GTC

A) General information, scope of application

We expressly provide goods and services (hereinafter also referred to as “deliveries”) only under the following terms and conditions. The customer's general terms and conditions shall only apply if we have expressly agreed to them in writing.
The following terms and conditions shall only apply to entrepreneurs within the meaning of Sections 310 and 14 of the German Civil Code (BGB).
We would like to point out that we store our customers' personal data.

B) Offer, offer documents

Our offers are non-binding and subject to change. Contracts and agreements, as well as transactions brokered by our representatives or employees, only become binding once we have confirmed them in writing. Verbal agreements are not valid unless they have been confirmed by us in writing. This also applies to any agreement waiving the above written form requirement.
Transmissions by fax, e-mail, or remote data transmission are equivalent to the written form.
We reserve a period of four weeks for the acceptance of an offer from our customer within the meaning of §145 BGB (German Civil Code). We reserve all property rights, copyrights, and other rights to illustrations, drawings, calculations, models, samples, and other documents and items that we make available to our customers. Such documents and items may not be made accessible to third parties without our express consent, even if they are not expressly marked as “confidential.”

C) Pricing

Unless otherwise agreed, our prices are “ex works (EXW)” plus the costs of packaging and transport as well as the statutory value added tax at the rate applicable at the time of delivery. All other ancillary costs, public charges, and customs duties that increase the cost of delivery shall be borne by our customer, unless mandatory statutory provisions dictate otherwise.
Unless otherwise agreed, our prices valid on the day of delivery shall apply. If delivery at fixed prices has been agreed, we shall be entitled to adjust prices if and to the extent that there is an increase in raw material, labor, energy, and/or other costs between the conclusion of the contract and delivery.
Additional costs due to order changes after the customer has already placed the order will be invoiced additionally, including any machine downtime costs that may be incurred. For orders with a value of less than €100.00 (net), we charge a flat-rate minimum quantity surcharge of €25.00 (net).

D) Packaging

We take back our packaging from customers in accordance with our obligations under the Packaging Ordinance. Returns are at the expense of our customers.
1. We charge our customers for reusable packaging such as containers, Euro pallets, and mesh boxes at cost price if they are not exchanged free of charge for corresponding, faultless, and equivalent packaging upon delivery of the goods or returned to us within four weeks of delivery.
For reusable packaging returned in perfect condition, we will issue our customers with a credit note amounting to 2/3 of the invoiced packaging costs. All packaging must be clean, free of foreign substances, and sorted by material when returned. If this is not the case, we are entitled to charge our customers for any additional costs incurred.

E) Terms of payment

Unless otherwise agreed, our invoices are due for payment within 30 days without deduction, regardless of when the goods are received.
We only accept bills of exchange and checks on account of performance. The customer bears the costs of redemption.
Payments are only deemed to have been made when we have final access to the amount.
In the event of late payment, we may, subject to other rights, charge default interest at the standard bank interest rate and expenses, but at least 8% above the respective base rate of the European Central Bank. Our claim for compensation for further damages remains unaffected.
If the customer does not pay an invoice within 14 days of the due date at the latest, if our outstanding claims from goods deliveries exceed the specified trade credit, if bills of exchange are protested or if checks are not honored, all our other outstanding invoices shall become due for immediate payment. The same applies if the customer suspends payments, is over-indebted, insolvency proceedings are opened against their assets or the opening of such proceedings is rejected due to lack of assets, or other circumstances become known that justify reasonable doubts about the customer's creditworthiness, or other circumstances become known that justify reasonable doubts about the customer's creditworthiness.

F) Assignment, offsetting, retention

The customer may only offset our claims with undisputed or legally established claims or claims recognized by us. The right of retention due to counterclaims that are not based on the same contractual relationship is excluded.
The customer is not entitled to assign their claims against us to third parties.

