Terms of Use

1 Scope

1.1. These General Terms and Conditions of Business and Delivery (GTC) apply exclusively to entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code (hereinafter: "Customer").

1.2. The following terms and conditions apply exclusively to the entire business relationship with our customers, including the provision of information or consulting services. If our terms and conditions have been included in the business relationship with our customer, they also apply to all our future deliveries and services with the customer, unless otherwise agreed in writing.

1.3. Terms and conditions of the customer that deviate from these General Terms and Conditions only apply if we acknowledge them in writing; otherwise they will be rejected. Our silence on deviating terms and conditions is neither an acknowledgment nor an approval, not even for future contracts.

1.4. Our terms and conditions apply instead of any general terms and conditions of business or purchase of the customer even if according to the business or purchase conditions of the customer the acceptance of the order is intended as inclusion of the business or purchase conditions, or we after a notification from the customer to the inclusion of his business - or supply terms and conditions of purchase, unless we have waived the applicability of our General Terms and Conditions to the customer. By accepting our order confirmation or the contractual service, the customer waives any legal objection arising from his business or purchasing conditions that our GTC are not included in the business relationship.

1.5. If claims for damages are mentioned in these terms and conditions, claims for reimbursement of expenses according to § 284 BGB are also covered in the same way.

2. Information, properties of the products and services, cooperation by the customer

2.1. Information about our products does not represent any properties or guarantees.

2.2. The product specifications agreed with the customer finally define the properties we owe. We are not responsible for any properties of the delivery item that go beyond this, such as suitability for the intended use communicated by the customer or other customary properties of such products.

2.3. All information about our products and services (e.g. weights, dimensions, utility values, resilience, tolerances and technical data) and the representations of this information in catalogues, brochures, price lists, drawings and illustrations are only to be regarded as approximate average values, insofar as the usability for the contractually intended purpose does not require an exact match. The information is not a guaranteed quality feature. Customary deviations and deviations that represent technical improvements are permissible as long as they do not impair the usability for the contractually intended purpose.

2.4. In the absence of any agreement to the contrary, the customer himself is obliged to check our products with regard to suitability for their intended use.

2.5. We only assume a guarantee in the legal sense if we have designated a specific property or performance as "expressly guaranteed".

2.6. The customer is obliged to provide us with all the information required for the delivery in good time and in full.

3. Product Samples, Quotations

3.1. The properties of product samples only become part of the contract in the event of a written agreement. The customer is not entitled to use or pass on product samples.

3.2. If the contract with the customer is concluded on the basis of a product sample, deviations from this are permissible for the delivered products and do not entitle us to claims if the deviations are not relevant to the intended and customary use of the delivered product and any agreed properties are met by the delivered product, unless otherwise agreed.

3.3. We reserve all property rights, trademarks and copyrights to all product samples, illustrations, drawings, data, cost estimates and other documents relating to our products. The customer is obliged not to make the product samples, documents and data provided to him accessible to third parties unless we give him our express written consent. The customer is obliged to return any product samples, illustrations, drawings and data provided to us upon request, unless an order based on them is placed with us.

4. The regulations in Section 3.3. apply accordingly to the customer's documents, drawings or data.

In the absence of any deviating agreement, however, we may transfer these to such third parties as long as this change does not lead to a deterioration in terms of quality and usability for the usual or agreed contractual purpose. If this change is not possible or is objectively unreasonable for one party because, for example, the product can no longer be used by the customer due to the required change, or a change cannot be implemented with our sources of supply, both parties have the right to withdraw from the contract part of the contract that has not yet been fulfilled.

5.4. If we are in default with the delivery, the customer must set us a grace period of at least 14 calendar days for performance, provided this period is not unreasonable. If this period expires without result, claims for damages due to breach of duty only exist in accordance with Section 11.

5.5. If the customer suffers damage because of our delay in delivery, he is entitled to claim damage caused by the delay. The damage caused by the delay amounts to 0.5% of the net price for the delayed delivery for each commenced week of delay, but no more than 5% of the net price of the total delivery that is not delivered by us on time or not in accordance with the contract due to our delay. Any further claims for compensation for damage caused by the customer's delay are excluded.

