Terms and Conditions
1. Scope of Order
The following terms and conditions apply to this order and to all future transactions with the customer. Any conflicting or deviating terms and conditions of the customer, e.g. in order forms, order confirmations, etc., are only binding on us if we have expressly accepted them in writing. In the event that we proceed with delivery without reservation, our terms and conditions will also apply, provided that we are aware of any conflicting or deviating terms and conditions of the customer.
2. Written Form
It is important to know that written confirmation is required for the validity of verbal declarations, additions and ancillary agreements, as well as agreements regarding quality and the assumption of guarantees.
3. Offers and Quotations
Please be advised that our offers are subject to change and quotations are non-binding. Please note that sending price lists, catalogues, brochures and similar documentation does not oblige us to deliver.
4. Delivery Periods and Dates, Delay, Impossibility
It should be noted that delivery periods and dates are non-binding unless they are expressly designated as binding in writing. We reserve the right to make partial deliveries. The delivery period shall be deemed to have been met if, by the end of that period, we have issued a dispatch order or notified the customer that the goods are ready for dispatch. Subsequent requests by the customer for changes or additions shall extend the delivery period accordingly. In any event, time limits shall only commence upon the full performance of all acts of cooperation owed by the customer. Where applicable, time limits shall also commence upon receipt of an agreed down payment. In the event of default by us, or in the event of our obligation to perform being excluded for reasons for which we are responsible, or in the event of our entitlement to refuse performance in accordance with Section 275(2) or (3) of the German Civil Code (BGB), claims for damages shall only arise in accordance with Clause 11. In any event, it is customary for customers to grant us a reasonable grace period of at least three weeks before exercising any rights (claims for damages, withdrawal from the contract). In the event that the customer is in default of acceptance or breaches other obligations to cooperate, we shall be entitled to claim compensation for the damage incurred by us, including any additional expenses.
5. Performance of the Order
Unless expressly agreed otherwise in writing, the goods to be delivered shall possess only the characteristics, specifications, values, etc. expressly stipulated in the contract. These shall constitute guarantees only if we expressly declare that we accept liability for them regardless of fault, or if we expressly designate them as such. We reserve the right to make reasonable deviations from the descriptions and details in our brochures, catalogues or similar sales documents, and to replace components with equivalent or better ones, without the customer being able to derive any rights against us from this. It should be noted that such descriptions, details and advertising statements do not constitute warranty declarations. It is imperative that customers provide us with full details of all facts relevant to the execution of our delivery. We are not obliged to verify the completeness and accuracy of data, information or other services provided by the customer, provided there is no reason to do so in view of the specific circumstances of the individual case.
6. Force Majeure and other Impediments to Performance
In the event of force majeure or other impediments to performance for which we are not responsible, whether affecting us or our suppliers – in particular traffic disruptions, operational disruptions, shortages of materials or energy, strikes or lockouts – we reserve the right to postpone delivery for the duration of the impediment. We will inform the customer without delay of any issues with delivery. In the event that performance becomes impossible due to circumstances beyond our control, we reserve the right to withdraw from the contract.
7. Prices
Invoices for deliveries will be issued at the prices valid on the date of delivery. The agreed prices are ex works, excluding packaging, and do not include VAT. We reserve the right to demand reasonable instalment payments and advance payments.
8. Dispatch and Transfer of Risk
Dispatch is ex works at the customer's expense and risk, unless expressly agreed otherwise. Unless otherwise specified, the method of dispatch is at our discretion. In the event of an agreed collection by the customer, if there is a delay in dispatch that is not attributable to us, the risk shall transfer to the customer on the day the goods are made available by us. In the event of consignments showing signs of damage on arrival, their acceptance may be subject to reservation, pending assessment by the carrier.
9. Terms of Payment
Payment is to be made within 30 days of the invoice date, without deduction. Should the payment deadline be exceeded, we reserve the right to apply interest at a rate that is 8 percentage points above the base rate.
Should circumstances arise after contract conclusion that suggest our claims are at risk due to the customer's inability to pay, we reserve the right to demand advance payments or security. In the event that a customer fails to make a payment, all outstanding claims will become immediately due and payable in cash, regardless of any payment terms that may have been agreed. This policy also applies in instances where we have accepted cheques. In such cases, we reserve the right to refuse deliveries not yet made or to make them conditional upon advance payment or the provision of security. We may also set a reasonable grace period for this purpose. Following the expiry of this period without result, we reserve the right to withdraw from the contract and/or to claim damages.
10. Complaints and Claims for Defects
Should you have any complaints regarding incomplete or incorrect deliveries, or obvious defects, please let us know as soon as possible, and at any rate within two working days of receipt. Should you encounter any other defects, please report them immediately. We ask that you do so within two working days of discovery. All complaints must be submitted in writing, including the relevant invoice and delivery note numbers. In the event of a justified and timely complaint, we shall remedy the defects by means of a replacement delivery. In the event of a replacement delivery failing, the customer may, at their discretion, demand a reduction in payment or withdraw from the contract. No further claims may be asserted. Claims for damages shall only arise in accordance with Clause 11. Should alterations be made to goods delivered by us by the customer or third parties, we shall no longer be liable for any defects. We shall not be held liable for any damage resulting from improper use, incorrect handling, etc.
