1. General Provisions, Conclusion of Contract

• 1.1. These terms and conditions apply to all current and future business relationships. We do not recognise any terms and conditions of the buyer that conflict with or deviate from our terms and conditions of sale, unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if we carry out the delivery to the buyer without reservation, despite being aware of terms and conditions of the buyer that conflict with or deviate from our terms and conditions of sale.
• 1.2. Our terms and conditions of sale apply only to businesses within the meaning of Section 14 of the German Civil Code (BGB).
• 1.3. Our quotations are subject to change. We reserve the right to make technical changes as well as changes to dimensions, weight and quality within reasonable limits.
• 1.4. By placing an order for goods, the buyer makes a binding declaration of their intention to purchase those goods. We are entitled to accept the contractual offer contained in the order within two weeks of its receipt by us. Acceptance may be declared either in writing or by delivery of the goods to the buyer.
• 1.5. The contract is concluded subject to correct and timely delivery to us. This applies only in the event that we are not responsible for the non-delivery, in particular where a corresponding covering transaction has been concluded with our supplier.
• 1.6. Where necessary, the buyer will be informed immediately of the unavailability of the delivery.

 

2. Prices

• 2.1. Unless otherwise stated in the order confirmation, our prices are net (without deduction) “ex works” or “ex warehouse”, plus costs for packaging, freight, insurance, customs duties, customs clearance charges, etc., which will be invoiced separately.
• 2.2. Prices quoted carriage paid are subject to open, unimpeded traffic on the relevant transport routes.
• 2.3. The deduction of a cash discount requires a separate written agreement.
• 2.4. Price changes are permissible if more than two months elapse between the conclusion of the contract and the agreed delivery date. If, thereafter and up to the completion of the delivery, wages, material costs, market-based purchase prices or, in the case of price calculation, freight charges, taxes, customs duties, levies or other costs increase, we shall be entitled to increase the price appropriately in line with the cost increases. The buyer is only entitled to withdraw from the contract if the price increase exceeds the rise in the general cost of living between the order and delivery by more than a negligible amount.
• 2.5. Our prices are exclusive of the applicable statutory value added tax. This will be shown separately on the invoice at the statutory rate on the date of invoicing.

 

3. Terms of Payment

• 3.1. Unless otherwise stated in the order confirmation, the purchase price is payable net (without deduction) within 14 days of delivery. The buyer shall bear the costs of the payment transaction.
• 3.2. If the buyer fails to pay by the latest date specified for payment in accordance with Clause 3.1 of the Terms and Conditions of Sale – whereby the date on which the amount is credited to our account is decisive, so that we have the corresponding amount at our disposal – we shall be entitled to charge default interest at a rate of 8% above the base rate of the European Central Bank, without the need for a reminder. We reserve the right to prove that the damage caused by the delay was greater.

 

4. Delivery times

• 4.1. Unless otherwise agreed, delivery periods and dates specified by us are approximate only.
• 4.2. In all cases, the start of the delivery period is subject to the clarification of all technical delivery issues. Furthermore, our compliance with our delivery obligation is subject to the timely and proper fulfilment of the buyer’s obligations, in particular the provision of any documents, approvals or clearances to be obtained by the buyer, as well as the receipt of any agreed deposit.
• 4.3. Where delivery is made “ex warehouse” or “ex works”, delivery periods and/or dates shall be deemed to have been met if the goods leave the warehouse or works within the delivery period or on the delivery date. They shall also be deemed to have been met upon notification that the goods are ready for dispatch if, through no fault of ours, the goods cannot be dispatched on time.
• 4.4. In the case of drop-shipment transactions based on imports, the delivery periods and dates shall be deemed to have been met if we notify the customer that the goods are ready for shipment.
• 4.5. We shall be liable in accordance with the statutory provisions insofar as the underlying purchase contract is, exceptionally, a fixed-date transaction within the meaning of Section 376 of the German Commercial Code (HGB).
• 4.6. We shall also be liable in accordance with the statutory provisions if a delay in delivery is due to intent or gross negligence, including intent or gross negligence on the part of our vicarious agents or representatives, or if we have culpably breached a material contractual obligation. Insofar as we cannot be accused of an intentional or grossly negligent breach of contract, our liability shall be limited to the foreseeable, typically occurring direct average loss. Otherwise, claims for damages due to delay in delivery are excluded.
• 4.7. If delays in delivery are due to events of force majeure, we shall not be liable. Force majeure shall be deemed to include the occurrence of unforeseen obstacles beyond our control, such as strikes, lockouts, mobilisation, war, blockades, export and import bans, or transport disruptions. In such a case, we are entitled to extend the delivery period appropriately or to withdraw from the contract in whole or in part in respect of the unfulfilled part. In such a case, the buyer may demand a statement from us as to whether we will withdraw or deliver within a reasonable period. If we do not agree to deliver within a reasonable period, the buyer may withdraw from the contract.
• 4.8. Partial deliveries are permitted; they shall be deemed to constitute separate transactions.

