General Terms and Conditions (GTC)

General Terms and Conditions of Sale

I. Scope

1. These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (“buyer”). The General Terms and Conditions of Sale only apply if the buyer is an entrepreneur (Section 14 of the German Civil Code), a legal entity under public law or a special fund under public law within the meaning of Section 310 Paragraph 1 of the German Civil Code.

2. Our General Terms and Conditions of Sale apply exclusively. Differing, conflicting or supplementary General Terms and Conditions of the buyer only become part of the contract if and to the extent that we have expressly agreed to their validity. This consent requirement also applies if the buyer refers to his General Terms and Conditions as part of the order and we have not expressly objected to the General Terms and Conditions.

3. These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable items (“goods”). It is not taken into account whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions of Sale apply in the version valid at the time the buyer places the order or in the version last communicated to him in text form as a framework agreement for similar future contracts, without us as the seller having to refer to them again on a case-by-case basis.

4. Individual agreements made with the buyer in individual cases (including ancillary agreements, additions and changes) and information in our order confirmation take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

5. Legally relevant declarations and notifications from the buyer regarding the contract (e.g. notifications of defects, setting of deadlines, withdrawal or reduction) must be made in writing, i.e. in written and text form (e.g. letter, e-mail, fax). Further statutory formal requirements and further evidence (if there are doubts about the legitimacy of the person making the declaration) remain unaffected.

6. If references are made to the validity of statutory provisions, it should be noted that these are only intended to clarify. The statutory provisions apply – even if no corresponding clarification has been made – to the extent that they are not modified or excluded by the General Terms and Conditions of Sale.

II. Offer and conclusion of contract

1. Our offers are non-binding and subject to change. This also applies if we have provided the buyer with catalogs, technical documentation (e.g. drawings, plans, calculations, estimates, references to DIN standards) and other product descriptions or documents (also in electronic form). We reserve ownership and copyright to all documents provided to the buyer in connection with the order. These documents may not be made accessible to third parties unless we give the customer our express written consent.

2. When the buyer orders the goods, this is a non-binding contract offer in accordance with Section 145 of the German Civil Code. In the event that nothing else arises from the order, we are entitled to accept this contract offer within two weeks of receipt.

3. Acceptance of the contract offer by the buyer can be declared either in writing (e.g. by means of an order confirmation) or by delivery of the goods to the buyer. In the event that we as the seller do not accept the buyer’s offer within the period specified in Section II.2, any documents sent to the buyer must be returned to us immediately.

III. Prices and payment agreements

1. Unless otherwise agreed in writing in individual cases, our prices in euros (€) ex warehouse at the time of conclusion of the contract apply, plus statutory sales tax. The costs of packaging will be invoiced separately. Unless a fixed price agreement has been made, reasonable price changes due to changes in wage, material and distribution costs for deliveries that take place 3 months or later after conclusion of the contract remain reserved.

2. In the context of a mail order purchase, the buyer must bear the transport costs ex warehouse and the costs of any transport insurance requested by the buyer. In the event that we do not invoice the transport costs incurred in the individual case, we charge a flat rate transport cost (excluding transport insurance) of EUR 18 net. Any customs duties, fees, taxes and other public charges must be borne by the buyer.

3. Payment of the purchase price must be made exclusively to the account specified in the order confirmation. The deduction of discounts is only permitted with a special written agreement.

4. Unless otherwise agreed, the purchase price is due and payable within fourteen days of invoicing and delivery or acceptance of the goods. However, even within the framework of an ongoing business relationship, we are entitled at any time to make a delivery in whole or in part only against advance payment. We will declare a corresponding reservation at the latest with the order confirmation.

5. The buyer is in default if the above payment period expires. During the default, the purchase price is subject to interest at the applicable statutory default interest rate according to Section 288 Paragraph 2 of the German Civil Code (BGB) in the amount of nine percentage points above the respective base interest rate. We reserve the right to assert further damages due to default. Our claim to commercial default interest according to Section 353 of the German Commercial Code (HGB) remains unaffected with regard to merchants.

6. If, after conclusion of the contract, it is foreseeable that our claim to payment of the purchase price is at risk due to a lack of performance on the part of the buyer (e.g. by filing for insolvency proceedings), we are entitled to refuse performance and, if necessary after setting a deadline, to withdraw from the contract in accordance with the statutory provisions (Section 321 of the German Civil Code). In the case of contracts in which the production of non-fungible items (custom-made items) is owed, we can declare withdrawal immediately. The statutory provisions on the dispensability of setting a deadline remain unaffected in this respect.

