§ 1 Scope, Form

(1) These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers („Buyers“). The GTC apply only if the Buyer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law, or a special fund under public law.

(2) These General Terms and Conditions apply in particular to contracts for the sale and/or delivery of movable goods („Goods“). Unless otherwise agreed, these General Terms and Conditions, in the version valid at the time of the buyer's order or, in any case, in the version last communicated to the buyer in text form, shall also apply as a framework agreement to similar future contracts without us having to refer to them again in each individual case.

(3) Our General Terms and Conditions apply exclusively. Any differing, conflicting, or supplementary terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of express agreement applies in all cases, for example, even if the buyer refers to its own terms and conditions when placing an order and we do not expressly object to them.

(4) Individual agreements (e.g., framework supply contracts, quality assurance agreements) and information in our order confirmation take precedence over these General Terms and Conditions. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® published by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of conclusion of the contract.

(5) Legally relevant declarations and notices from the buyer relating to the contract (e.g., setting deadlines, notification of defects, withdrawal, or price reduction) must be submitted in writing. For the purposes of these General Terms and Conditions, "in writing" includes both written and electronic form (e.g., letter, email, fax). Statutory form requirements and further evidence, particularly in cases of doubt regarding the declarant's authorization, remain unaffected.

(6) References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly amended or expressly excluded in these General Terms and Conditions.

§ 2 Conclusion of Contract

(1) Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – including in electronic form – to which we reserve ownership and copyright.

(2) The buyer's order of goods constitutes a binding offer to enter into a contract. Unless otherwise stated in the order, we are entitled to accept this offer within 7 working days of its receipt.

(3) Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

§ 3 Delivery period and delivery delay

(1) The delivery period will be agreed individually or specified by us upon acceptance of the order.

(2) If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the goods or services), we will inform the buyer immediately and simultaneously provide the expected new delivery date. If the goods or services are still unavailable within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will promptly refund any payments already made by the buyer. Non-availability of the goods or services exists, for example, in the event of late delivery to us by our supplier, if we have concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, such as due to force majeure, or if we are not obligated to procure the goods or services in a specific case.

(3) Our liability for late delivery is governed by the applicable legal provisions. In any case, however, a reminder from the buyer is required.

(4) The rights of the buyer pursuant to Section 8 of these General Terms and Conditions and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), remain unaffected.

§ 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1) Delivery is ex works, which is also the place of performance for delivery and any subsequent performance. At the buyer's request and expense, the goods will be shipped to another destination (sale by dispatch). Unless otherwise agreed, we are entitled to determine the method of shipment (in particular, the carrier, shipping route, and packaging).

(2) The risk of accidental loss or damage to the goods passes to the buyer no later than upon delivery. In the case of a sale involving shipment, however, the risk of accidental loss or damage to the goods, as well as the risk of delay, passes to the buyer upon delivery of the goods to the carrier, freight forwarder, or other person or entity designated to carry out the shipment. If acceptance is agreed upon, this is decisive for the transfer of risk. Furthermore, the statutory provisions governing contracts for work and services apply accordingly to any agreed-upon acceptance. Delivery or acceptance is deemed to have occurred if the buyer is in default of acceptance.

(3) If the buyer defaults on acceptance, fails to cooperate, or if our delivery is delayed for other reasons attributable to the buyer, we are entitled to claim compensation for the resulting damages, including additional expenses (e.g., storage costs). For this, we charge a flat-rate compensation of EUR 40.00 per calendar day, starting from the delivery deadline or – in the absence of a delivery deadline – from the notification of the goods being ready for shipment. The right to prove higher damages and our statutory rights (in particular, reimbursement of additional expenses, reasonable compensation, and termination) remain unaffected; however, the flat rate will be credited against any further monetary claims. The buyer is entitled to prove that we have incurred no damage at all or only significantly less damage than the aforementioned flat rate.

§ 5 Prices and Payment Terms

(1) Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply, ex works, plus statutory value added tax.

(2) In the case of a sale involving shipment (Section 4, Paragraph 1), the buyer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes, and other public charges shall be borne by the buyer.

(3) The purchase price is due and payable within 30 days of invoicing and delivery or acceptance of the goods. However, even within the context of an ongoing business relationship, we reserve the right to require prepayment for all or part of any delivery. We will declare such a reservation no later than with the order confirmation.

(4) Upon expiry of the aforementioned payment period, the buyer will be in default. Interest will accrue on the purchase price during the period of default at the applicable statutory default interest rate. We reserve the right to claim further damages for default. With respect to merchants, our right to commercial default interest (§ 353 HGB) remains unaffected.

