By all that is right and fair

GTCs

Here you can find our general terms and conditions.

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1 - General statements

1.1 The following general terms and conditions of sale form the basis for all of our deliveries. Our terms and conditions of sale shall apply exclusively; any contrary conditions of the customer or conditions departing from our terms and conditions of sale that we do not expressly recognise in writing shall not be binding on us, even if we do not expressly object to them. Our terms and conditions of sale shall also apply if we carry out the delivery to the customer without reservations and being aware of the customer’s contrary conditions or conditions departing from our terms and conditions of sale. Our terms and conditions of sale shall also apply to future transactions with the customer.

1.2 Our terms and conditions of sale shall only apply to companies as defined by Section 310, Paragraph 1 of Bürgerliches Gesetzbuch (German Civil Code). These are natural persons or legal entities or partnerships with independent legal existence that act by performing a commercial or independent professional activity and that we enter into a business relation with. Concluding a contract of sale with consumers shall be ruled out. We shall not concede powers of revocation.

1.3 Our customers have to document their identity as a business enterprise at request.

1.4 It shall not be allowed to assign the customer’s rights from the contract.

2 - Concluding the contract

2.1 Our offers shall be subject to change without notice. Verbal commitments made by our sales representatives or any other supporting staff shall require written confirmation. Special agreements shall only apply to each individual case, not to earlier or later transactions.

2.2 Our statements on the article of sale as well as the visual representation thereof have the purpose of describing and designating the goods. They are only approximately definitive to the extent that the usability for the contractually envisioned purpose does not presuppose a precise agreement. Departures that are customary in trade or commerce and departures that are made due to legal regulations or represent technical improvements as well as replacing components shall be permissible to the extent that they do not impair contractual usability.

2.3 The customer has to transmit all of the data needed for delivering and invoicing when the goods are ordered (excerpt from the commercial register not older than 3 months, the business address, the bank affiliation, the tax number and any turnover tax identification number).

2.4 The customer declares a binding offer when the goods are ordered.

2.5 The customer shall be bound to an order submitted to us for the period of two weeks after receipt by us. We shall only accept said order by written declaration (email, fax or by letter), by communicating our readiness to deliver or by carrying out the delivery; the receipt of the declaration of acceptance shall not be necessary for its effectiveness (Section 151 Bürgerliches Gesetzbuch (German Civil Code).

3 - Prices – conditions of payment

3.1 Our prices shall be »ex works« in the absence of any other statements in the order confirmation.

3.2 Our prices shall be deemed to be delivered free of charge from an order value amounting to 750 euros per delivery address in Germany to the ramp without unloading, otherwise plus delivery and shipping costs. Our list prices that are valid at delivery shall apply to the extent that our list prices form the basis of the agreed prices and the delivery is only supposed to be made four months after concluding the contract. Any fixed price arrangement shall be shall be unaffected by this. Deducting the cash discount shall require a special written agreement.

3.3 Payments for deliveries without any more specific agreement shall be due for payment no later than 30 days after the invoice date pursuant to the agreement made. The payment shall be made so that we can dispose of the sum on the due date. The customer shall bear the costs of the payment transaction. The customer shall bear the bill and discount charges. They shall be due for payment and payable immediately.

3.4 As a departure therefrom, new customers (i.e., customers that we come into business contact with for the first time) and/or customers who did not register their business any more than two years ago) shall only be supplied for cash in advance.

3.5 The customer shall only be entitled to rights of set-off if its counterclaims have been determined finally and conclusively, are undisputed or recognised by us. Beyond this, the customer shall be authorised to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship. The customer shall also not be entitled to a right of retention due to disputed counterclaims.

4 - Default in payment

4.1 If the customer comes into default in payment of a claim from our business relation, we shall be entitled to demand at least the legal amount of interest on arrears. If we are in a position to prove greater damage caused by delayed performance, we shall be entitled to assert it. However, the customer shall be entitled to prove to us that we have not accrued any loss or a much lower loss as a result of the default in payment. Otherwise, we shall be entitled to make claims not yet due for payment due for payment in the event of the customer’s default in payment.

4.2 The customer’s default in payment causes another claim that we are entitled to for lump-sum compensation amounting to 40 euros that shall be charged to any later prosecution costs.

4.3 If the customer comes into default in payment or if the customer does not redeem a bill of exchange when due for payment, we shall be entitled to take back the goods. Beyond this, we can forbid delivered goods from being resold and carried away. Taking them back shall not constitute withdrawal from the contract.

4.4 If we subsequently become aware of circumstances from which there is a substantial deterioration in the customer’s financial position and if this endangers our claim to payment, we shall be entitled to make all of our claims due for payment regardless of the term of any bills of exchange received.