G) retention of title

Delivered goods remain our property (reserved goods) until all existing and future claims arising from the business relationship with our customer have been settled, regardless of the legal basis. The retention of title shall also remain in force if individual claims are included in a current account and the balance has been struck or acknowledged (current account reservation). In the case of multiple business transactions, the retention of title shall also remain in force if one delivery has been paid for but there is still an outstanding balance from other deliveries (extended retention of title).
As long as the customer fulfills their obligations to us and is not in default, they are entitled to resell the goods subject to retention of title in the ordinary course of business and under retention of title, provided that the claims are transferred to us in accordance with Section 6.
The processing and treatment of the goods subject to retention of title shall be carried out free of charge for us as the manufacturer (§ 950 BGB), without this giving rise to any obligations on our part. The processed goods shall be deemed goods subject to retention of title within the meaning of clause 1.
If the goods subject to retention of title are combined, inseparably mixed, or blended with other goods not belonging to the customer (§§ 947 (1), 948 BGB), we shall acquire co-ownership of the new item in proportion to the invoice value of the goods subject to retention of title (final invoice amount including sales tax) to the invoice value of the other goods used. If the customer acquires sole ownership of goods delivered by us through combination, mixing, or blending
blending of goods delivered by us (§ 947 (2), 948 BGB), he hereby transfers to us co-ownership in proportion to the value of the reserved goods (final invoice amount including sales tax) to the value of the other goods at the time of combination, mixing or blending. Any co-ownership rights arising herefrom shall be deemed reserved goods within the meaning of clause 1. The customer shall hold the sole or co-ownership thus created in safekeeping for us free of charge.
If we lose our retention of title (§ 946 BGB) by connecting the purchased item with a piece of real estate, the customer shall assign to us the claims that arise against a third party in order to secure our claims against him.
The buyer's claims arising from the resale of the goods subject to retention of title are hereby assigned to us in advance in the amount of the value of the delivery (final invoice amount including sales tax). We accept this assignment. If assigned claims have been included in a current account, the agreed assignment also applies to all claims arising from the current account relationship (current account reservation). In the case of the sale of goods in which we have co-ownership in accordance with clause 4, the assignment of the claim applies in the amount of the value of the co-ownership share.
The customer is authorized by us within the scope of proper business transactions to collect the claims assigned to us from the resale. The customer undertakes to hold the payments collected from the resale to third parties in trust for us and to transfer them to us. The claim for payment of the proceeds from the resale against the responsible bank is assigned to us in advance as security.
Exceptional dispositions such as pledges, transfers by way of security, and any assignments are not permitted. We must be notified immediately of any access by third parties to the goods subject to retention of title or assigned claims, in particular seizures. This also applies to impairments of any other kind. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with § 771 ZPO (German Code of Civil Procedure), the customer shall be liable for the loss incurred by us.
If the customer acts in breach of contract, in particular in the event of default in payment, or if, after conclusion of the respective contract, we become aware of circumstances which, in our opinion, are likely to reduce the customer's creditworthiness, the customer may no longer dispose of the goods subject to retention of title. In such cases, we shall be entitled to make outstanding deliveries only against advance payment or security, to withdraw from the contract, and to demand the return of the goods subject to retention of title or the transfer of indirect possession thereof at the customer's expense. The collection authorization pursuant to Section 7 shall expire. The statutory provisions regarding the setting of deadlines and their dispensability shall remain unaffected.
We shall release securities granted to us by our customers at our discretion if the realizable value of the existing securities exceeds the secured claims by more than 10%.