This limitation of damage does not apply in the case of intentional, grossly negligent or fraudulent action on our part, in the case of claims due to injury to life, limb or health, in the event of delay in the event of an agreed fixed delivery date in the legal sense and the assumption of a performance guarantee or a procurement risk according to § 276 BGB and in the event of statutory liability. This damage limitation also does not apply in the event of a breach of an essential contractual obligation. "Essential contractual obligations" are those whose fulfillment characterizes the contract and on whose compliance the customer can rely.

5.6. A reversal of the burden of proof is not associated with the above regulations.

6. Self-Supply, Force Majeure

6.1. If, for reasons for which we are not responsible, we receive a delivery from our supplier for the provision of the delivery contractually agreed with the customer, despite proper and sufficient stocking up before the conclusion of the contract with the customer, in accordance with the quality and quantities from our delivery agreement with our customer that we could not have fulfilled the contract with the customer according to the type and quantity of the goods and delivery time (congruent procurement) if we had properly fulfilled the supplier obligation towards us, we will inform our customer immediately in writing or in text form .
In this case, we are entitled to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled if we have complied with our above information obligation and have not assumed the procurement risk within the meaning of Section 276 BGB or a delivery guarantee.

In the event of force majeure events affecting us (or our supplier with regard to the contractual products ordered from them for the customer) lasting at least 14 calendar days, we have the right to postpone delivery for the duration of the hindrance or can withdraw from the contract in whole or in part because of the part that has not yet been fulfilled if we have complied with our above information obligation and have not assumed the procurement risk within the meaning of § 276 BGB or a delivery guarantee.

Force majeure is understood to mean: strikes, lockouts, official interventions, energy and raw material shortages, epidemics, pandemics, transport bottlenecks or obstacles through no fault of one's own, bans on contact, operational hindrances through no fault of one's own, such as fire or water damage, and all others Hindrances which, from an objective point of view, were not culpably caused by us.

6.2. If a delivery date or a delivery period has been agreed as binding and the agreed delivery date or the agreed delivery period is canceled due to events according to Section 6.1. exceeded, the customer is entitled, after the unsuccessful expiry of a reasonable period of grace, to withdraw from the contract because of the part that has not yet been fulfilled. Further claims by the customer, in particular claims for damages, are excluded in this case.

6.3. The regulation from section 6.2. also applies accordingly without a contractual agreement on a fixed delivery date if the customer from the items listed in Section 6.1. for the reasons described, further adherence to the contract is objectively unreasonable.

7. Dispatch, Passing of Risk, Acceptance

7.1. In the absence of a deviating agreement, delivery will be made according to "CPT Incoterms 2020". In the event of an obligation to collect and send, the goods travel at the risk and expense of the customer.

7.2. In the event of an obligation to deliver, we will choose the means of transport and the transport route at our reasonable discretion in the absence of any other agreement (§ 315 BGB). If the shipment is delayed compared to the agreed time on the customer's instructions or due to a fault on the part of the customer, we will store the goods at the customer's risk and expense. In this case, notification of readiness for dispatch is equivalent to dispatch.

7.3. The risk of accidental loss or accidental deterioration of the goods passes in the case of an agreed collection obligation when the products to be delivered are made available to the customer; certain undertakings, but at the latest upon leaving our warehouse or the manufacturer's works, to the customer, unless an obligation to deliver has been agreed. This also applies in the case of an agreed partial delivery.

7.4. If the shipment is delayed due to a delay in payment on the part of our customer, so that we exercise our right of retention, or due to another circumstance for which the customer is responsible, the risk passes to the customer at the latest from the date on which the notification of the readiness for shipment was sent to the customer.

8. Notification of Defects, Breach of Duty, Liability for Defects

8.1. The customer must report obviously recognizable material defects immediately, but no later than 10 working days after collection in the case of delivery from the storage location, in the case of an agreed delivery obligation after delivery at the agreed place, hidden material defects immediately after discovery, but at the latest within the warranty limitation period according to Section 8.5. to complain to us in writing or in text form.

8.2. A complaint that is not made in due time or form excludes any claim by the customer for breach of duty due to material defects. This does not apply in the event of intentional, grossly negligent or fraudulent action on our part, in the event of a breach of an essential contractual obligation, in the event of injury to life, limb or health or in the event of a guarantee of freedom from defects, or a procurement risk in accordance with Section 276 of the German Civil Code or others legally mandatory liability facts, in particular the Product Liability Act and in the case of a right of recourse in the supply chain (§§ 478, 445a BGB).