4.5 We can revoke our direct debit authorisation (sub-item 12.4) and demand advance payment for deliveries that are still outstanding in the cases of numbers 3 and 4.

4.6 The customer can avert the legal consequences specified in numbers 3-5 by providing sufficient security amounting to our endangered claim to payments.

4.7 The legal regulations on default in payment shall remain unaffected. In the event that the customer does not comply with its obligation to pay or obligation to take delivery, we shall be entitled to demand compensation for damage due to non-compliance after the legal prerequisites have been fulfilled. In this event, we shall be entitled to demand 30% of the agreed remuneration as compensation for damage where it is not necessary to prove damage. The customer shall be at liberty to prove that no damage was caused or less than the lump-sum payment made.

5 - Delivery, delay and impossibility

5.1 Dates of delivery or periods of delivery that are agreed bindingly have to be set forth in writing to be effective. We reserve ourselves the right to correct and timely supply of the supplier. With the cash in advance type of payment, the goods shall only be shipped after receipt of the complete purchase price and shipping costs.

5.2 The customer can request us in writing to deliver within an appropriate period of time four weeks after we have exceeded a non-binding delivery date or a non-binding period of delivery. We come into delay with this warning. If the customer sets us an appropriate subsequent period for fulfilment after we have already come into delay, the customer shall be entitled to withdraw from the contract after this subsequent period expires fruitlessly; the customer shall be only entitled to claims to compensation for damage due to non-fulfilment amounting to the predictable damage if the delay is intentional or with gross negligence.

5.3 If the customer comes into default in acceptance or if the customer violates other duties to cooperate, we shall be entitled to demand replacement of the damage we accrue including any additional expenditures after the expiration of an appropriate subsequent period. In this event, the danger of accidental destruction or accidental deterioration of the object of sale passes onto the customer at the point in time when it comes into said default in acceptance.

5.4 The prerequisite of the beginning of the delivery period stated by us is clarifying all technical questions. An agreed period of delivery shall be extended – regardless of our rights from the customer’s delay – by the period of time that the customer is in delay with its obligations from the contract. Otherwise, the delivery periods shall be extended by the duration of any hindrance based on events of force majeure.

5.5 We shall be liable pursuant to the legal provisions if there is a delay in performance in cases of intent or gross negligence. In other cases of delay in the performance, our liability for compensation for damage shall be limited to 0.5% per whole week of the delay to a maximum of 5% along with performance and shall also be limited to 5% of the value of the delivery for compensation for damage instead of performance. The purchaser’s further claims shall be ruled out even after the expiration of any period set us for performance. Wherever the delivery is impossible, the purchaser shall be entitled to demand compensation for damage pursuant to the legal provisions. However, the purchaser’s claim to compensation for damage next to or instead of performance and for compensation for futile expenditures shall be restricted to 5% of the value of the part of the delivery that cannot be used due to impossibility. Further claims of the purchaser due to the impossibility of the delivery shall be ruled out. The aforementioned limitations shall not apply to the extent that there is liability in cases of intent, gross negligence or due to injuring life, limb or health. The right of the purchaser to withdraw from the contract shall remain unaffected. Any change in the burden of evidence to the detriment of the purchaser shall not be linked to the aforementioned regulations.

6 - Shipping, passing of risk, packaging and partial delivery

6.1 We determine the routing, means of shipping, forwarder and carrier.

6.2 Goods reported to be ready for shipping pursuant to the contract have to be called up without delay. Otherwise, we shall be entitled at our choice to ship them at the customer’s costs and risk after a demand for payment or to store them and immediately charge for them at our own discretion.

6.3 If transport becomes impossible on the projected way or at the projected location in the projected time without our blame, we shall be entitled to deliver in another way or at a different location; the customer shall bear the additional costs incurred. The customer shall be given an opportunity to state its position ahead of time.

6.4 The danger, even the danger of the goods being seized, shall pass onto the customer with all transactions, even with postpaid and free house deliveries when the goods are handed over to a forwarder or carrier, however no later than when they leave storage or the delivery works. We shall only ensure insurance at the instruction and cost of the customer.

6.5 Separate agreements shall extend to returning packaging.

6.6 We shall be entitled to a reasonable amount of partial shipments with the consequence of being able to demand partial payment with reference to the goods delivered.

7 - Fullfillment service, returns

7.1 We offer direct shipping to the ultimate consumer for our customers. Among other things, our service includes the following:

- storing the goods purchased by the customer until shipping
- printing the shipping documents such as the invoice, delivery note and drawing up the address
- processing daily delivery queries
- keeping books on the individual invoices/credit notes
- dunning processes per minor individual invoice

The goods shall be sent to the ultimate consumer in the name of the customer for the payment of an additional service fee of 1.90 euros /shipment .

