Legal

Terms and Conditions

§ 1 General Terms
1. These Terms and Conditions are part of all offers and contracts covering the Seller’s deliveries and services, both ongoing and future. They’re deemed accepted at the latest upon receipt of the goods or services.
2. They also apply to consulting services not governed by a separate consulting agreement.
3. Any terms deviating from these – especially the Buyer’s purchasing terms – are binding only if confirmed in writing by the Seller.
4. The Buyer agrees that the Seller may process the company and personal data of the Buyer in accordance with the applicable data protection laws.

§ 2 Offers – Contract Conclusion – Prices
1. Unless stated otherwise, the Seller’s offers to business customers are non-binding. Intermediate sales are reserved unless a binding offer was made. Otherwise, offers may be revoked until accepted.
2. Orders are considered accepted when confirmed in writing by the Seller or promptly fulfilled – in which case, the invoice serves as confirmation.
3. Unless otherwise agreed, prices are ex works or warehouse, excluding packaging, plus shipping and VAT.
4. Any freight allowances become void if the Buyer’s financial situation deteriorates significantly – especially in the case of seizures, enforcement actions, or insolvency.
5. Even if delivery “free shipping” is agreed, goods travel at the Buyer’s risk.
6. If delivery is set for at least 4 weeks after the contract date – or it’s an ongoing supply – the Seller may increase prices reasonably if costs (e.g. labor or materials) rise through no fault of his own. VAT changes can be passed on immediately. For non-business buyers, price increases are only allowed for ongoing supply contracts or agreed delivery more than 4 months after contract due to unforeseen cost hikes.

§ 3 Delivery and Transfer of Risk
1. Delivery dates are approximate unless the Seller is directly responsible. For business clients, delays only give rise to claims if the Buyer sets a reasonable grace period of at least 8 business days in writing.
2. Partial deliveries are allowed within reason and must be accepted.
3. Force majeure – like operational disruptions, strikes, natural disasters, legal orders, or blocked transport – releases the Seller from responsibility, even with fixed deadlines. Delivery times extend by the duration of the disruption plus a reasonable restart period.
4. Start and end of such disruptions will be communicated ASAP. The Buyer must respond within a reasonable period whether they insist on delivery, claim damages, or withdraw from the contract. The same goes in reverse at the Buyer’s request. If the Seller doesn’t respond promptly, the Buyer may withdraw. See § 6 for damages.
5. The Seller is liable for delays only if caused by himself or his staff, not by his own suppliers. However, he will assign supplier claims to the Buyer on request.
6. If the Seller fails to deliver even after a grace period, the Buyer may withdraw or claim damages, limited to proven extra costs from a “cover purchase” (needs at least 3 comparative quotes). Further claims are excluded unless caused by gross negligence. Seller is not liable for non-performance due to ordinary negligence. For gross negligence, Seller is only liable if caused by management or key duties are breached. Even then, liability is limited to foreseeable damages.

7. Risk passes to the Buyer upon dispatch – even if delivery is free shipping. Seller ships at best discretion.
8. If unforeseeable events significantly alter the economic value or content of delivery, or impact Seller’s business, the contract should be adjusted in good faith. If not viable, the Seller may withdraw and must notify the Buyer immediately.

§ 4 Payment Terms
1. Each shipment is invoiced as of the shipping date – even for partial deliveries.
2. Unless otherwise agreed, payment is due within 30 calendar days of the invoice date, net.
3. Bills of exchange are only accepted by prior agreement and only for payment, including all costs. Checks count as payment only once cleared.
4. In case of late payment, default interest equal to Seller’s own bank loan rates apply – at least 5% above base rate (8% for business customers) unless Buyer proves lower damage. Seller may prove higher damage.
5. If Buyer is in default or a check/bill bounces, Seller may demand advance payment for further deliveries, declare all outstanding debts immediately due, and demand cash or security in exchange for returned checks/bills. Legal default rules also apply (§§ 286 ff BGB).
6. If Buyer’s financial status declines significantly post-contract, Seller may withhold deliveries and demand immediate payment of all remaining debt.