8.3. Material defects that are already noticeable upon delivery (e.g. damage or lack of quantity) must be reported to the transport company and the written or textual recording of the defects on the shipping documents must be arranged. If the notification of defects to the transport company is not received in a timely manner, any claim by the customer for breach of duty due to material defects will be excluded. Clause 8.2. applies accordingly in this case.

8.4. The customer is responsible for checking whether our delivered products are suitable for the intended use.

8.5. For claims arising from breach of duty due to poor performance in the form of material defects, the limitation period is 12 months, unless otherwise agreed, calculated from the day of the transfer of risk (section 7.3.), in the case of the customer's refusal to accept or accept from the time of the notification of readiness for acceptance of the goods at Holschul- which, in the case of an obligation to deliver, from the day of our delivery attempt at the agreed place of delivery.

This does not apply to claims for damages from a guarantee, the assumption of a procurement risk within the meaning of § 276 BGB, claims due to injury to life, limb or health, fraudulent, intentional or grossly negligent action on our part, in the event of a breach of an essential contractual obligation , or if in the cases of §§ 478, 445a BGB (recourse in the supply chain), § 438 Para. 1 No. 2 (construction of buildings and delivery of things for buildings) and § 634a Para. 1 No. 2 BGB ( construction defects) or insofar as a longer limitation period is otherwise stipulated by law. A reversal of the burden of proof is not associated with the above provision.

8.6. Further claims of the customer due to or in connection with defects or consequential damages, regardless of the reason, only exist within the framework of the provisions of Section 11.

8.7. Our liability for defects (claims from breach of duty due to poor performance in the case of material defects) and the resulting liability is excluded if defects and associated damage cannot be proven to be due to defective material, defective construction, or defective execution, or defective manufacturing materials or to the extent owed , are based on inadequate instructions for use.

In particular, the warranty and the resulting liability due to breach of duty due to poor performance are excluded for the consequences of incorrect use, unsuitable storage conditions and the consequences of chemical, electromagnetic, mechanical or electrolytic influences that do not correspond to those in our product description or a deviating one. agreed product specification or the respective product-specific data sheet provided, average standard influences.

This does not apply in the event of intentional, grossly negligent or fraudulent action on our part, in the event of a breach of a material contractual obligation, in the event of injury to life, limb or health or the assumption of a guarantee by the

freedom from defects, or a procurement risk according to § 276 BGB or other legally mandatory liability facts, in particular the Product Liability Act and in the case of a right of recourse in the supply chain (§§ 478, 445a BGB).

8.8. Claims by the customer for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs, are excluded if the expenses increase because the delivery item was subsequently sent to a different location than the agreed branch of the been brought to the customer, unless the shipment corresponds to its intended use. Section 439, Paragraph 3 of the German Civil Code (the seller bears the installation and removal costs for defective products) remains unaffected.

8.9. Claims for defects do not exist in the case of only insignificant deviations from the agreed or usual quality or usability.

8.10. We do not assume any warranty according to §§ 478, 445a BGB (recourse in the supply chain) if the customer has processed or processed the products that are the subject of the contract or otherwise changed them, insofar as this does not correspond to the contractually agreed intended purpose of the products.

8.11. The acknowledgment of breaches of duty in the form of material defects always requires an express declaration on our part.

8.12. A reversal of the burden of proof is not associated with the above regulations.

9. Prices, terms of payment

9.1. All prices are in EURO net, excluding freight, postage and, if transport insurance has been agreed, insurance costs, plus value-added tax to be borne by the customer at the statutory rate (if applicable) ex warehouse plus any country-specific taxes for deliveries to other countries Countries other than the Federal Republic of Germany plus customs and other fees and public charges for the delivery.

9.2. Unless otherwise agreed, payments can only be made by bank transfer. Agreed payment deadlines run from the day of delivery. Incoming payments are used first to pay off the costs, then the interest and finally the principal claims according to their age. Any conflicting repayment terms on the part of the customer when making the payment are irrelevant.

9.3. We are entitled to issue partial invoices according to the progress of contract processing.

9.4. In the case of an agreed obligation to collect, the purchase price is due for payment upon receipt of notification of the availability of the goods, in the event of an obligation to ship the goods upon handover to the carrier and in the event of an agreed obligation to deliver upon delivery of the goods, unless otherwise agreed.