(5) The buyer is only entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer's counterclaims, in particular pursuant to Section 7 Paragraph 6 Sentence 2 of these General Terms and Conditions, remain unaffected.

(6) If, after conclusion of the contract, it becomes apparent (e.g., through the filing of an application for the opening of insolvency proceedings) that our claim to the purchase price is jeopardized by the buyer's lack of solvency, we are entitled to refuse performance and – if necessary, after setting a deadline – to withdraw from the contract in accordance with statutory provisions (§ 321 German Civil Code). In the case of contracts for the production of non-fungible goods (custom-made items), we may declare withdrawal immediately; the statutory provisions regarding the dispensability of setting a deadline remain unaffected.

§ 6 Retention of Title

(1) We retain title to the goods sold until full payment of all our present and future claims arising from the purchase agreement and an ongoing business relationship (secured claims).

(2) Goods subject to retention of title may not be pledged to third parties or transferred as security before full payment of the secured claims. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties attempt to seize goods belonging to us (e.g., attachments).

(3) In the event of a breach of contract by the buyer, in particular in the event of non-payment of the purchase price when due, we are entitled, in accordance with statutory provisions, to withdraw from the contract and/or to demand the return of the goods based on our retention of title. A demand for return does not automatically constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and reserve the right to withdraw from the contract. If the buyer fails to pay the purchase price when due, we may only exercise these rights if we have previously set the buyer a reasonable deadline for payment without success, or if setting such a deadline is unnecessary under statutory provisions.

(4) The buyer is authorized, until further notice in accordance with (c) below, to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.

(a) The retention of title extends to products resulting from the processing, mixing, or combining of our goods to their full value, with us being considered the manufacturer. If, in the case of processing, mixing, or combining with goods belonging to third parties, their ownership rights remain, we acquire co-ownership in proportion to the invoice values of the processed, mixed, or combined goods. Otherwise, the same provisions apply to the resulting product as to the goods delivered under retention of title.

(b) The buyer hereby assigns to us, as security, all claims against third parties arising from the resale of the goods or products, either in their entirety or to the extent of our potential co-ownership share as set forth in the preceding paragraph. We accept this assignment. The buyer's obligations set forth in paragraph 2 shall also apply with respect to the assigned claims.

(c) The buyer remains authorized to collect the receivables alongside us. We undertake not to collect the receivables as long as the buyer fulfills its payment obligations to us, there is no deficiency in its ability to perform, and we do not assert our retention of title by exercising a right pursuant to paragraph 3. However, if any of these conditions are met, we may demand that the buyer disclose to us the assigned receivables and their debtors, provide all information necessary for collection, hand over the relevant documents, and notify the debtors (third parties) of the assignment. Furthermore, in this case, we are entitled to revoke the buyer's authorization to resell and process the goods subject to retention of title.

(d) If the realizable value of the collateral exceeds our claims by more than 10%, we will release collateral of our choice at the buyer's request.

§ 7 Buyer's claims for defects

(1) The statutory provisions apply to the buyer's rights in the event of material defects and defects of title (including incorrect or short deliveries as well as improper assembly/installation or defective instructions), unless otherwise specified below. In all cases, the statutory provisions on the sale of consumer goods (Sections 474 et seq. of the German Civil Code) and the buyer's rights arising from separately issued warranties, in particular those provided by the manufacturer, remain unaffected.

(2) The basis of our liability for defects is primarily the agreement reached regarding the quality and intended use of the goods (including accessories and instructions). For the purposes of this agreement, all product descriptions and manufacturer specifications that are part of the individual contract or that we have made publicly available (in particular in catalogs or on our website) at the time of the conclusion of the contract are considered quality agreements. Insofar as the quality has not been agreed upon, the statutory provisions shall determine whether a defect exists or not (§ 434 para. 3 of the German Civil Code). Public statements made by the manufacturer or on its behalf, in particular in advertising or on the product label, take precedence over statements made by other third parties.

(3) We are generally not liable for defects that the buyer knew about at the time of conclusion of the contract or that the buyer failed to know about due to gross negligence (§ 442 German Civil Code). Furthermore, the buyer's warranty claims are contingent upon the buyer having complied with their statutory obligations to inspect and notify us of defects (§§ 377, 381 German Commercial Code). For building materials and other goods intended for installation or further processing, an inspection must be carried out in any case immediately before processing. If a defect becomes apparent upon delivery, inspection, or at any later time, we must be notified immediately in writing. In any case, obvious defects must be reported in writing within 5 working days of delivery, and defects not detectable upon inspection must be reported in writing within the same period after discovery. If the buyer fails to carry out the proper inspection and/or notification of defects, our liability for the defect not reported, not reported in a timely manner, or not reported properly is excluded in accordance with statutory provisions. For goods intended for installation, attachment, or assembly, this also applies if the defect only becomes apparent after the corresponding processing as a result of a breach of one of these obligations. In this case, the buyer has no claim to reimbursement of corresponding costs ("removal and installation costs").

