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General Terms and Conditions of Business

The following General Terms and Conditions (GTC) apply to all our business relationships with our customers. It is irrelevant whether we manufacture the goods ourselves or purchase them from suppliers. The GTC only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. The valid version at the time the contract is concluded shall apply.
Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract under any circumstances, even if we are aware of them, unless their validity is expressly agreed. This requirement for consent shall apply in any case, for example even if we carry out the delivery to the customer without reservation in the knowledge of the customer's General Terms and Conditions.
Separate agreements made with the customer in individual cases (including collateral agreements, supplements and amendments) and information in our order confirmation shall take precedence over these General Terms and Conditions. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.
Legally relevant declarations and notifications by the customer regarding the contract (e.g. notifications of defects, deadlines, withdrawal or reduction) must be made in writing, i.e. in written and text form (e.g. letter, e-mail). Further statutory formal requirements and further evidence (if necessary, in case of doubt about the legitimacy of the declarant) remain unaffected.
If references are made to the validity of statutory provisions, it should be noted that these are only of clarifying significance. The statutory provisions shall apply - even if no corresponding clarification has been made - to the extent that they are not amended or excluded by the General Terms and Conditions.
The contractual language is German. If these GTC are published in other languages, these shall only serve as a translation of the German version. If inconsistencies appear in the translations, the German version of the GTC shall always take precedence.

The conditions for our goods are non-binding and subject to change. This shall also apply if we have provided the customer with catalogs or other documents (e.g. calculations) as well as other product descriptions or documents (also in electronic form). We reserve the property rights and copyrights for all documents handed over to the customer in connection with the placing of the order. These documents may not be made accessible to third parties unless we give the customer our express written consent to do so.
The presentation of our goods on the Internet shall not be constituted as an offer, but a non-binding invitation to the customer to place an order. We reserve the right to make technical and other changes in shape, color or weight within reasonable limits.
The order of the goods by the customer is considered a binding offer of contract.
Unless the order states otherwise, we are entitled to accept this contractual offer within 2 weeks of its receipt by us.
The acceptance of the offer to conclude a contract can be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the customer. Acceptance of an order by telephone shall not constitute a binding acceptance of the offer.
A minimum order value per delivery of 150.00 euros must be observed.

The delivery period shall be agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period shall be around 2 weeks from the conclusion of the contract.
If we are unable to observe binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we shall inform the customer of this immediately and at the same time inform the customer of the expected new delivery deadline. If the service is also not available within the new delivery period, we shall be entitled to cancel the contract in whole or in part; we shall immediately return any payments that have already been made by the customer. The case of non-availability of the service in this context is in particular the failure of our supplier to deliver to us in good time if we have concluded a congruent hedging transaction, neither we nor our supplier are at fault, or we are not obliged to procure in the individual case. Whether we as sellers are in default of delivery in other cases shall be determined in accordance with the statutory provisions. However, the prerequisite for a delay in delivery by us as the seller is a reminder from the customer.

We reserve title to the goods until full payment of all our present and future claims arising from the purchase contract and an ongoing business relationship (secured claim).
The customer is obliged to treat the goods with care for the duration of the retention of title.
The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The customer must inform us immediately in writing of all access by third parties to the goods, in particular of enforcement measures, as well as of any damage or destruction of the goods, so that we can enforce our ownership rights. In the event of attachment by third parties or other interventions by third parties, the customer must refer to our ownership. The customer must notify us immediately of any change of ownership of the goods and any change of address. The customer shall compensate us for all damages and costs incurred by a breach of these obligations and by necessary intervention measures against access to the goods by third parties.
We shall be entitled to withdraw from the contract in the event of breach of contract by the customer, in particular in the event of a default in payment, and to demand the return of the goods after we have set a reasonable deadline for performance. In addition, we shall be entitled to cancel the contract in the event of a breach of an obligation under § 4 clause 3 and to demand the return of the goods if we can no longer reasonably be expected to hold on to the contract.
The customer is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business as long as he is not in default of payment.
The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of our goods, whereby we shall be considered as the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
The customer hereby assigns to us as security any claims against third parties arising from the resale of the goods or the product in total or in the amount of our possible co-ownership share in accordance with the above paragraph. We accept the assignment. The obligations of the customer stated in § 4 clause 3 shall also apply with regard to the assigned claim.
The buyer may collect these claims assigned to us for his account in his own name on our behalf if we do not revoke this authorization. This shall not affect our right to collect these claims ourselves; however, we shall not assert the claims ourselves and shall not revoke the direct debit authorization as long as the customer properly meets his payment obligations. However, if the customer acts in breach of contract - in particular if he is in arrears with the payment of a claim for payment - we may demand that the customer informs us of the assigned claims and the respective debtors, informs the respective debtors of the assignment and hands over to us all documents and provides all information that we require to assert the claims.
If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the customer's request.

The purchase price is valid and due for payment within ten days of receipt of the goods. However, we are entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We shall declare a corresponding reservation with the order confirmation at the latest.
The customer shall be in default of payment upon expiry of this period. During the period of default, interest shall be charged on the purchase price at the applicable default interest rate. We reserve the right to claim further damages caused by default.
The customer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the customer's counter-rights shall remain unaffected.

The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person or institution otherwise designated to carry out the shipment.
If the customer is in default of acceptance, this shall be deemed equivalent to handover.

If the delivered item is defective, we shall initially provide warranty at our discretion by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
We are entitled to make the subsequent performance owed dependent on the customer paying the purchase price due. However, the customer is entitled to retain a reasonable part of the purchase price in proportion to the defect.
If the subsequent performance has failed or a reasonable deadline to be set by the customer for the subsequent performance has expired unsuccessfully or is dispensable according to the statutory provisions, the customer may withdraw from the purchase contract or reduce the purchase price. However, there is no right of withdrawal in the case of an insignificant defect.
Claims of the customer for damages or reimbursement of wasted expenses shall only exist in accordance with § 8, even in the case of defects, and are otherwise excluded. In the event of a claim for damages, the limitations of liability pursuant to § 8 clauses 1 and 2 of the GTC shall apply.
We shall not be liable for defects that the customer is aware of or is grossly negligent in not being aware of when the contract is concluded. Furthermore, the customer's claims for defects presuppose that he has complied with his statutory inspection and complaint obligations (§§ 377, 381 HGB). Customers must inspect the delivered goods immediately for deviations in quality and quantity and notify us in writing of any recognizable defects within a period of 24 hours from receipt of the goods; otherwise, we are not obliged to provide a warranty. Hidden defects (including quality defects) must be reported to us immediately in writing, otherwise we shall not be obliged to provide a warranty. If the customer fails to properly inspect the goods and/or report defects, our liability for the defects not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions. The customer shall bear the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect.
We do not give our customers any guarantees in the legal sense.
All claims derived from the defectiveness of the goods, including any claims for damages, shall become time-barred after twelve months, beginning with the transfer of risk, except in the case of gross negligence and claims for compensation for damage to life, limb or health. This shall also apply to any competing, congruent claims for damages arising from non-contractual liability.

Unless otherwise stated in these GTC, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall be liable, subject to statutory limitations of liability (e.g. care in our own affairs; insignificant breach of duty), only
a.) for damages resulting from injury to life, body or health
b.) for damages arising from the breach of an essential contractual obligation (obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.
The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favor) whose fault we are responsible for in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee for the quality of the goods has been assumed and for claims of the customer under the Product Liability Act.
The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

The law of the Federal Republic of Germany shall apply to these GTC and the contractual relationship between us and the customer to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
The exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is our registered office. The same shall apply if the customer does not have a general place of jurisdiction in Germany or if his place of residence or habitual abode is unknown at the time the action is filed.
Should individual provisions of the contract with the customer, including these General Terms and Conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.