9.5. If default occurs, interest on arrears will be charged at a rate of 8% above the base interest rate of the European Central Bank at the time the payment claim is due. We reserve the right to assert further damage.

9.6. The customer has a right of retention or set-off only for counterclaims that are undisputed, not ready for a decision or legally established, insofar as these are not the customer's main claims for performance.

9.7. A right of retention can only be exercised by the customer insofar as his counterclaim is based on the same contractual relationship.

9.8. We are entitled to assign all claims from the contractual relationship with the customer to third parties without restriction.

10. Retention of title, attachments

10.1. We reserve ownership of all goods delivered by us (hereinafter "reserved goods") until all of our claims from the business relationship with the customer, including future claims from contracts concluded at a later date, have been met. This also applies to a balance in our favor if individual or all of our claims are included in a current account (current account) and the balance is drawn.

10.2. The customer must insure the reserved goods adequately, in particular against fire and theft. Claims against the insurance from a case of damage affecting the reserved goods are assigned to us in the amount of the value of the reserved goods. We accept this assignment.

10.3. The customer is entitled to resell the delivered products in the ordinary course of business. The customer is not permitted to make any other dispositions, in particular pledging or granting ownership by way of security. If the goods subject to retention of title are not paid for immediately by the third-party purchaser when they are resold, the customer is obliged to only resell them subject to retention of title. The right to resell the goods subject to retention of title lapses if the customer stops making payments to us or defaults on payment to us.

10.4. The customer assigns to us all claims including securities and ancillary rights that accrue to him from or in connection with the resale of reserved goods against the end user or against other third parties. This assignment is accepted by us. In the case of the sale of reserved goods with other items, the claim against the third-party purchaser in the amount of the delivery price agreed between us and the customer is deemed to have been assigned if the amounts attributable to the individual goods cannot be determined from the customer's invoice to the third-party purchaser .

10.5. The customer remains entitled to include the claims assigned to us until we revoke this, which is permissible at any time. At our request, he is obliged to provide us with the complete information and documents required for collection of the assigned claims and to inform his customers of the assignment to us without delay.

10.6. If the customer acts in breach of contract, especially in the event of default in payment, we are entitled to take back all reserved goods without withdrawing from the contract. In this case, the customer is obliged to hand over the reserved goods. In order to determine the stock of the goods delivered by us, we may enter the customer's business premises at any time during normal business hours. Taking back the goods subject to retention of title only constitutes withdrawal from the contract if we declare withdrawal in writing or mandatory statutory provisions provide for withdrawal. The customer must inform us immediately in writing of any access by third parties to goods subject to retention of title or claims assigned to us.

10.7. If the value of the securities existing for us according to clause 10 exceeds the secured claims by a total of more than 10%, we are obliged to release securities of our choice at the request of the customer.

10.8. If the reserved goods are processed or inseparably connected with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the net invoice amount of our goods to the net invoice amounts of the other processed or connected items. If our goods are combined with other moveable items to form a single item that is to be regarded as the main item, the customer hereby transfers co-ownership to us in the same ratio. The customer keeps property or co-ownership for us free of charge. The resulting co-ownership rights are considered reserved goods. At our request, the customer is obliged at any time to provide us with the information necessary to pursue our ownership or co-ownership rights.

10.9. In the event of attachments or other interventions by third parties, the customer must inform us immediately in writing so that we can file a suit in accordance with § 771 ZPO. Insofar as the third party is not able to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer is liable for the loss we incur.

11. Disclaimer, Limitation of Liability

11.1. Subject to the following exceptions, we are not liable for customer claims for damages or reimbursement of expenses - for whatever legal reason - in the event of a breach of obligations arising from the contractual relationship.

11.2. The above disclaimer in accordance with Section 11.1. does not apply insofar as liability is mandatory by law, as well as:
- for own fraudulent, intentional or grossly negligent breach of duty or fraudulent, intentional or grossly negligent breach of duty by legal representatives or vicarious agents;
- for breach of essential contractual obligations; "Essential contractual obligations" within the meaning of these GTC are those whose fulfillment characterizes the contract and on whose observance the customer can rely;
- in the event of injury to body, life and health also by legal representatives or vicarious agents;
- in the event of delay, insofar as a fixed delivery time was agreed;
- if we have assumed the guarantee for the quality of our goods or the existence of a service success, or a procurement risk within the meaning of § 276 BGB;
- in the event of liability under the Product Liability Act or other mandatory statutory liability.