H) Delivery, delay

Our delivery obligation is subject to correct and timely delivery to us, unless the incorrect or untimely delivery to us is our fault. If, through no fault of our own, we are unable to deliver to our customers due to incorrect or untimely delivery to us, we will inform our customers of this circumstance immediately, at the latest five working days after becoming aware of it. If, through no fault of our own, we are unable to supply our customers due to incorrect or late delivery to us, we shall notify our customers of this circumstance without delay, at the latest five working days after becoming aware of the incorrect or late delivery to us.
Compliance with our delivery obligations requires the timely and proper fulfillment of the customer's obligations.
We reserve the right to deliver up to 10% more or less than the quantity ordered, as well as minor deviations in the shape and dimensions of individual parts and the delivery of partial quantities. In the case of partial deliveries, each partial delivery shall be considered an independent delivery. Complaints about partial deliveries do not release the customer from their obligation to accept the remaining quantity of the goods ordered.
The delivery period shall commence on the date of our order confirmation, but not before all technical and commercial details of the designs have been fully clarified; in the absence of a special agreement, the delivery periods shall be deemed approximate and non-binding. In the event of a change to a confirmed order, the delivery period shall commence upon confirmation of the change. The delivery period shall be suspended for the duration of the review of plans, drawings, production samples, etc. by the customer, from the date of dispatch to the customer until the date of receipt of the review documents with the binding declaration of approval by us.
Unforeseeable operational disruptions, events of force majeure, or similar events that have a negative impact on production or shipping and for which we are not responsible, e.g., labor disputes, lockouts, machine failures, transportation disruptions, official measures entitle us to extend the delivery period for the duration of the delivery hindrance and a reasonable start-up period, but for a maximum of 90 days, and, if the delivery hindrance lasts longer than 90 days, to withdraw from the contract in whole or in part or to demand an appropriate adjustment of the contract in good faith, without us being liable for damages.
If we fall behind with our delivery or service, we shall compensate our customer for the damage incurred, subject to the provisions under lit. L and the above clause 1, provided that the customer can prove that the delay has caused damage in the normal course of events, at a rate of 0.5% for each completed week of delay, but not exceeding a total of 5% of the price for that part of the deliveries which could not be put into service as intended due to the delay.
If we are in default, the customer is obliged, at our request, to declare within a reasonable period of time whether they wish to withdraw from the contract due to the delay in delivery or insist on performance.
The customer must immediately call off goods that have been reported as ready for shipment. If no call-off is made or if shipment is not possible, we shall be entitled to store the goods at the customer's expense and risk at our own discretion and to charge for delivery ex works. For orders with continuous delivery, call-offs and assortment specifications must be provided to us. If call-offs or assortments are not provided in a timely manner, we are entitled, after setting a grace period without success, to make our own assortments and deliver the goods or to withdraw from the outstanding part of the call-off.

I) Transfer of risk, shipping

The risk shall pass to the customer upon handover of the goods to the forwarding agent or carrier, but no later than upon leaving the factory or warehouse. This shall also apply if we bear the shipping costs or delivery. We are not obliged to insure the goods against transport damage. Additional freight charges for urgent and express goods shall be borne by the customer, even if we have otherwise borne the transport costs in individual cases.
If shipment is delayed at the customer's request or as a result of circumstances beyond our control, the risk shall pass to the customer at the latest when the goods are ready for shipment.
Delivered items must be accepted by the customer, even if they are defective, without prejudice to the customer's rights.
If the customer does not provide written shipping instructions, shipping or transport will be carried out at our discretion and without any liability on our part. This applies in particular to the choice of route and means of transport.
For each delivery of palletized goods, the customer must return to us, step by step, the same number of equivalent pallets that they received. For the purpose of settling the pallet traffic, we maintain a pallet account for the customer in accordance with the shipping documents acknowledged by the customer for the pallets received and returned. Missing or damaged pallets returned will be invoiced at the replacement price plus incidental costs. The same applies to the delivery of containers.

