General Terms and Conditions

§ 1 Scope

(1) These sales conditions apply exclusively to entrepreneurs, legal entities under public law, or special public funds within the meaning of § 310 paragraph 1 BGB (German Civil Code). We only recognize opposing or deviating conditions of the purchaser if we expressly agree to their validity in writing.
(2) These sales conditions also apply to all future transactions with the contracting party, to the extent that they involve similar legal transactions, even if they are not separately agreed upon again.

§ 2 Offer and Conclusion of Contract

(1) All our offers are subject to change and non-binding unless expressly indicated otherwise. If an order is to be considered an offer according to § 145 BGB, we can accept it within two weeks.
(2) The written contract concluded including these General Terms and Conditions is solely decisive for legal relationships between us and the contracting party. Oral agreements on our part prior to the conclusion of the contract are non-binding and are legally replaced by this contract. Changes to the agreement made including these terms and conditions require written form to be effective. Except for our managing directors and authorized signatories, our employees are not authorized to make oral agreements.
(3) Our information regarding the subject matter of the contract is only approximately decisive unless the usability for the contractually intended purpose requires exact conformity. This information does not constitute guaranteed characteristics, but rather descriptions or identifications of the delivery or service. Commercial deviations that occur due to legal requirements or represent technical improvements are permissible as long as they do not impair the usability for the contractually intended purpose.

§ 3 Provided Documents

(1) We reserve ownership and copyright to all documents provided to the purchaser in connection with the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we expressly grant our written consent to the purchaser. If we do not accept the purchaser’s offer within the period specified in § 2, we may demand that these documents be completely destroyed, including all copies, or returned to us.

§ 4 Prices and Payment

(1) Unless otherwise agreed in writing, our prices are ex-works excluding packaging and plus value-added tax at the respective valid rate. Freight and packaging costs are invoiced separately.

(2) Payment of the purchase price must be made exclusively to the business account specified in the purchase contract. Deduction of cash discount is only permissible with written agreement.

(3) Unless otherwise agreed, the purchase price is to be paid to us within 14 days after delivery. Default interest will be charged at a rate of 8% above the respective base interest rate. We reserve the right to claim higher damages for default.

(4) Unless a fixed price agreement has been made, reasonable price changes that occur 3 months or later after conclusion of the contract remain reserved.

§ 5 Offset and Retention Rights

(1) The contracting party is only entitled to offsetting if its counterclaims have been legally established or are undisputed. The contracting party is only authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.

(2) We are entitled to execute outstanding deliveries or services only against advance payment or provision of security if circumstances become known to us after conclusion of the contract that significantly reduce the creditworthiness of the contracting party or jeopardize the payment of our claims by the contracting party.

§ 6 Delivery and Delivery Time

(1) Unless otherwise agreed, our deliveries are ex-works.

(2) Confirmed deadlines and dates for deliveries and services are always approximate unless expressly agreed otherwise. If we have commissioned shipping, the delivery period and delivery date refer to the time of handover to the carrier or the third party entrusted with the transport.

(3) The commencement of the delivery period specified by us requires timely and proper fulfillment of the obligations of the contracting party. We reserve the right to plead non-performance of the contract.

(4) We are not liable for impossibility of delivery or for delivery delays to the extent that these are caused by force majeure or other events not foreseeable at the time of conclusion of the contract (e.g., operational disruptions of any kind, difficulties in procuring materials, strikes, difficulties in obtaining necessary official approvals, official measures) which we are not responsible for. If such events make delivery or performance substantially more difficult or impossible for us, we are entitled to withdraw from the contract. In the case of temporary obstacles, the delivery and performance deadlines are extended by the period of the hindrance plus a reasonable start-up period. If the contracting party cannot reasonably be expected to accept the delivery or performance due to the delay, it may withdraw from the contract by immediate written declaration to us.

(5) If the contracting party is in default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us, including any additional expenses. Further claims are reserved. If the above conditions are met, the risk of accidental loss or deterioration of the purchased item passes to the contracting party at the time when it is in default of acceptance or debtor’s delay.

(6) In the event of delivery delays not caused intentionally or by gross negligence on our part, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay amounting to 3% of the delivery value, but not exceeding 10% of the delivery value.

(7) Further statutory claims and rights of the purchaser due to a delivery delay remain unaffected.

§ 7 Place of Performance and Transfer of Risk

(1) Unless otherwise agreed in writing, Obernburg shall be the place of performance and the transfer of risk for all obligations arising from the contractual relationship.
(2) In contracts ex works, the risk passes to the contracting party at the latest with the handover of the goods (start of the loading process) to the carrier or the third party commissioned with the transportation of the goods.
(3) If the goods are shipped to the contracting party at their request, the risk of accidental loss or deterioration of the goods passes to the contracting party upon dispatch to the contracting party, at the latest upon leaving the factory/warehouse. This applies regardless of whether the shipment of the goods originates from the place of performance or who bears the freight costs.
(4) We insure the consignment against theft, breakage, transport, fire, and water damage or other insurable risks only upon the explicit request of the contracting party and at their expense.

