General Terms and Conditions
The following Terms and Conditions of Sale apply exclusively; we shall not recognise any of the buyer’s terms and conditions that conflict with or deviate from our Terms and Conditions of Sale unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Sale shall also apply if we deliver to the buyer without reservation in the knowledge that the buyer’s terms and conditions contradict or deviate from these Terms and Conditions of Sale. Our Terms and Conditions of Sale only apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). In all other respects, our Terms and Conditions of Sale also apply to foreign transactions.
Our quotations are subject to change with regard to price, quantity, delivery period and delivery possibility.
A purchase agreement only becomes effective upon written confirmation from us. Otherwise, the purchase agreement is concluded at the latest upon delivery and invoicing in accordance with these Terms and Conditions of Sale. Our sales staff are not authorised to make verbal collateral agreements or to give verbal assurances that go beyond the content of the written contract.
We reserve the ownership rights and all usage rights stemming from copyright with regard to illustrations, drawings, calculations and other documents. These documents may not be made accessible to third parties. This applies in particular to written documents marked as "confidential". The buyer must obtain our express written consent before passing them on to third parties.
3. Terms of payment
Unless otherwise stated in the contract, our prices are "ex works".
Our list prices at the time of the order apply. We shall notify the buyer of any price changes before they come into effect.
In general, all payments must be made to us Our representatives or warehouse managers are only entitled to collect payments if we have expressly authorised them to do so in writing in the individual case.
Our invoices are payable in accordance with the respective payment agreements. The buyer shall be in default if it does not pay on time. Irrespective of this, it shall be in default if it fails to make payment by a date specified in the contract. The statutory provision which states that the debtor shall also automatically be in default 30 days after the due date and receipt of an invoice remains unaffected.
Should the buyer be in default, we may, subject to further claims, demand interest on the outstanding amount at a rate of eight percentage points above the respective base interest rate set by the German Central Bank as well as a cost share of EUR 15.00 per reminder. The debtor is entitled to prove that we have not incurred any further damage, that the amount of the damage is significantly lower or that the costs of issuing reminders are lower.
The buyer is only entitled to offset rights if we recognise and do not dispute these. Should the buyer be in default, the seller shall be entitled, irrespective of any issued reminders, to withhold further deliveries, including deliveries on a fixed date, until the outstanding amounts have been paid. Unless separate payment terms have been agreed, the following standard payment arrangements shall apply: Payable within 10 days less 2.0% discount or within 30 days net.
4. Collateral for goods credit deliveries
a) The delivered goods shall remain the property of the seller until all claims have been paid in full; this also includes any future claims stemming from the business relationship with the buyer. In the event of serious breaches of contract or in the event of a significant deterioration in the buyer's financial circumstances, the buyer shall be obliged, at the seller's request and without setting a grace period or a declaration of rescission, to return all reserved goods in its possession to the seller's dispatch warehouse without delay and at its own expense.
b) Any processing or treatment of the reserved goods shall be deemed to have been carried out on behalf of the seller without this creating any obligations for the seller. If the reserved goods are combined, mixed, blended or processed with other goods, the seller shall be entitled to the resulting co-ownership share in the new item at the ratio of the reserved goods’ invoice value to the value of the other goods used. The same shall apply in the event of consumption of the reserved goods for the purpose of production.
If the buyer acquires sole ownership of the new item, it shall hereby grant the seller co-ownership of the new item at the ratio of the reserved goods’ invoice value to the value of the new item. The buyer undertakes to keep the new item in safe custody for the seller with due commercial diligence.
c) Until revocation, the buyer may sell the goods owned or co-owned by the seller in the ordinary course of business, but may not pledge them or assign them as security. Should the reserved goods be resold, the full purchase price claim shall pass to the seller by way of security until all of the seller’s claims stemming from deliveries of goods have been settled in full. If the goods are resold together with other goods, possibly after processing, combining, mixing or blending, this advance assignment shall, however, only apply to the amount of the invoice value of the reserved goods in question. If the reserved goods are installed on the property of a third party, possibly after processing, combining, mixing or blending, or if the seller loses its ownership rights to the goods in connection with another of the buyer’s legal transactions (such as in the event of consumption for the provision of services or performance of work), the claims from the corresponding legal transaction shall be transferred to the seller by way of security in the amount of the reserved goods’ invoice value.
d) Notwithstanding the assignments according to (4) and the right of seller’s right of collection, the buyer is entitled to collect the claim as long as it fulfils its obligations towards the seller and does not fall into financial collapse. The buyer shall confirm the assignment to the seller in writing upon request and provide the seller with the information required for collection.
e) If the value of the securities granted to the seller in accordance with (a) to (c) exceeds the seller's claims arising from the business relationship with the buyer by more than 20% in total, the seller shall be obliged to reassign these at the buyer's request.
f) If the reserved goods or the securities granted to the buyer under (a) to (c) above are jeopardised by compulsory enforcement measures carried out by third parties or in any other way, the buyer shall inform the third parties about the rights of the seller and inform the seller without delay, under provision of the documents required for the seller to intervene.