11. Liability
We shall only be liable for damages in accordance with the following provisions:
In essence, our liability is limited to the following circumstances:
intentional or grossly negligent acts; breaches of material contractual obligations that are culpable;
gifts of guarantee of quality; default; and exclusion of claims for performance as outlined in Section 275 of the German Civil Code (BGB) for reasons that we are responsible for, or where we may refuse to perform.
In the event that we are found to be liable for simple negligence under these provisions, the extent of our liability is limited to compensation for foreseeable damage that is typical for this type of contract. Furthermore, in cases of simple negligence, liability for property damage and financial loss is excluded. Please note that the above liability provisions do not affect the existing provisions for damages resulting from injury to life, limb or health. In accordance with the aforementioned provision, our liability for damages is excluded or limited, and this also extends to the personal liability of our organs, employees, other staff, agents and vicarious agents. It applies to all claims arising from tort (§ 823 BGB), but not to claims under Sections 1 and 4 of the Product Liability Act (ProdHaftG).
12. Limitation Period
In the event of a claim relating to a defect, the limitation period will become time-barred one year after the commencement of the relevant statutory limitation period. Please note that this does not apply to defects for which the statutory limitation period is five years or longer. Please be advised that other contractual claims by the customer arising from breaches of duty also become time-barred one year after the commencement of the statutory limitation period. The statutory limitation periods remain unaffected by the above provisions in the following cases: (i) for damages resulting from injury to life, limb or health; (ii) for other damages arising from an intentional or grossly negligent breach of duty by us, our legal representatives or vicarious agents; (iii) for the Customer's right to withdraw from the contract in the event of a breach of duty for which we are responsible and which does not consist of a defect in the purchased item; (iv) for claims arising from fraudulent concealment of a defect or from a guarantee of quality within the meaning of Section 444 of the German Civil Code (BGB); (v) for claims for reimbursement of expenses pursuant to Section 478(2) of the German Civil Code (BGB).
13. Retention of Title
Goods delivered by us remain our property until all the customer's liabilities arising from the business relationship with us have been settled in full. In the event of any seizures or other threats to our rights arising from third parties, we must be notified immediately in writing, together with all the information we require to bring an action for intervention under Section 771 of the Code of Civil Procedure.
Any processing or transformation of our goods by the customer shall be carried out exclusively on our behalf. In the event of processing with other goods not belonging to us, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of our goods, subject to retention of title to the purchase price of the other processed goods (at the time of processing). In all other respects, the provisions regarding goods subject to retention of title shall apply mutatis mutandis to the new item.
The customer shall hold the sole or joint ownership in safe custody on our behalf. The customer is hereby authorised to resell our goods subject to retention of title in the ordinary course of business. This authorisation is subject to the following conditions:
- The customer must not be in default of payment to us.
- There must not be any prohibition on assignment between the customer and its buyer.
The Customer hereby assigns to us in advance all claims against third parties arising from the aforementioned transactions (including any tortious claims or claims against insurers) in the amount of the respective invoice value (including VAT), even if disposal of the goods was not permissible under the above restrictions. In the event that we are only entitled to co-ownership of the goods, with retention of title, the advance assignment shall be limited to that part of the claim which corresponds to our share of co-ownership, on the basis of the invoice value. Notwithstanding this assignment, the customer shall remain entitled to collect the claims. Should the customer wish to make a claim, they are required to notify us of the assigned claims and their debtors. They must also provide us with all information and documents required for the collection of the claims. Following our specific request, the customer is required to notify the relevant third-party debtors of the assignment to us. The assignment provision also applies to processed and transformed goods, subject to retention of title. We are pleased to inform you that, at the customer's request, we are able to release securities in instances where the realisable value exceeds the secured claims by more than 10% on a sustained basis. In the case of goods subject to retention of title, the realisable value shall be the estimated value, and in the case of claims assigned by way of security, the nominal value, in each case less a deduction of one third.
14. Place of Performance, Applicable Law, Place of Jurisdiction
With regard to all disputes arising from the contractual relationship, the place of performance and place of jurisdiction is Stade. However, we retain the right to bring proceedings against the customer before any other court that has jurisdiction under the law. The law of the Federal Republic of Germany shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
15. Confidentiality and Data Protection
In the event that either party becomes aware of confidential information relating to the other party (in particular regarding technical, commercial and operational matters) in the course of their business relationship, they are obliged to treat such information as confidential. This duty of confidentiality shall remain in force even after the termination of the business relationship. In accordance with the terms of the order, we are duly authorised to process the customer's data, or to have it processed by third parties, in compliance with the relevant data protection regulations. It is our right to include the customer's name in a reference list. We will consult with the customer in advance regarding any other references to them.
16. Final Provisions
In the event that any of the aforementioned terms and conditions are or become invalid, this will not impact the validity of the remaining provisions. In the event of invalid terms and conditions, provisions shall be implemented that most closely approximate the economic purpose of the contract and the appropriate safeguarding of the mutual interests of both parties.
Claims arising from the business relationship between the customer and us are excluded from this agreement.
Please be advised that all previous General Terms and Conditions of Sale, Delivery and Payment are hereby revoked.
Salzwedel, August 2022