The same exclusion applies if the buyer has given the end consumer a warranty that exceeds legal standards.

We are liable according to law for injury to life, body and health arising from gross negligence or intent, as well as for damages covered by the Product Liability Act. Liability for damages is limited to foreseeable, standard damages provided that we have not acted with intent. We are liable to the extent to which we have offered a warranty regarding the workmanship and/or durability of the goods or parts thereof. For damages resulting from a lack of workmanship or durability which do not directly affect the goods themselves, we are liable only if the risk of such damages is expressly covered under the warranty.

Further liability is excluded, regardless of the legal nature of the claim. This applies in particular to claims based on tort or claims for compensation of wasted expenses in lieu of performance. Where our liability is excluded or restricted, this shall also apply for the personal liability of our salaried personnel, employees, associates, representatives and anyone acting on our behalf.

Claims for damages by the buyer due to defects become invalid after one year from delivery of the goods. This does not apply in cases involving injury to life, body or health, or in cases of intentional violation.

6. Retention of title

Unpaid delivered goods(conditional goods) remain our property until all payments, including all outstanding current or future invoices, are paid in full. Should we find the buyer in breach of contract (e.g. in case of payment default), we reserve the right to reclaim the goods after a reasonable grace period. The reclamation or seizure of conditional goods represents cancellation of the contract. We reserve the right to resell the goods after reclamation. After calculating an appropriate value for recovery and restocking fees, the amount still owed from the buyer may be offset with the resale value.

The buyer is obligated to handle conditional goods with care and to insure them at his own expense at full sale value against fire, water damage, and theft. The buyer is entitled to display or use conditional goods in business transactions as long as he is not in default of payment, or there are no existing conditions as described in section 2, paragraph 2 above. Mortgage or transfer of ownership as security on a debt is not permitted. The buyer must assign all accounts receivable(including the outstanding balance of current accounts) arising from resale or other legal grounds (insurance, torts) concerning the goods to us in full as security; we hereby accept the transfer. The buyer has authorization, until revoked, to collect payments/receivables assigned to us in his name on our behalf. This authority may be revoked at any time if the buyer does not properly meet his payment obligations. At our request, the buyer is obligated to inform his end consumers of the assigned accounts, and to provide us with all particulars and required documentation needed to assert our rights over their respective accounts.

Without our express permission, the buyer is not authorized to use this claim as collateral for a creditor unless the creditor is simultaneously obligated to compensate us without delay the amount owed to us by the buyer.

In the event that the conditional goods are processed or reworked with other items that are not our property, we shall acquire joint ownership of the new product according to the ratio of the value of the conditional goods (invoice total amount including VAT) to the value of the other processed items at the time of such processing. The same terms apply to the new object as to the conditional goods.

In the event that the conditional goods are inextricably combined with other items that are not our property, we shall acquire partial ownership of the new product according to the ratio of the value of the conditional goods (invoice total amount including VAT) compared to the value of the combined items at the time at which they are combined. In the event that the property of the buyer may be considered the main product in such a combination, it is agreed that the buyer shall transfer proportional ownership rights of the product to us; we hereby accept the transfer. The ensuing sole ownership or partial ownership shall be held by the buyer on our behalf.

In the event that a third party has access to the goods, particularly in case of collections or seizures, the buyer shall inform the third party of our claim to the property and notify us immediately so that we may assert our right of ownership. If the third party cannot refund resulting costs that arise both in and out of court, the buyer shall be liable for these costs. We are obligated to release our entitled collateral to the extent that the current value of our collateral exceeds the claim by more than 25%. We are entitled to determine which collateral goods are to be released.

Should the buyer or his creditor apply for bankruptcy or if bankruptcy proceedings have been instituted against his assets, we are entitled to assert the same rights over the creditor or liquidator as we had over the buyer.

7. Catalogs, images

All catalogs, diagrams, calculations, drawings and other images as well as other documents provided to the buyer, are protected under copyright and trademark law. They may be passed on to a third party or otherwise be made available only with our written consent, whether or not we have marked them as confidential.

8. Place of jurisdiction

Our headquarters shall serve as the place of jurisdiction for payments and deliveries (including checks and bills of exchange) as well as for all disputes arising from contracts between us and the buyer. As long as the buyer is a merchant, a legal entity under public law, or special fund under public law, our headquarters shall serve as the exclusive and primary court of jurisdiction for all mediated and unmediated disputes concerning the contractual relationship. We are, however, also authorized to bring action at the buyer's place of residence or business.

Should individual clauses either in these Terms or in conditions in the context of other agreements be or become invalid, the validity of the remaining clauses remains unaffected.

9. Further Provisions

In the event of disputes or claims arising from these Terms, the original German language version and it alone shall be legally binding.