 

5. Dispatch and transfer of risk

• 5.1. Unless otherwise agreed, we shall generally deliver on an “ex warehouse” or “ex works” basis.
• 5.2. The goods are always dispatched at the buyer’s expense and risk. In the absence of specific instructions from the buyer, the choice of transport route and means of transport and protection shall be at our discretion.
• 5.3. Transport packaging and all other packaging subject to the Packaging Ordinance will not be taken back. The buyer is obliged to arrange for the disposal of the packaging at their own expense.
• 5.4. Where we use loading equipment at the buyer’s request, such use shall be at the buyer’s risk and expense, in accordance with a separate invoice. In the event of hire, the loading equipment must be returned at the buyer’s risk and expense.
• 5.5. Upon handover of the goods to the forwarding agent or carrier, but at the latest upon leaving the factory or warehouse, the risk, including the risk of seizure, shall pass to the buyer in all cases, e.g. also in the case of FOB or CIF transactions. This shall also apply if, in individual cases, shipment is exceptionally carriage paid.
• 5.6. The handover shall be deemed to have taken place even if the buyer is in default of acceptance.
• 5.7. Transport insurance shall only be taken out at the express request of the buyer, who shall bear the costs incurred in this respect.
• 5.8. The buyer must collect goods reported as ready for dispatch immediately. If the goods are not collected within 14 days of receipt of the notification that they are ready for dispatch, we are entitled, at our discretion, to store the goods at the buyer’s expense and risk and to invoice the buyer for the goods ready for dispatch. Furthermore, after setting a grace period of a further 14 days, we are entitled to withdraw from the contract or to claim damages. The setting of a grace period is not required in this respect if the customer seriously or definitively refuses to accept the goods or is manifestly unable to pay the purchase price even within this period.

 

6. Cancellation costs

• If the buyer withdraws from a placed order without justification, we may, without prejudice to the right to claim higher actual damages, demand 5% of the sale price to cover the costs incurred in processing the order. The buyer reserves the right to prove that the damage was less.

 

7. Retention of Ownership

• 7.1. We retain title to the goods delivered until all claims arising from an ongoing business relationship have been settled in full. Should the buyer act in breach of contract, in particular in the event of late payment, we are entitled to take back the goods. Our taking back of the goods does not constitute a withdrawal from the contract, unless we have expressly stated this in writing. Our seizure of the goods shall always constitute a withdrawal from the contract. Following the taking back of the goods, we shall be entitled to realise them; the proceeds of such realisation shall be set off against the buyer’s liability, less reasonable costs of realisation.
• 7.2. The buyer is obliged to notify us immediately in writing of any access by third parties to the goods, for example in the event of attachment, as well as of any damage to or destruction of the goods. Insofar as the third party is unable to reimburse us for the judicial and extrajudicial costs of legal proceedings in accordance with Section 771 of the German Code of Civil Procedure (ZPO), the buyer shall be liable for the loss incurred by us.
• 7.3. The buyer is entitled to resell the goods in the ordinary course of business. The buyer hereby assigns to us all claims amounting to the final invoice amount (including VAT) of our claim, which arise for the buyer against its customers or third parties as a result of the resale, irrespective of whether the goods have been resold in their original state or after processing. The buyer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this, however. We undertake not to collect the claim as long as the buyer meets their payment obligations from the proceeds received, is not in default of payment and, in particular, has not filed for the opening of insolvency proceedings or suspended payments. Should this be the case, however, we may demand that the buyer discloses to us the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtor (third party) of the assignment.
• 7.4. Any processing or alteration of the goods by the buyer shall always be carried out on our behalf. If the goods are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the goods (final invoice amount including VAT) to the other processed items at the time of processing. In all other respects, the same shall apply to the goods resulting from processing as to the goods delivered subject to retention of title.
• 7.5. If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount including VAT) to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Buyer’s item is to be regarded as the principal item, it is agreed that the Buyer shall transfer proportionate co-ownership to us. The Buyer shall hold the resulting sole or co-ownership in safe custody on our behalf.

