General Terms of Payment and Delivery

  1. Scope
    1. The following conditions of sale apply to the contract concluded by the seller and the purchaser concerning the delivery of goods.
    2. All agreements made between the seller and the purchaser in relation to sales contracts are set out in writing in the sales contract, these terms and conditions and the seller's order confirmation.
  2. Offer and conclusion of the contract
    1. The seller's offers are non-binding and subject to change, unless the seller has expressly designated them as binding in writing.
    2. Images, drawings and any other documents pertaining to the seller's non-binding offers remain the property of the seller and are only approximate unless the seller has expressly designated them as binding.
  3. Prices/terms of payment
    1. The prices of the seller do not include transport costs unless otherwise agreed with the purchaser. VAT and packaging costs are included in the price.
    2. Unless otherwise agreed in writing with the purchaser, the purchase price is due without deduction within 14 days upon receipt of the invoice by the purchaser.
    3. If the purchaser is in default of payment, the seller is entitled, from that time, to charge interest of 5% above the base interest rate of the European Central Bank (ECB). The seller reserves the right to give evidence of greater damages.
    4. The purchaser is only entitled to offset payment, even if notices of defects or counterclaims have been exercised, if the counterclaims are determined to be legally binding, have been recognised by the seller or are indisputable. The purchaser is only authorised to exercise a right of retention if his counterclaim is based on the same sales contract.
  4. Time of delivery and performance
    1. Delivery dates or periods which have not expressly been agreed as binding are exclusively non-binding information.
    2. If the seller is culpably unable to meet an expressly agreed deadline or is in default for any other reason, the purchaser must grant him a reasonable period of grace, starting from the date of the receipt of the written notice of default by the seller or according to a fixed calendar date. Upon expiration of this period of grace without result, the purchaser shall be entitled to withdraw from the contract.
    3. The seller shall be liable under statutory provisions, subject to the following limitations, if the contract concerns a fixed date transaction of if the purchaser is entitled to discontinue his interest in the fulfilment of the contract as a consequence of a delay in delivery for which the seller is responsible.
    4. The seller is liable to the purchaser in the event of a delay in delivery pursuant to statutory provisions if the delay in delivery is the result of an intentional or grossly negligent breach of duty attributable to the seller. The seller shall be responsible for any fault on the part of his representatives or agents. If the delay in delivery is not attributable to a deliberate or gross negligent breach of duty on the part of the seller, the seller's liability is limited to foreseeable, typically occurring damage.
    5. If the delay in delivery attributed to the seller is based on the culpable breach of an essential contractual obligation or a cardinal obligation, the seller is liable pursuant to statutory provisions; in this case liability for damages is limited to foreseeable, typically occurring damage.
    6. The seller is entitled to make part deliveries and part performances at all times, insofar as this is reasonable for the purchaser.
  5. Guarantee and Liability
    1. In the event of defects to the goods for which the seller is responsible, the seller is obliged to effect subsequent performance, under exclusion of the purchaser's rights to withdraw from the contract or reduce the purchase price, unless the seller is entitled to refuse subsequent performance in accordance with statutory provisions. The purchaser is obliged to grant the seller a reasonable period to effect subsequent performance.
    2. Subsequent performance can be effected, at the discretion of the purchaser, either through rectification of the defect or delivery of new goods. During subsequent performance, the reduction of the purchase price or withdrawal from the contract by the purchaser are excluded. Rectification shall be deemed failed after the second failed attempt. If rectification fails, the purchaser is entitled, at his discretion, to demand a reduction of the purchase price or withdrawal from the contract.
    3. The purchaser can only make claims for damages due to defects under the following conditions if subsequent performance has failed. The purchaser's right to make further claims for damage under the following conditions remains hereby unaffected.
    4. The seller shall be liable without limitation pursuant to statutory provisions for damages to life, limb and health that are attributable to a deliberate or gross negligent breach of duty on his part or on the part of his legal representatives or vicarious agents, as well as for any damages covered by liability according to the German Product Liability Act (Produkthaftungsgesetz) and any damages that are attributable to deliberate or gross negligent breaches of duty or fraudulent intent on the part of the seller, his legal representatives or vicarious agents. Insofar as the seller has issued a guarantee concerning the quality and/or durability of the goods or parts thereof, he shall also be liable within the framework of this guarantee. The seller is only liable for damages resulting from a lack of the guaranteed quality or durability, but which do not occur directly to the goods, if the risk of such damages is clearly included in the quality and durability guarantee.
    5. The seller is also liable for damages caused by simple negligence insofar as this negligence concerns the breach of essential contractual obligations or a cardinal obligation. The same applies if the purchaser makes claims for damages in lieu of performance. The seller is, however, only liable insofar as the damages are typically associated with the contract and are foreseeable.
    6. Any further liability of the seller is excluded irrespective of the legal nature of the asserted claim; this shall apply in particular to tort claims and claims for compensation of fruitless expenses in lieu of performance; the seller's liability in pursuant to § 3 Par. 3 of this contract hereby remains unaffected. Insofar as the seller's liability is excluded or limited, this shall also apply to the personal liability of his personnel, employees, associates, representatives and vicarious agents.
  6. Retention of title
    1. The delivered goods shall remain the property of the seller until payment of all receivables, including any future receivables, has been made to the seller. In the case of a current account, the reserved title shall be considered as security for the outstanding amount. If the goods are processed or are inseparably mixed or combined with other products by the purchaser, the treatment or processing is carried out on behalf of the seller, without obligating him. The seller becomes co-owner of the resulting goods, with the proportion of the value that the delivered goods had at the time of the processing, mixing or combining. The goods are stored for the seller free of charge.
    2. The purchaser must inform the seller in writing of any access by third parties on his property, in particular of enforcement proceedings and any other impairments. The purchaser must compensate the seller for all damages and costs resulting from a breach of this obligation and incurred due to necessary interventions against access by third parties.
    3. If the purchaser is in breach of contract, especially if the purchaser fails to meet his payment obligations in spite of a warning from the seller, the seller shall be entitled, after giving a reasonable period of notice, to withdraw from the contract and to demand the return of all products which remain his property. Revocation of the goods by the seller constitutes a withdrawal from the contract. The resulting transport costs shall be borne by the purchaser. Seizure of the goods by the seller always constitutes a withdrawal from the contract. The seller shall be entitled to resell these goods upon their return. The proceeds of this resale shall be offset against the liabilities of the seller - minus reasonable costs for the resale.
  7. Final provision, applicable law
    1. The relations between the contractual parties shall be governed exclusively by the laws of the Federal Republic of Germany The application of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods is excluded.