General Terms and Conditions

§ 1 General Provisions, Scope

These General Terms and Conditions (GTC) apply to all our business relationships with our customers (hereinafter: “Buyer“). The GTC apply only if the Buyer is an entrepreneur (§ 310 para. 1 BGB), a legal entity under public law, or a special fund under public law.

The GTC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter: “Goods“). The GTC in their respective version also apply as a framework agreement for future contracts with the same Buyer, without us having to refer to them again in each individual case.

Our GTC apply exclusively. Any reference by the Buyer to its own terms and conditions is hereby rejected. Deviating, conflicting, or supplementary GTC of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their applicability.

Individual agreements made with the Buyer in specific cases shall in all cases take precedence over these GTC. The content of such agreements is governed by our written confirmation.

Legally relevant declarations and notices to be submitted by the Buyer to us after conclusion of the contract (e.g. setting of deadlines, notices of defects, declaration of withdrawal or reduction) must be made in text form to be effective.

References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions apply unless they are directly modified or expressly excluded in these GTC.

§ 2 Conclusion of Contract

Our offers are subject to change and non-binding. Unless a different validity period is agreed in writing, the offer is binding for 7 days.

The Buyer's order of the goods constitutes a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 7 days of its receipt.

Acceptance is made in writing, e.g. by order confirmation.

Unless otherwise agreed, the prices stated in the offer are fixed prices excluding statutory value-added tax.

§ 3 Delivery Period and Delay in Delivery

The delivery period is agreed individually or specified by us upon acceptance of the order.

If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service), we will inform the Buyer of this without delay and simultaneously communicate the expected new delivery deadline.

The occurrence of our delay in delivery is determined by the applicable statutory provisions. If we are in delay, the Buyer may demand lump-sum compensation for the delay. The lump-sum compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of delay, but in total no more than 5% of the delivery value of the goods delivered late.

The Buyer's rights pursuant to § 7 of these GTC and our statutory rights remain unaffected.

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

Unless otherwise stated in the order confirmation, delivery “ex warehouse“ is agreed. At the Buyer's request and expense, the goods will be shipped to a different destination (mail-order purchase).

The risk of accidental loss and accidental deterioration of the goods passes to the Buyer at the latest upon handover. In the case of mail-order purchases, the risk passes upon delivery of the goods to the freight forwarder or carrier.

If dispatch is delayed at the customer's request or due to the customer's fault, the goods are stored at the Buyer's cost and risk.

If the Buyer is in default of acceptance, we are entitled to demand compensation for the resulting damage. The lump-sum compensation amounts to 0.5% of the net price (delivery value) per completed calendar week, up to a maximum of 5% of the delivery value.

§ 5 Prices and Payment Terms

Unless otherwise agreed in individual cases, our current prices apply ex warehouse, plus statutory value-added tax.

In the case of mail-order purchases, the Buyer bears the transport costs from the warehouse as well as any customs duties, fees, taxes and other public charges.

The purchase price is due and payable within 14 days of invoicing and delivery or acceptance of the goods.

Upon expiry of the payment period, the Buyer is in default. The purchase price accrues interest during the default at 9% above the ECB base rate.

The Buyer only has rights of set-off or retention to the extent that its claim has been established by final judgment or is undisputed.

If, after conclusion of the contract, it becomes apparent that our claim to the purchase price is at risk due to the Buyer's lack of financial capacity, we are entitled to refuse performance and withdraw from the contract (§ 321 BGB).

If there are justified doubts about the Buyer's ability to pay, we are entitled to revoke payment terms and make further deliveries conditional on advance payments.

If the Buyer is in default of payment on a claim, the Seller may declare all other claims against the Buyer immediately due.

§ 6 Retention of Title

Until full payment of all our claims arising from the purchase contract and from an ongoing business relationship (secured claims), we retain ownership of the goods sold.

Goods subject to retention of title may not be pledged to third parties or assigned as security prior to full payment.

In the event of the Buyer's conduct contrary to the contract, in particular in the event of non-payment of the purchase price due, we are entitled to withdraw from the contract and to demand the return of the goods.

The Buyer is authorised to resell goods subject to retention of title in the ordinary course of business.

The Seller has the right to assign its claims against the Buyer to a third party.

The Buyer shall bear all fees, costs and expenses incurred in connection with any legally successful enforcement action taken against it outside Germany.

§ 7 Buyer's Rights in Case of Defects

The statutory provisions apply to the Buyer's rights in the event of material defects and defects of title, unless otherwise specified below.

The basis for our liability for defects is above all the agreement reached on the condition of the goods.

We assume no liability for public statements by the manufacturer or other third parties (e.g. advertising claims).

The Buyer's claims for defects presuppose that the Buyer has fulfilled its statutory inspection and notification obligations. Obvious defects must be notified in writing within two days of delivery.

If the delivered item is defective, the Buyer has the statutory rights. We reserve the right, at our discretion, to either remedy the defect or deliver a defect-free item (subsequent performance).

The Buyer must give us the time and opportunity required for subsequent performance.

Claims of the Buyer for damages exist only in accordance with § 7 and are otherwise excluded.

§ 8 Other Liability

Unless otherwise stated in these GTC, we are liable for breaches of contractual and non-contractual obligations in accordance with the applicable statutory provisions.

We are liable for damages in cases of intent and gross negligence. In cases of simple negligence, we are only liable for damages resulting from injury to life, body or health, and for damages resulting from the breach of a material contractual obligation.

The limitations of liability do not apply to the extent that we have fraudulently concealed a defect or have given a guarantee for the condition of the goods.

A right of the Buyer to terminate without cause is excluded.

§ 9 Limitation of Claims

Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims arising from material defects and defects of title is 24 months from the transfer of risk.

The limitation periods of sales law also apply to claims for damages based on a defect in the goods. The limitation periods of the Product Liability Act remain unaffected.

§ 10 Withdrawal and Termination

We are entitled to withdraw from contracts if facts arise that give reason to fear that the Buyer is not creditworthy.

In such cases, we may also execute the order against advance payment or declare all claims immediately due.

In the event of unforeseen events such as strikes, war, natural disasters or export bans, contractual obligations are suspended for the duration of these disruptions. If the disruptions exceed four weeks, both parties may withdraw from their contractual obligations.

§ 11 Choice of Law and Jurisdiction

These GTC and all legal relations between us and the Buyer are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.

The exclusive place of jurisdiction for all disputes arising from the contractual relationship is the jurisdiction of the Landgericht Bonn, provided that the Buyer is a merchant, a legal entity under public law, or a special fund under public law.

§ 12 Final Provisions

Should any provision of these GTC be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose.