General Terms and Conditions

Validity of Terms — General

These terms and conditions apply to all current and future business relationships. Deviating, conflicting, or supplementary general terms and conditions or other provisions shall not become part of the contract, even if known, unless their validity is confirmed in writing.

For the purposes of these terms and conditions, customers are entrepreneurs. Entrepreneurs are natural or legal persons or partnerships with legal capacity with whom business relationships are entered into and who act in the exercise of a commercial or independent professional activity.

The seller reserves all proprietary rights and copyrights to cost estimates, drawings, and other documents. These documents may only be made accessible to third parties with the prior consent of the seller and must be returned to the seller immediately upon request if the order is not placed with the seller.

Conclusion of Contract

Our offers are non-binding and subject to change. Technical modifications as well as changes in form, color, and/or weight remain reserved within reasonable limits.

By ordering goods, the customer declares in a binding manner that they wish to purchase the goods and remains bound by this declaration for four weeks. The seller is entitled to accept the contractual offer contained in the order within this period by declaring acceptance to the buyer. Acceptance can be declared either in writing (including fax or e-mail) or by delivering the ordered goods to the customer.

The conclusion of the contract is subject to the correct and timely delivery of goods to the seller by their own suppliers. This only applies in the event that the non-delivery is not the fault of the seller, in particular when concluding a congruent supply contract with the supplier. The customer will be informed immediately about the unavailability of the service. Any consideration already provided will be refunded immediately.

Our field representatives do not have collection authority. They are not authorized to make verbal side agreements or give verbal assurances that go beyond the content of the written contract or to cancel agreements.

Prices — Default — Offsetting

Prices are ex works/warehouse, excluding deductions, plus packaging, expenses, and value-added tax/import sales tax.

Price changes are only permitted if there is a period of more than 4 months between the conclusion of the contract and the agreed and/or actual delivery date; in this case, the seller's list price valid on the day of delivery shall apply. For deliveries within 4 months, the agreed price shall apply.

The total price is due for payment upon handover or receipt of the goods by the customer without any deduction, unless otherwise provided in the purchase contract. Payment orders, checks, and bills of exchange are only accepted by special agreement and only on account of performance, with all collection and discount charges to be borne by the customer. During the period of default, the customer must pay interest on the monetary debt at a rate of 1.2% per started month. The seller reserves the right to claim and prove higher damages for default against the entrepreneur.

The customer may only offset claims against the seller if the customer's counterclaim is undisputed or a legally binding title exists. The buyer may only exercise a right of retention if it is based on claims from the same contractual relationship.

Delivery — Default of Acceptance

Delivery dates or deadlines, whether agreed as binding or non-binding, must be in writing. In the event of subsequent contract amendments, new delivery dates or deadlines must be agreed upon again at the same time. The customer may request the seller in writing to deliver within a reasonable period 6 weeks after a non-binding delivery date or deadline has been exceeded. The seller only falls into default upon this request.

Default does not occur in cases of force majeure and other unforeseen obstacles such as riots, operational disruptions, strikes, or lockouts, even if they occur at the seller's suppliers or sub-suppliers. Partial deliveries are permitted as far as they are reasonable for the customer.

In the event of default of acceptance by the customer, the seller may withdraw from the contract and demand compensation after setting a reasonable collection period, provided that such a deadline is not unnecessary. This compensation amounts to 30% of the purchase price. It shall be set higher if the seller proves higher damages. The customer is permitted to prove that the seller has incurred no damage at all or that the damage is significantly lower.

Transfer of Risk

The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover; in the case of mail-order purchases, upon delivery of the item to the forwarder, the carrier, or the person or institution otherwise designated to carry out the shipment.

Handover is deemed to have taken place if the buyer is in default of acceptance.

Retention of Title

In contracts with companies, we retain ownership of the goods until all claims from an ongoing business relationship have been settled in full. If the value of all security rights to which the seller is entitled against the company exceeds the amount of all secured claims by more than 20%, the seller will release securities at their discretion to that extent.

The customer is obliged to treat the goods with care. If maintenance and inspection work is required, the customer must carry out these tasks regularly at their own expense.