11.3. In the event that we or our vicarious agents are only guilty of slight negligence and not in the case of the preceding paragraph

11.2., where items 4, 5 and 6 are present, we are only liable for the contractually typical and foreseeable damage, even in the event of a breach of essential contractual obligations.

11.4. Our liability is limited to a maximum liability amount of EUR 100 (one hundred euros) for each individual case of damage. This does not apply if we are charged with fraudulent intent, intent or gross negligence, in the event of a breach of an essential contractual obligation and for claims due to injury to life, limb or health, or in the case of a claim based on a tortious act or an express assumption of -menen guarantee or the assumption of a procurement risk according to § 276 BGB or in cases of legally mandatory deviating higher liability sums. Any further liability is excluded.

11.5. The liability exclusions or limitations according to the above clause 11.1. until 11.4. and Clause 11.6. apply to the same extent in favor of our organs, our executive and non-executive employees and other vicarious agents as well as our subcontractors.

11.6. Claims by the customer for damages arising from the existing contractual relationship with us can only be asserted within a preclusion period of one year from the start of the statutory limitation period. This does not apply if we are charged with intent or gross negligence, in the event of a breach of an essential contractual obligation and for claims due to injury to life, limb or health, or in the case of a claim based on a tortious act or an expressly assumed guarantee or the assumption of a procurement risk according to § 276 BGB, or in the event that a longer statutory period of limitation applies.

11.7. A reversal of the burden of proof is not associated with the above regulations.

12. Place of Performance, Place of Jurisdiction, Applicable Law

12.1. The place of performance for all contractual obligations is the registered office of our company, with the exception of the assumption of a delivery obligation or other agreement.

12.2. The exclusive place of jurisdiction for all disputes is - insofar as the customer is a merchant within the meaning of the German Commercial Code - the registered office of our company. However, we are also entitled to sue the customer at his general place of jurisdiction.

12.3. The law of the Federal Republic of Germany applies exclusively to all legal relationships between the customer and us, excluding the UN Sales Convention (CISG).

13. Incoterms, written form, severability clause

13.1. Insofar as commercial clauses according to the International Commercial Terms (INCOTERMS) have been agreed, the INCOTERMS 2020 apply.

13.2. All agreements, ancillary agreements, assurances and changes to the contract must be in writing. This also applies to the waiver of the written form agreement itself. The priority of the individual agreement (§ 305b BGB) in written, textual or oral form remains unaffected by this.

13.3. Should a provision of the contract concluded with us be or become wholly or partially invalid/void or unenforceable for reasons of the law of the General Terms and Conditions according to §§ 305 to 310 BGB, the statutory regulations shall apply.

Should a current or future provision of the contract be or become wholly or partially invalid/void or unenforceable for reasons other than the provisions relating to the law of the General Terms and Conditions according to §§ 305 to 310 BGB, this shall affect the validity of the remaining provisions of this contract not affected, unless the execution of the contract - also taking into account the following regulations - would represent an unreasonable hardship for one party. The same applies if, after the conclusion of the contract, there is a gap that needs to be supplemented. Contrary to any principle according to which a severability clause should only reverse the burden of proof, the validity of the remaining contractual provisions should be maintained under all circumstances and thus § 139 BGB are waived as a whole.

The parties will replace the invalid or void or unenforceable provision or gap that needs to be filled for reasons other than the provisions relating to the law of the General Terms and Conditions according to §§ 305 to 310 BGB with an effective provision which, in its legal and economic content, corresponds to the invalid one or void or unenforceable provision and the overall purpose of the contract. § 139 BGB (partial nullity) is expressly excluded. If the invalidity of a provision is based on a measure of performance or time (deadline or date) specified therein, the provision must be agreed with a legally permissible measure that comes closest to the original measure.

14. Privacy Policy

For the purpose of contract initiation and execution, we collect and store personal data of the customer.
The data collection and data processing is necessary for the execution of the contract and is based on Art. 6 Para. 1 S. 1 b) DSGVO. The data is only transmitted to commissioned service providers within the framework of contract processing. The data will be deleted as soon as they are

The customer is entitled to request information about the data we have stored about him and, if the data is incorrect, to request the correction or, in the case of inadmissible data storage, the restriction or deletion of the data. In addition, the customer has the right to data transferability and a right of appeal to the supervisory authority responsible for us.