 

8. Warranty

• 8.1. Where the goods purchased are found to have a defect for which we are responsible, we are initially entitled, at our discretion, to repair the goods or supply a replacement.
• 8.2. If the subsequent performance fails, the buyer may, in principle, at their discretion, demand a reduction in the price (abatement) or rescission of the contract (withdrawal). However, in the case of a minor breach of contract, in particular where the defects are only minor, the buyer shall not be entitled to withdraw from the contract.
• 8.3. The buyer’s warranty rights are subject to the buyer having duly fulfilled their commercial obligations to inspect the goods and give notice of defects. In this context, the buyer must, in particular, notify us in writing of any obvious defects without delay, but at the latest within five days of receipt of the goods; otherwise, the assertion of warranty claims is excluded. Timely dispatch shall suffice to meet the deadline. The buyer bears the full burden of proof for all prerequisites of the claim, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the notice of defects.
• 8.4. If the buyer chooses to withdraw from the contract due to a legal defect or a material defect following the failure of subsequent performance, no claims for damages arising from the defect shall be available in addition to this.
• 8.5. The buyer shall enable us to inspect the nature of the defect ourselves without delay. If, upon request, the buyer fails to make the goods subject to complaint or samples thereof available, all rights arising from the notice of defect shall lapse.
• 8.6. Furthermore, we shall only be liable for damages in substance if the buyer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents, or if we have culpably breached a material contractual obligation. However, insofar as we are not accused of an intentional or grossly negligent breach of contract, liability for damages is limited in amount to the foreseeable, typically occurring direct average damage. Otherwise, liability for damages is excluded.
• 8.7. The above limitations of liability do not apply to the buyer’s claims arising from product liability. Furthermore, the limitations of liability do not apply in the event of bodily injury, damage to health or loss of life attributable to us.
• 8.8. The warranty period is one year from delivery of the goods. This does not apply if the buyer has not notified us of the defect in good time (clause 8.3 of these terms and conditions)
• 8.9. Claims for damages arising from a defect shall become time-barred one year after delivery of the goods. This shall not apply if we are guilty of gross negligence, or in the event of bodily injury or damage to health attributable to us, or in the event of loss of life.
• 8.10. Information provided by us regarding the quality of the goods, as well as any samples, specimens or analysis data made available, is non-binding and does not constitute a contractual specification of the goods’ quality.
• 8.11. The buyer is not granted any guarantees in the legal sense.

 

9. Limitations of Liability

• 9.1. Unless otherwise provided for in the above provisions, we shall be liable for damages in accordance with statutory provisions where the buyer asserts claims for damages based on intent or gross negligence – including intent or gross negligence on the part of our representatives or vicarious agents – or on the culpable breach of a material contractual obligation. Otherwise, claims for damages are excluded. As regards the amount, the claim for damages is limited to the foreseeable, contract-typical, direct average loss specific to the type of goods. This does not apply if the breach of contract is based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents.
• 9.2. The above limitations of liability do not affect the Buyer’s claims arising from product liability. Furthermore, the limitations of liability do not apply in the event of bodily injury, damage to health or loss of life attributable to us.

 

10. Force Majeure

• 10.1. We shall not be liable for our contractual obligations in the event of circumstances or events constituting force majeure. This shall also apply where our suppliers are affected by an event of force majeure and are therefore unable to fulfil their delivery obligations. Force majeure refers to events beyond our control which could not have been foreseen at the time the contract was concluded. These include, for example, wars, natural disasters, unavoidable official orders, strikes, lockouts, civil unrest, late or improper delivery by suppliers, machinery breakdowns not attributable to poor maintenance, unavoidable disruptions to energy and raw material supplies, exceptional traffic and road conditions, and operational disruptions for which we are not at fault.
• 10.2. We shall inform the buyer immediately of the occurrence and the end of the event of force majeure. A reasonable lead time must be taken into account for the resumption of deliveries following the end of the event of force majeure. If the event lasts longer than 90 days, both we and the buyer are entitled to withdraw from the contract in question.

 

11. Final Provisions

• 11.1. The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
• 11.2. If the buyer is a trader, 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 registered office. The same shall apply if the buyer has no general place of jurisdiction in Germany or if their place of residence or habitual abode is unknown at the time the action is brought.
• 11.3. The place of performance is our registered office.
• 11.4. Should individual provisions of the contract with the buyer, including these General Terms and Conditions of Sale, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The provision that is wholly or partially invalid shall be replaced by a provision whose economic purpose comes as close as possible to that of the invalid provision.

 

As of March 2026