(4) If the delivered goods are defective, we may initially choose whether to remedy the defect by repair or by delivering a replacement. If the method of remedy chosen by us is unreasonable for the buyer in a particular case, the buyer may refuse it. Our right to refuse remedy under the statutory conditions remains unaffected.

(5) We are entitled to make the required subsequent performance conditional upon the buyer paying the purchase price due. However, the buyer is entitled to withhold a portion of the purchase price that is reasonable in relation to the defect.

(6) The buyer must grant us the necessary time and opportunity to fulfill our obligation to remedy the defect, in particular by providing the goods in question for inspection. In the case of replacement delivery, the buyer must return the defective item to us at our request in accordance with statutory provisions; however, the buyer has no right of return. Remedying the defect does not include the removal, dismantling, or disassembly of the defective item, nor the installation, fitting, or fitting of a non-defective item if we were not originally obligated to perform these services; the buyer's claims for reimbursement of corresponding costs ("removal and installation costs") remain unaffected.

(7) In urgent cases, e.g., if operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand reimbursement from us for the objectively necessary expenses incurred. We must be notified of such self-remedy immediately, and if possible beforehand. The right to self-remedy does not exist if we would be entitled to refuse subsequent performance in accordance with statutory provisions.

(8) If a reasonable period set by the buyer for subsequent performance expires without success or is unnecessary according to statutory provisions, the buyer may, in accordance with statutory provisions, withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the case of an insignificant defect.

(9) The buyer's claims for reimbursement of expenses pursuant to Section 445a Paragraph 1 of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 BGB) or a consumer contract for the provision of digital products (Sections 445c Sentence 2, 327 Paragraph 5, 327u BGB). The buyer's claims for damages or reimbursement of futile expenses (Section 284 BGB) also exist in the case of defects in the goods only in accordance with Sections 8 and 9 below.

§ 8 Other Liability

(1) Unless otherwise provided in these General Terms and Conditions, including the following provisions, we shall be liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions.

(2) We shall be liable for damages – regardless of the legal basis – within the scope of liability for fault in cases of intent and gross negligence. In cases of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g., due diligence in one's own affairs; insignificant breach of duty), only

a) for damages resulting from injury to life, body or health, 

b) for damages resulting from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for foreseeable damages that typically occur.

(3) The limitations of liability arising from paragraph 2 also apply to third parties and to breaches of duty by persons (even to their benefit) for whose fault we are responsible under statutory provisions. They do not apply insofar as a defect has been fraudulently concealed or a guarantee for the quality of the goods has been given, nor do they apply to claims by the buyer under the Product Liability Act.

(4) Due to a breach of duty that does not constitute a defect, the buyer may only withdraw from or terminate the contract if we are responsible for the breach. The buyer's right to terminate the contract at will (in particular pursuant to Sections 650 and 648 of the German Civil Code) is excluded. Otherwise, the statutory requirements and legal consequences apply.

§ 9 Statute of Limitations

(1) Notwithstanding Section 438 Paragraph 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance is agreed upon, the limitation period begins with acceptance.

(2) If the goods are a building or an item that, according to its usual purpose, has been used for a building and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory provisions (§ 438 para. 1 no. 2 of the German Civil Code). Other special statutory provisions regarding limitation periods remain unaffected (in particular § 438 para. 1 no. 1, para. 3, §§ 444, 445b of the German Civil Code).

(3) The aforementioned limitation periods under the law of sales also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 of the German Civil Code) would result in a shorter limitation period in a specific case. Claims for damages by the buyer pursuant to Section 8 Paragraph 2 Sentences 1 and 2(a) and under the Product Liability Act are subject exclusively to the statutory limitation periods.

§ 10 Choice of law and jurisdiction

(1) These General Terms and Conditions and the contractual relationship between us and the buyer shall be governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the buyer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction – including international jurisdiction – for all disputes arising directly or indirectly from the contractual relationship is our registered office in Andernach. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases, we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions or a prior individual agreement, or at the buyer's general place of jurisdiction. Mandatory statutory provisions, in particular those concerning exclusive jurisdiction, remain unaffected.