IV. Rights of retention

The buyer is only entitled to set-off or retention rights if his claim has been legally established or is undisputed and his counterclaim is based on the same contractual relationship. In the event that defects occur during delivery, the buyer’s counterclaims remain unaffected, in particular in accordance with IX paragraph 6 sentence 2 of these General Terms and Conditions of Sale.

V. Delivery period and delay in delivery

1. The delivery period is agreed individually or stated by us when accepting the order. If this is not the case, the delivery period is approximately 6 weeks from the conclusion of the contract.

2. In the event that we are unable to meet contractually agreed delivery periods for reasons for which we are not responsible, we must inform the buyer of this fact immediately and at the same time provide the expected or new delivery period. If a delayed delivery cannot be made due to the unavailability of the service even within the newly announced delivery period, we are entitled to withdraw from the contract in whole or in part; we must immediately reimburse any consideration already provided by the buyer (in the form of payment of the purchase price). The unavailability of the service is the case, for example, if our supplier has not delivered on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (for example due to force majeure) or if we are not obliged to procure in the individual case.

3. Whether we as the seller are in default of delivery is determined by the statutory provisions. However, a prerequisite for a delay in delivery by us as the seller is a reminder from the buyer. In the event that there is a delay in delivery, the buyer can claim flat-rate compensation for the damage caused by the delay. The flat-rate compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but a maximum of 5% of the delivery value of the goods delivered late. We reserve the right to provide appropriate evidence that the buyer has suffered no damage or only less damage than the above flat rate.

4. The rights of the buyer in accordance with X. of these General Terms and Conditions of Sale and our statutory rights, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of the performance and/or subsequent fulfillment), remain unaffected.

VI. Delivery, transfer of risk, acceptance, delay in acceptance

1. Delivery is ex warehouse. The warehouse is also the place of performance for delivery and the place for any subsequent performance. In the event that the buyer wants the goods to be sent to another destination (sale by dispatch), he must bear the costs of shipping. In the event that nothing has been contractually agreed, we can determine the type of shipping ourselves (packaging, shipping route, transport company).

2. When the goods are handed over to the buyer, the risk of accidental loss and accidental deterioration is transferred to the buyer. In the context of a sale by dispatch, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay are transferred when the goods are delivered to the forwarding agent or carrier. In the event that acceptance of the goods is contractually agreed, this is decisive for the transfer of risk. Further statutory provisions of the law on work contracts remain unaffected. The handover or acceptance of the goods is deemed to have taken place if the buyer is in default of acceptance.

3. In the event that the buyer is in default of acceptance or our delivery is delayed for other reasons for which the buyer is responsible, we have a claim against the plaintiff for compensation for the damage incurred, including additional expenses (e.g. storage costs). If this is the case, we will invoice the buyer a flat-rate compensation of EUR 10 net per calendar day (beginning with the delivery period or, if no delivery period has been specified, with the notification that the goods are ready for dispatch). Our statutory claims (reimbursement of additional expenses, reasonable compensation, termination) and proof of greater damage remain unaffected.

4. Proof of greater damage and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the flat rate must be offset against further monetary claims. However, the buyer reserves the right to prove that we have suffered no damage at all or only significantly less damage than the above-mentioned lump sum.

VII. Retention of title

1. We retain title to the goods delivered until all of our current and future claims from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

2. Until the secured claims have been paid in full, the goods subject to retention of title may not be pledged to third parties or transferred as security. The buyer must notify us immediately in writing if an application is made to open insolvency proceedings or if third parties (e.g. seizures) access the goods belonging to us. If the third party is unable to reimburse us for the legal and extrajudicial costs of a lawsuit in accordance with Section 771 of the Code of Civil Procedure, the customer is liable for the loss we incur.

3. In the event of the buyer’s breach of contract, in particular in the event of non-payment of the purchase price due, we are entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of the retention of title. The demand for return does not simultaneously contain a declaration of withdrawal; rather, we are entitled to simply demand the return of the goods and reserve the right to withdraw. In the event that the buyer does not pay the purchase price due, we must have unsuccessfully set the buyer a reasonable deadline for payment before asserting these rights. This only applies if such a deadline is not dispensable under the statutory provisions.