7.2 In the event of any power of revocation exercised against you by the ultimate consumer, we shall not have any obligation to take back the goods delivered. If the ultimate consumer sends the goods back to us, we shall be entitled to charge any return delivery freight, the miscellaneous incidental expenditures of back haul (such as customs and official costs) and our administrative costs with return handling that is charged us, the latter at a lump-sum of 8.00 euros/return shipment.

7.3 The return shipment of new-value goods shall only be accepted under the prerequisite that the delivery is not longer than four weeks old and the goods have not stayed longer than two weeks with the ultimate consumer. If the goods are in a new-value state at the goods receiving check, the customer shall receive a credit note on the value of the goods less a lump-sum of 40% for handling after processing returns. Damaged goods shall only be taken back if they can be revaluated again to a saleable product by adding replacement parts. In this event, our handling costs shall be 70% of the value of the goods. The customer shall be given an opportunity to state its position on further handling. This provision shall not be linked to any restriction to our liability for defects pursuant to sub-item 9.

8 - Copyrights and licence for utilisation

8.1 We reserve ourselves all property rights or copyrights for exploitation to an unrestricted extent on cost estimates, photographs of goods, descriptions of goods, hand sheets and other documents; they may not be made accessible to third parties without our approval. Drawings and other documents belonging to offers shall be returned to us at our request without delay if the order is not issued to us. Any rights of retention of the customer to them shall be ruled out.

8.2 The customer can acquire a simple licence for utilisation to our photographs of goods, descriptions of goods and other texts for a separate fee.

9 - Liability for defects

9.1 We shall initially provide a warranty for defects to any goods delivered by us at our choice by remedying the defect or substitute delivery. If this rectification is unsuccessful, the customer can always demand at its choice a reduction of remuneration (reduction of purchase price) or withdraw from the contract. However, the customer shall not be entitled to a right of withdrawal with just a slight breach of contract, in particular only with slight defects.

9.2 Liability for defects does not refer to natural wear and tear, damage occurring after the passing of risk due to faulty or negligent treatment, excessive stress, unsuitable operating resources or operating spaces and those that develop due to chemical, electrochemical or electrical influences unless they are a prerequisite for utilisation pursuant to the contract. The same shall also apply to modifications and repair work improperly carried out by the purchaser or third parties on the objects delivered. Non-essential departures caused by production or natural departures in colour, shape, appearance or consistency shall be excluded from the liability for defects.

9.3 If the customer desires compensation for damage instead of demanding performance or carrying out said performance itself, the rectification of defects is to this extent only unsuccessful after the second unsuccessful attempt. The legal cases of dispensability of setting a period shall remain unaffected. The customer shall bear the expenditures necessary for the purpose of rectification to the extent that they increase by the fact that the deliveries are brought to a location different than the branch office of the customer unless bringing them there corresponds to their usage in accordance with their intention. If the customer selects withdrawing from the contract after rectification fails due to a legal imperfection in title or defect of quality, the customer shall not be entitled to any claim to compensation for damage next to it due to the defect. If the customer selects compensation for damage after rectification fails, the goods remain with the customer if this is reasonable for the customer. Compensation for damage shall be restricted to the difference between the purchase price and the value of the defective thing. This shall not apply if the breach of contract was caused by us in a malicious fashion.

9.4 The delivery objects shall be examined carefully without delay after delivery. They shall be deemed approved if we do not receive written notification of defects with reference to obvious defects or other defects that were recognisable if it had been examined carefully without delay within fourteen workdays after delivery of the article of sale or otherwise within fourteen workdays after discovering the defect or at any earlier point in time when the defect would be recognisable to the client when using the article of sale normally without any more detailed examination. Sending off in due time shall be sufficient to adhere to the time limit. The full burden of evidence shall affect the customer for all prerequisites for the claims, in particular for the defect itself, for the point in time of discovering the defect and objecting to the defect in due time.

9.5 The warranty period shall be one year from delivery of the goods. This shall not apply if the customer has not notified us of the defect in due time (sub-item 4 of this provision). The customer shall have the burden of evidence for the defectiveness of the thing with used goods.

9.6 The customer shall only receive guarantees from us in the legal sense if they are expressly designated as such.

9.7 We shall not be obliged in any event to reproduce the work in the framework of rectification. If rectification is unsuccessful, the client shall be entitled to a right to demand a reduction or withdraw from the contract at its choice. The client’s right shall remain unaffected to demand compensation for damage pursuant to the specifications of the legal and these conditions instead of performance.