In the event of seizure, confiscation, or other dispositions or interventions by third parties regarding the goods, as well as any damage to or destruction of the goods, the customer is obliged to notify the seller immediately. We are entitled to withdraw from the contract and demand the return of the goods in the event of conduct by the customer in breach of contract, in particular in the event of default in payment or breach of the obligation to carry out maintenance and inspection work or breach of a notification obligation. The customer is obliged to surrender the goods.

During the existence of the retention of title, the customer is prohibited from pledging or assigning the goods as security. The entrepreneur is entitled to resell the goods in the ordinary course of business. They hereby assign to the seller all claims in the amount of the invoice total that arise against a third party through the resale. The seller accepts the assignment. After the assignment, the entrepreneur is authorized to collect the claim. The seller reserves the right to collect the claim themselves as soon as the entrepreneur fails to properly meet their payment obligations and falls into default of payment.

The processing and transformation of the goods by the entrepreneur always take place in the name and on behalf of the seller. If processing occurs with items not belonging to the seller, we acquire co-ownership of the new item in proportion to the value of the delivered goods to the other processed items. This also applies if the goods are mixed with other items not belonging to the seller.

Warranty

If the seller's operating, maintenance, or inspection instructions are not followed, changes are made to the goods, parts are replaced, or consumables are used that do not meet the seller's original specifications, any warranty shall be void.

For defects in the goods, we initially provide a warranty to the entrepreneur at our discretion through repair or replacement. If subsequent performance fails, the customer may, in principle, demand a reduction in price (abatement) or cancellation of the contract (withdrawal) at their discretion. In the case of only minor breaches of contract, in particular only minor defects, the customer is not entitled to a right of withdrawal.

Entrepreneurs must notify the seller in writing of obvious defects within a period of 2 weeks from receipt of the goods; otherwise, the assertion of the warranty claim is excluded. Timely dispatch is sufficient to meet the deadline. The entrepreneur bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect, and for the timeliness of the notice of defect.

If the customer chooses to withdraw from the contract due to a legal or material defect after failed subsequent performance, they are not entitled to any additional claim for damages due to the defect. If the customer chooses damages after failed subsequent performance, the goods remain with the customer if this is reasonable for them. Damages are limited to the difference between the purchase price and the value of the defective item. This does not apply if the seller has caused the breach of contract maliciously. For entrepreneurs, the warranty period is one year from delivery of the goods.

For entrepreneurs, only the seller's product description is generally agreed upon as the quality of the goods. Public statements, promotions, or advertising by the manufacturer do not constitute a contractual specification of the quality of the goods. If the customer receives defective assembly instructions, the seller is only obliged to supply defect-free assembly instructions, and only if the defect in the assembly instructions prevents proper assembly. The customer does not receive any guarantees in the legal sense from the seller. Any manufacturer warranties remain unaffected by this.

Limitation of Liability

In the event of slightly negligent breaches of duty, our liability is limited to the direct average damage foreseeable and typical for the type of goods. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.

We are not liable to the customer for slightly negligent breaches of non-essential contractual obligations. The aforementioned limitations of liability do not affect the customer's claims arising from product liability.

Furthermore, these limitations of liability do not apply to bodily injury or damage to health attributable to us, or in the event of loss of life of the customer.

Claims for damages by the customer due to a defect become time-barred one year after delivery of the goods. This does not apply if we are guilty of gross negligence, as well as in the case of bodily injury or damage to health attributable to us or loss of life of the customer.

Final Provisions

The place of performance is Freiburg im Breisgau. The place of jurisdiction for all potential disputes arising from the business relationship between the seller and the customer is, at the seller's discretion, Freiburg im Breisgau or the customer's registered office. Mandatory statutory provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.

The relationship between us and the customer is governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) does not apply.

Insofar as the contract or these General Terms and Conditions of Sale and Delivery are or become invalid in whole or in part, or contain loopholes, those legally valid provisions shall be deemed agreed upon to fill these loopholes which the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Sale and Delivery had they been aware of the loophole or invalidity.