4. The buyer is entitled to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with VII. 4. lit. c. In this case, the following provisions apply in addition:

a. The products of our goods resulting from the combination, mixing or processing are subject to retention of title at their full value, whereby we are considered the manufacturer. In the event that the ownership rights of third parties remain in place when the goods are combined, mixed or processed with them, we acquire co-ownership in proportion to the invoice values of the combined, mixed or processed goods. In all other respects, the same applies to the resulting product as to the goods delivered under retention of title. The buyer also assigns to us, for security purposes, any claims that arise against a third party as a result of the combination of the reserved goods with real estate. In this case, we accept the assignment.

b. The buyer assigns to us at this point in time, in full or in the amount of our possible co-ownership share in accordance with VII. 4. lit. a, for security purposes, the claims against third parties arising from the resale of the goods or the product in the amount of the final invoice amount (including VAT) agreed with us. We accept the assignment. The buyer’s obligations listed in VII. 2. also apply with regard to the assigned claims.

c. The buyer remains authorized to collect the claim alongside us. As long as the buyer meets his payment obligations to us, there is no lack of performance on the part of the buyer and we do not assert the retention of title by exercising a right in accordance with VII. 3., we undertake not to collect the claim. If we assert the exercise of a right in accordance with VII. 3., we can demand that the buyer disclose the assigned claims and their debtors, and that the buyer provides all information necessary for collection, hands over the associated documents and informs the debtors (third parties) of the assignment. In addition, we are entitled to revoke the buyer’s authority to resell and to process the goods subject to retention of title.

d. In the event that the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the buyer’s request.

5. The buyer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him.

IX. Buyer’s claims for defects

1. The statutory provisions apply to the buyer’s rights in the event of material and legal defects (including incorrect and incomplete delivery), unless otherwise specified below. This does not affect the statutory provisions on the purchase of consumer goods (Sections 474 ff. of the German Civil Code) and the buyer’s rights arising from separately issued guarantees, in particular from the manufacturer.

2. Agreements that we have made with buyers regarding the quality and the intended use of the goods (including accessories and instructions) regularly form the basis of our liability for defects within the scope of the warranty. A quality agreement includes all product descriptions and manufacturer information that are the subject of the individual contract or that were made public by us (in particular in catalogs or on our Internet homepage) at the time the contract was concluded. In the event that no quality was agreed, it must be assessed whether a defect exists in accordance with the provisions of Section 434 Paragraph 3 of the German Civil Code. In this context, it should be noted that public statements made by the manufacturer in advertising or on the label of the goods take precedence over statements made by other third parties.

3. We are not liable for defects that the buyer knows about when the contract is concluded in accordance with Section 442 of the German Civil Code (BGB) or that he is grossly negligent about not knowing about.

4. The buyer’s claims for defects only exist if the buyer has complied with his statutory inspection and notification obligations (Sections 377, 381 of the German Commercial Code (HGB). If the goods are building materials or other goods intended for installation or other processing, an inspection must be carried out immediately before processing. We must be notified in writing immediately if a defect becomes apparent during delivery, inspection or at a later date. Obvious defects must be reported in writing within 10 working days of delivery and non-obvious defects within the same period of time from the discovery of the defects. In the event that the buyer fails to carry out a proper inspection and/or report defects or does not do so, liability on our part for the defect that was not reported or not reported in a timely manner or not reported properly is excluded in accordance with statutory provisions. If the goods were intended for fitting, attachment or installation, this also applies if the defect only became apparent after the corresponding processing as a result of non-compliance with or violation of one of these obligations. In this case, the buyer is not entitled to claim compensation for the “installation and removal costs”.

5. If the goods delivered are defective, we as the seller have the right to choose whether to provide subsequent performance by removing the defect (repair) or by delivering a defect-free item (subsequent delivery). If the type of subsequent performance chosen by us is unreasonable for the buyer in the individual case, he can refuse it. However, we reserve the right to refuse subsequent performance under the statutory conditions. In addition, we are entitled to make the subsequent performance to be provided by us dependent on the buyer paying the purchase price due. However, the buyer has the right to retain a portion of the purchase price that is appropriate in relation to the defect.

6. The buyer must grant us the necessary time and opportunity to provide the subsequent performance. In particular, the buyer must hand over the item for which he has claimed a defect to us for inspection purposes. In the event that we make a subsequent delivery of a defect-free item, the buyer must return the defective item to us in accordance with the statutory provisions. However, the buyer is not entitled to a right of return.

7. Unless we have contractually committed ourselves to this, the subsequent performance does not include the removal, removal or disassembly of the defective item or the installation, attachment or installation of a defect-free item. This does not affect the buyer’s claims for reimbursement of the “installation and removal costs”.

8. We will reimburse the expenses necessary for inspection purposes and for subsequent performance (transport, labor and material costs as well as removal and installation costs, if applicable) in accordance with the statutory provisions and these General Terms and Conditions of Sale in the event that a defect exists. However, we can demand reimbursement from the buyer for costs incurred due to an unjustified request for remedy of the defect in the event that the buyer knew or could have recognized that there was actually no defect.