10 - Overall liability

10.1 We shall only be liable in cases of the intent or gross negligence of us or a sales representative or vicarious agents of us pursuant to the legal provisions. Otherwise, we shall only be liable pursuant to the Produkthaftungsgesetz (German Product Liability Law), due to injury to life, limb or health, due to the culpable infringement of essential contractual obligations or to the extent that we maliciously concealed a defect or we accepted a guarantee for the quality of the article of sale. The claim to compensation for damage for infringing on essential contractual obligations shall be limited to predictable damage typical of the contract. Liability for damage from the article of sale to other objects of legal protection of the purchaser, such as damage to other things, shall be totally ruled out. The regulations of Sentences 3 and 4 of this Paragraph I shall not apply to the extent that there is intent or there is or gross negligence or there is liability due to injury to life, limb or health or to the extent that a defect was maliciously concealed or we accepted a guarantee for the quality of the article of sale.

10.2 Essential contractual obligations are obligations, compliance with which is particularly important for achieving the contractual purpose. This is, for instance, the obligation for delivering the object free of essential defects in due time as well as obligations of consultation, protection and care that are supposed to make it possible for the client to utilise the article of sale contractually or that is supposed to protect the life and limb of the client’s personnel or protect the client’s property from substantial damage.

10.3 The regulation of the aforementioned Paragraph I shall extend to compensation for damage along with the performance and compensation for damage instead of performance, regardless of the legal grounds, in particular due to defects, infringing on obligations from the relationship under the law of obligations or from illicit acts. It shall also apply to the claim for replacing futile expenditures. However, the liability for delay and for impossibility shall be determined pursuant to sub-item 5 of these conditions.

10.4 A change in the burden of evidence to the detriment of the purchaser is not linked with the aforementioned regulations.

11 - Transport damage

11.1 If the customer notices damage to the packaging when receiving the delivery, the customer has to have the transport contractor confirm the damage in writing when accepting the goods and notify us. It is advisable to photograph the damage to the packaging.

11.2 This shall not be linked to any restriction to the defect rights pursuant to Section 10.

12 - Reservation of title

12.1 All goods delivered shall remain our property (goods under reservation of title) until all demands for payment are met, in particular also the balance claims that we are entitled to against the customer from the business relation with it. This shall also extend to conditional claims and claims arising in future such as from acceptor’s bills and also if payments are made on especially designated claims. If the object of sale is processed with other objects not belonging to us, we shall acquire the co-ownership to the new thing at the ratio of the value of the object of sale to the other objects processed at the time of processing. Otherwise, the same shall apply to the thing emerging by processing as to the object of sale delivered under reservation.

12.2 The customer may only dispose of the goods under reservation of title in usual business under its normal general terms and conditions and as long as it is not in delay under the prerequisite that the claims from reselling pursuant to numbers 3-5 pass onto us. It shall not be entitled to any other disposition of the goods under reservation of title.

12.3 The claims of the customer from reselling the goods under reservation of title shall be assigned to us now. They serve the purpose of security to the same extent as the goods under reservation of title. If the customer disposes of the goods under reservation of title together with other goods not sold by us, the claim from reselling shall be assigned to us at the ratio of the invoice value of the other sold goods. The same shall apply to other claims that take the place of the goods under reservation of title or originate with reference to it.

12.4 The customer shall be entitled to collect claims from reselling unless we contradict the direct debit authorisation in the cases specified in sub-item 4.4. At our request, it is obliged to notify its purchasers of the assignment to us immediately – provided that we do not do that ourselves - and give us the information and documents needed for collection. The customer shall not be entitled in any case to further assign the claims. This shall also apply to factoring transactions that are also not allowed the customer based on our direct debit authorisation.

12.5 The customer has to notify us without delay of attachment or other impairment by third parties.

12.6 If the value of the existing securities that can be achieved exceeds the claims secured altogether by more than 10%, we shall be obliged to this extent to release the securities at the customer’s request; we shall be responsible for selecting the securities to be released.

13 - Venue – place of performance

Provided that the customer is a merchant, Baden-Baden, Germany shall be the legal venue; however, we shall be entitled to sue the customer at the court of its place of residence. In the absence of any other statements in the order confirmation, Baden-Baden, Germany shall be the place of performance. If the customer moves its legal residence or habitual place of residence from the area of application of the Federal Republic of Germany after concluding the contract, Baden-Baden, Germany shall be the legal venue. This shall also apply if the customer’s legal residence or habitual place of residence is not known at the point in time of commencing the action. The law of the Federal Republic of Germany shall apply. The application of international law on sales (the UN Convention on the International Sales of Goods) shall be ruled out.