§ 8 Retention of Title

(1) We reserve ownership of the delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We are entitled to take back the purchased item if the contracting party acts in breach of the contract.
(2) As long as ownership has not yet passed to the contracting party, they are obliged to handle the purchased item with care. In particular, they are obliged to adequately insure it at their own expense against theft, fire, and water damage up to the replacement value. As long as ownership has not yet passed, the contracting party must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not able to reimburse us for the judicial and extrajudicial costs of a claim according to § 771 ZPO (German Code of Civil Procedure), the contracting party shall be liable for the loss incurred by us.
(3) The contracting party is authorized to resell the reserved goods in the ordinary course of business. The claims of the purchaser resulting from the resale of the reserved goods are hereby assigned to us in the amount of the final invoice amount agreed with us (including value-added tax). This assignment applies regardless of whether the purchased item has been resold with or without processing. The contracting party remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the contracting party meets their payment obligations from the proceeds received, is not in default of payment, and in particular, no application for the opening of insolvency proceedings has been filed or payment has been suspended.
(4) Processing or transformation of the purchased item by the contracting party is always carried out on our behalf and in our name. In this case, the right of expectancy of the contracting party to the purchased item continues with the transformed item. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing is done in such a way that the item of the contracting party is to be regarded as the main item, it is agreed that the contracting party transfers proportional co-ownership to us and safeguards the sole ownership or co-ownership thus created for us. To secure our claims against the contracting party, the purchaser also assigns to us such claims that accrue to them from the connection of the reserved goods with a property against a third party; we accept this assignment already now.
(5) We undertake to release the securities to which we are entitled upon request of the contracting party, to the extent that their value exceeds the claims to be secured by more than 50 %.
(6) If we withdraw from the purchase contract due to the contracting party’s breach of contract, we are entitled to demand the return of the reserved goods.

§ 9 Warranty and Notification of Defects

(1) Warranty rights of the contracting party require that they have duly fulfilled their obligations to inspect and notify defects as required by § 377 HGB (German Commercial Code).
(2) Claims for defects shall be time-barred twelve months after delivery of the goods by us to our contracting party.
(3) Prior to returning the goods, our consent must be obtained.
(4) Should the delivered goods exhibit a defect that already existed at the time of the transfer of risk, notwithstanding all due care, we will, subject to timely notification of defects, remedy the defect by repair or deliver replacement goods at our discretion. We shall always be given an opportunity to remedy the defect within a reasonable period.
(5) If the rectification fails, the contracting party may withdraw from the contract or reduce the remuneration accordingly.
(6) There shall be no claims for defects in the event of only minor deviations from the agreed-upon quality, only minor impairment of usability, normal wear and tear, or damage resulting from incorrect or negligent handling, excessive strain, unsuitable operating materials, faulty construction work, unsuitable building ground, or due to special external influences that were not assumed under the contract. If improper repair work or modifications are carried out by the contracting party or third parties, claims for defects for these and the resulting consequences are also excluded.
(7) Claims of the contracting party for necessary expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded to the extent that the expenses increase because the goods delivered by us have subsequently been taken to a location other than the branch of the purchaser.

§ 10 Liability for Damages

(1) Our liability for damages, regardless of the legal basis, in particular for delay, impossibility, breach of contract, incorrect delivery, defective delivery, breach of duty in contract negotiations, and tortious acts, to the extent that culpability is involved, is limited in accordance with this section.
(2) We are not liable:
1. in the case of simple negligence of our organs, legal representatives, employees, or other agents.
2. in the case of gross negligence of our non-managerial employees or other agents, unless it involves a breach of essential contractual obligations.
(3) Insofar as, according to the above paragraphs, we are liable in principle for damages, our liability is limited to damages that we foresaw as possible consequences of a breach of contract at the time of conclusion of the contract or that we would have had to foresee considering the circumstances known to us or which should have been known to us when applying customary care. Indirect and consequential damages resulting from defects in the delivered item are only recoverable to the extent that such damages are typically expected in the case of proper use of the delivered item.
(4) In the event of liability for simple negligence, our obligation to compensate for property or personal injury is limited to an amount of €1 million per damage event, even if it involves a breach of essential contractual obligations.
(5) The above liability exclusions and limitations apply to the same extent in favor of our organs, legal representatives, employees, and other agents.
(6) The limitations in this section do not apply to our liability for intentional conduct, for guaranteed characteristics, for injury to life, body, or health, or under the Product Liability Act.

§ 11 Final Provisions

(1) This contract and all legal relationships between the contracting parties shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance and exclusive place of jurisdiction for all disputes arising from this contract shall be our registered office, unless otherwise specified in the order confirmation.
(3) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected thereby. The parties undertake to replace the ineffective provision with a legally permissible provision that comes closest to the economic purpose of the ineffective provision or fills this gap.