J) Notice of defects, warranty, and warranty period

The customer must inspect the goods immediately upon delivery and, if a defect is found, notify us immediately in writing. If the customer fails to do so, our performance shall be deemed to be in accordance with the contract. Defects that cannot be discovered immediately after delivery of the goods, even after the most careful inspection, must be reported immediately after discovery, with any processing or deliveries being stopped immediately. If the goods are sent abroad or directly to third parties, the inspection and acceptance must take place at our factory, otherwise the goods shall be deemed to have been delivered in accordance with the contract, excluding any complaints. If the customer complains about a defect, they must provide samples of the rejected material. If the complaint is unjustified, we shall be entitled to demand reimbursement of the expenses incurred by us from the customer.
Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality, only insignificant impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of incorrect or negligent handling, excessive strain, or the use of unsuitable operating materials. If the customer or third parties carry out improper modifications or repair work, this shall not give rise to any claims for defects.
If our performance is defective at the time of transfer of risk, we shall remedy the defect at our discretion either by eliminating the defect or by delivering a defect-free item in exchange for the defective item. If we are unable or unwilling to eliminate the defect or deliver a replacement, the customer shall be entitled, at its discretion, to withdraw from the contract or to reduce the purchase price appropriately.
Claims by our customer for reimbursement of necessary expenses incurred for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded if the expenses increase because the object of delivery has subsequently been moved to a location other than the customer's place of business, unless the move corresponds to the intended use of the object.
Recourse claims by the customer against us pursuant to Section 478 of the German Civil Code (BGB) (recourse by the entrepreneur) are excluded if the customer has entered into an agreement with its customer that goes beyond the statutory claims for defects. Clause 4 shall also apply mutatis mutandis to the scope of the customer's recourse claim against us pursuant to Section 478 (II) BGB.
Claims for material defects expire after 12 months. This does not apply if the law prescribes longer periods.
Transport damage must be reported to the carriers in writing. The facts of the case must be established by taking a statement of the facts. The customer must take all necessary measures.

K) Impossibility

If delivery is impossible, the customer is entitled to claim damages unless we are not responsible for the impossibility.

L) Claims for damages and reimbursement of expenses

Claims for damages and reimbursement of expenses by the customer (hereinafter referred to as claims for damages), regardless of their legal basis, in particular due to breach of contractual obligations and tort, are excluded. This does not apply if we are liable under the Product Liability Act, in cases of intent or gross negligence, for injury to life, limb, or health, or for breach of essential contractual obligations (cardinal obligations). In the event of a culpable breach of an essential contractual obligation, as well as in cases where we are only accused of a negligent breach of contract, our liability for compensation shall be limited to the amount of the foreseeable damage typical for this type of contract. The above provisions do not imply a change in the burden of proof to the detriment of the customer.
Insofar as the customer is entitled to claims for damages and/or reimbursement of expenses and the law does not stipulate longer limitation periods, these claims shall become time-barred at the latest upon expiry of the limitation period applicable to claims for material defects in accordance with lit. J., clause 6.
Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, representatives, and vicarious agents.

M) Property rights

If we use plans, drawings, models, samples, parts provided, or other items made available to us by the customer in order to fulfill our contractual obligations, the customer shall ensure that this does not infringe on the property rights of third parties. In the event of claims by third parties against us for the infringement of property rights for which we are not responsible, the customer undertakes to support us and to cooperate in the settlement of the dispute. If we are obliged to pay damages or other compensation to third parties for the infringement of industrial property rights, the customer shall indemnify us against these obligations and reimburse us for the damage incurred, including our costs and other expenses. If the customer and/or we are prohibited from manufacturing or delivering by a third party on the basis of an industrial property right, we shall be entitled to cease work without further examination of the legal situation.

N) Confidentiality

Both parties to the contract undertake to maintain confidentiality regarding information and data arising from their mutual business relationship. In the event of a breach of this confidentiality obligation, we reserve the right to charge the full amount of the damage incurred by us and to take legal action.

O) Place of performance, place of jurisdiction, choice of law

The place of performance for both parties to the contract is the registered office of our company.
The exclusive place of jurisdiction is the court responsible for our company's registered office. However, we are entitled to sue the customer before the court responsible for them.
German law applies. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply. The same applies to references in German law to other legal systems.

P) Binding nature of the contract

Should individual provisions of the above terms and conditions of sale and delivery or other contractual agreements be or become legally invalid or unenforceable, this shall not affect the validity of the remaining provisions. In this case, the contracting parties are obliged to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic result of the invalid or unenforceable provision. The same shall apply in the event of an unintentional loophole. This shall not apply if adherence to the contract would constitute an unreasonable hardship for us or our customer.