9. The buyer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses for this if there is an urgent case (e.g. in the event of a risk to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if he undertakes the work himself. In the event that we are entitled to refuse subsequent performance in accordance with the statutory provisions, the buyer has no right to undertake the work himself.

10. The buyer can withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline set by the buyer for subsequent performance has expired without success or is unnecessary according to the statutory provisions. In the event of a minor defect, however, the buyer has no right of withdrawal.

11. The buyer’s claims for reimbursement of expenses in accordance with Section 445a Paragraph 1 of the German Civil Code are excluded, unless the last contract in the supply chain is a purchase of consumer goods (Sections 478, 474 of the German Civil Code) or a consumer contract for the provision of digital products (Sections 445c Sentence 2, 327 Paragraph 5, 327u of the German Civil Code).

12. Claims for damages or claims for reimbursement of wasted expenses by the buyer (Section 284 of the German Civil Code) only exist in accordance with X. and XI, even if a defect exists.

13. The buyer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses in this case if there is an urgent case (e.g. in the event of a risk to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if he undertakes to remedy the defect himself. In the event that we are entitled to refuse subsequent performance in accordance with the statutory provisions, the buyer has no right to remedy the defect himself.

14. The buyer can withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions if a deadline set by the buyer for subsequent performance has expired without success or is unnecessary under the statutory provisions. However, in the event of a minor defect, the buyer has no right of withdrawal.

15. The buyer’s claims for reimbursement of expenses in accordance with Section 445a Paragraph 1 of the German Civil Code (BGB) are excluded, unless the last contract in the supply chain is a purchase of consumer goods (Sections 478, 474 of the German Civil Code) or a consumer contract for the provision of digital products (Sections 445c Sentence 2, 327 Paragraph 5, 327u of the German Civil Code).

16. Claims for damages or claims for reimbursement of wasted expenses incurred by the buyer (Section 284 of the German Civil Code) only exist in accordance with X. and XI, even if there is a defect.

X. Limitation period

1. The general limitation period for claims resulting from material or legal defects is one year from delivery, in deviation from Section 438 Paragraph 1 No. 3 of the German Civil Code. In the event that acceptance has been contractually agreed, the limitation period begins with acceptance.

2. The limitation period is five years from delivery in accordance with the statutory regulation (Section 438 Paragraph 1 No. 2 of the German Civil Code) in the event that the goods are a building or an item that has been used for a building in accordance with its usual use and has caused its defectiveness (building material). This applies subject to the other special statutory regulations on limitation periods (in particular Section 438 Paragraph 1 No. 1, Paragraph 3, Sections 444, 445b of the German Civil Code).

3. The above limitation periods under the law on sales also apply to contractual and non-contractual claims for damages by the buyer that are based on a defect in the goods, unless the application of the regular statutory limitation period according to paragraphs 195 and 199 of the German Civil Code would lead to a shorter limitation period in individual cases. Claims for damages by the buyer according to XI.1 and XI.2 lit. a) as well as those under the Product Liability Act expire exclusively according to the statutory limitation periods.

XI. Other liability

1. Unless otherwise stated in these General Terms and Conditions of Sale, including the following provisions, we as the seller are liable for breaches of contractual and non-contractual obligations in accordance with the statutory provisions.

2. In the context of liability based on fault, we are liable for damages, regardless of the legal basis, only in the event of intent and gross negligence. In the event of simple negligence, we are liable, subject to statutory limitations of liability (e.g. care in one’s own affairs; insignificant breach of duty), only:

a. for damages resulting from injury to life, body or health

b. for damages resulting from the breach of an essential contractual obligation (obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner relies and may rely). In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

3. The liability limitations arising from XI.2 also apply to third parties and to breaches of duty by persons whose fault we are responsible for according to statutory provisions. If a defect was fraudulently concealed and a guarantee for the quality of the goods was given, the liability limitations do not apply. This also applies to claims by the buyer under the Product Liability Act.

4. The buyer can withdraw or terminate due to a breach of duty that does not result from a defect only if we as the seller are responsible for the breach of duty.

5. The buyer’s right of termination (in particular according to Sections 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.

XII. Choice of law and place of jurisdiction

1. These General Terms and Conditions of Sale and the contractual relationship between us as the seller and the buyer are subject to the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

2. If the buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, our place of business in Oberasbach near Nuremberg is the exclusive and international place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code.

3. We are also entitled to file an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Sale or a priority individual agreement or at the general place of jurisdiction of the buyer. Priority statutory provisions (exclusive places of jurisdiction) remain unaffected by this.

Status: July 2024