5. Intellectual property rights
Where we supply items according to drawings or models, the buyer shall guarantee that the manufacture and delivery of the goods do not infringe the intellectual property rights of third parties. We are not obliged to carry out a check in this respect. The buyer undertakes to indemnify us against claims for damages made by third parties and to compensate us for all direct or indirect damages we my incur as a result of the infringement of any third-party intellectual property rights.
If we supply products under a customer's own label, the customer is obliged to observe the intellectual property rights of third parties.
6. Delivery time/shipping method/order quantities
Our delivery deadlines are generally non-binding. In order for a delivery deadline to be binding, it must be expressly agreed as such in writing. Delivery delays due to force majeure, strike, lockout, official orders, other unforeseeable circumstances or interventions in our business and the non-supply of materials from our upstream supplier for which we are not responsible entitle us to postpone deliveries for the duration of the hindrance plus a reasonable start-up period or, if we can no longer be expected to fulfil the contract, to withdraw from the contract in whole or in part due to the part not yet fulfilled.
If the hindrance continues for more than three months, the buyer is entitled to withdraw from the still unfulfilled portion of the contract subject to an appropriate grace period.
We shall inform the buyer of the aforementioned circumstances within a reasonable period of time. In the absence of instructions from the buyer, we shall select the method and route of dispatch at our best discretion.
If free-of-charge delivery has been agreed, we shall generally determine the carrier. Partial deliveries are permissible.
Production and packaging-related excess and/or short quantities lie within the scope of the contractually agreed quality of the goods we are contracted to supply and do not constitute material defects in this respect within the scope of Section 434 of the German Civil Code (BGB). If the minimum order value is less than EUR 150.00 net, we shall charge a surcharge of EUR 25.00 per order.
7. Damages in the event of delayed delivery
If the delivery time is extended or if we are released from our obligation due to the buyer's withdrawal from the contract on the basis of this, the buyer cannot derive any claims for damages from this circumstance.
8. Transfer of risk/packing costs
Unless otherwise stated in the order confirmation, delivery "ex works" is agreed.
Goods that the buyer must collect from us shall be stored at its own risk from the time of notification that they are ready for collection. If the buyer does not comply with its obligation to collect the goods, it shall pay a reasonable fee for the storage. Packaging according to our specifications is included in the price. The buyer’s special packaging requests or packaging requirements shall be invoiced separately. If the buyer so wishes, we shall cover the delivery with transport insurance: The costs incurred for this are borne by the buyer.
a) The buyer’s guarantee rights presuppose that the buyer has duly fulfilled its obligations to inspect the goods and give notice of defects in accordance with Section 377 of the German Commercial Code (HGB).
b) The samples presented to the buyer for testing are decisive for the quality and design of our products and thus for the condition of our products within the scope of Section 434 of the German Civil Code (BGB). The information we present in technical data sheets regarding product properties and application is based on our experience and, where relevant, laboratory tests and our suppliers’ technical data. They do not exempt the buyer from carrying out application-related suitability testing unless we expressly declare the suitability of the product in writing. We make such a declaration under the proviso that the buyer properly supplies us with all information necessary for the further description of the state of our products and all information required for this purpose. We are not obliged to carry out checks in this respect. The state of the art at the time of order acceptance is decisive for the product properties.
c) In the event of justified material defects, the seller shall - irrespective of any further obligation to pay damages - only be obliged to make a subsequent delivery and a replacement delivery or to rectify the supplied products at its discretion. If these measures are not carried out, the buyer is entitled, after setting a deadline and at its discretion, to demand a reduction in payment or cancellation of the contract or to claim damages.
The rejected goods must be returned to the seller without delay.
d) Irrespective of shorter return periods set by the carrier, any complaints must be made in writing to the seller immediately after discovering the defects, but at the latest seven days after delivery, and must be documented by sending samples of the rejected goods. Minor deviations in colour, quality, dimensions and equipment that are customary in the trade or technically unavoidable do not constitute deviations from the contractual quality of the delivered goods within the meaning of Section 434 of the German Civil Code (BGB) and therefore do not constitute material defects.
e) If the buyer asserts claims for damages in the event of a breach of primary performance obligations, the seller shall be liable in accordance with the statutory provisions. In the event of a breach of secondary obligations, the seller shall only be liable for claims for damages based on intent or gross negligence, including intent or gross negligence on the part of its representatives or vicarious agents.
f) In general, the seller shall only be liable within the scope of damage compensation obligations for damage that is typically and foreseeably incurred during the performance of a purchase contract and the delivery of goods.
g) The guarantee period is shortened to a total of one year, unless other periods apply by separate contractual agreements.
10. Severability clause
Should any individual provisions of this contract be invalid or unworkable, or become invalid or unworkable after conclusion of the contract, this shall not affect the remainder of the contract’s validity. In place of the invalid or unworkable provision, a valid and workable provision shall be agreed, whose effects come closest to the economic goal which the contracting parties pursued with the invalid or unworkable provision. The aforementioned provisions shall apply accordingly in the event that the contract is shown to contain omissions.
11. Place of jurisdiction/place of performance
The place of jurisdiction and performance is Soltau. The district court or the regional court shall have jurisdiction, irrespective of the amount in dispute. However, we are also entitled to take action against the customer at the court responsible in its place of residence. Unless otherwise stated in the order confirmation, our place of business shall be the place of performance. The contractual relationship is governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Last edited: 1 February 2011