7. Legitimate defect claims only allow withholding payment proportionally. Offsetting is allowed only with undisputed or court-confirmed claims. Business Buyers waive any right of retention (§§ 369 HGB, 273 BGB).

§ 5 Product Quality – Warranty – Defects – Liability
1. Only the manufacturer’s product description defines the agreed quality. Public claims or ads are not contractually binding.
2. Buyer must inspect the goods immediately upon receipt for quantity and condition. Obvious defects must be reported in writing within 14 calendar days. Hidden defects must be reported within 10 business days after discovery. Buyer must prove when the defect was found. § 377 HGB applies for business transactions. Buyer must inform Seller ASAP of any warranty case involving a consumer.
3. If defects are found, the goods must not be used, resold, or modified until settled or inspected by a certified expert.
4. Valid claims entitle the Buyer to repair or replacement – business customers at Seller’s discretion. If the second attempt fails, Buyer may reduce price or withdraw. If Seller fails to respond within a grace period, both options are also available. No withdrawal for minor defects. Partial defects don’t justify rejection of full delivery unless the rest is useless to Buyer. Defects with negligible impact on value or usability are excluded from warranty.
5. Seller is liable for absence of guaranteed features only if the guarantee was meant to protect against this kind of consequential damage. Reference to DIN or EN standards does not constitute a guarantee.
6. For damage claims, see § 6.

§ 6 Limitation of Liability – Damages
1. Seller is not liable for damages, regardless of legal reason – especially for breach of duty or tort – unless stated otherwise below. This includes indirect or consequential damages and expense claims.
2. For breach of key contractual duties, liability is limited to typical, foreseeable damages.
3. Exceptions to 1 and 2: liability is mandatory for product liability, gross negligence, injury to life, body, or health. These terms don’t shift the burden of proof to the Buyer.
4. All above also apply in reverse to claims from the Buyer.

§ 7 Retention of Title
1. All delivered items remain Seller’s property until full payment of purchase price and all other receivables. No pledging or transfer as collateral allowed without Seller’s OK.
2. Processing is done on behalf of Seller, free of charge, and doesn’t imply Seller is the manufacturer (§ 950 BGB). Buyer grants proportional co-ownership of the new item based on invoice value.
3. If the item becomes a component of another item (main item), the Buyer transfers proportional co-ownership to Seller and assigns related claims from third parties in the same proportion. Seller accepts the assignment and collection rights.
4. Resale, processing, or combination is allowed only in the ordinary course of business and only if the Buyer ensures that assigned claims transfer to Seller. Buyer must collect payment or retain ownership until paid. These conditions must be agreed with the end customer.
5. Buyer must notify Seller immediately if goods are seized, attached, or otherwise interfered with by third parties. If Buyer defaults, Seller may terminate Buyer’s possession rights without notice and demand return. In case of insolvency or payment stop, all rights per clauses 2–4 expire – except for insolvency administrator’s rights.
6. Seller does not need to withdraw from the contract to assert retention of title. Buyer must allow Seller or agents access to inspect and reclaim goods.
7. If the value of collateral exceeds the Seller’s claims (less down payments) by more than 20%, Seller must release excess collateral. Once all Seller’s claims are paid, ownership and assigned rights revert to Buyer.

§ 8 Place of Performance – Jurisdiction – Governing Law
1. Place of performance and jurisdiction for deliveries and payments (including check and bill actions), and all disputes is Seller’s main place of business, if the Buyer is a business, legal entity under public law, or public special fund. Seller may also sue at Buyer’s location.
2. All contractual relations are governed exclusively by German law, excluding CISG (UN Sales Convention).

§ 9 Final Provisions
1. If any part of these Terms violates applicable law or becomes invalid, the rest remains effective.
2. Invalid clauses shall be replaced by provisions that come closest to the parties’ economic intent and mutual interest. Same goes for any gaps.
3. Both parties agree to cooperate in good faith to finalize such replacement clauses.ernsthaft mitzuwirken.