General terms and conditions (GTC)
§ 1 Validity
(1) All deliveries, services and offers of the Seller shall be made exclusively on the basis of these General Terms and Conditions of Delivery. They shall form an integral part of all contracts which the Seller concludes with its contractual partners (hereinafter referred to only as “Buyers”) for the deliveries and services offered by it for the Products. They shall also apply to all future deliveries, services or offers to the Buyers, even if they are not separately agreed again.
(2) The terms and conditions of business of the Buyer or third parties shall not apply, even if the Seller does not separately object to their validity in individual cases. Even if the Seller refers to a letter that contains or refers to the terms and conditions of business of the Buyer or a third party, this shall not constitute an agreement to the validity of those terms and conditions of business.
§ 2 Offer and conclusion of contract
(1) All offers made by the Vendor are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. The Vendor may accept orders within seven days of receipt.
(2) The purchase contract concluded in writing, including these General Terms and Conditions of Delivery, shall be solely authoritative for the legal relationship between the Seller and the Buyer. Verbal statements made by the Seller prior to the conclusion of the purchase contract shall not be legally binding and verbal agreements between the contracting parties shall be replaced by the written purchase contract, unless it is expressly stated in each case that they shall continue to be binding in exceptional cases.
(3) Supplements and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be in writing in order to be effective. Transmission by telecommunication, in particular by fax or by e-mail, shall be sufficient to comply with the written form, provided that a copy of the signed declaration is transmitted.
§ 3 Prices
(1) The Seller’s prices shall apply to the scope of performance and delivery specified in the order confirmation ex works. Additional or special services as well as packaging will be charged separately. The prices are in euros plus freight, the statutory value added tax and other public charges.
(2) If the Seller’s list prices form the basis of the agreed prices and the delivery is to take place more than four months after conclusion of the contract, the Seller’s list prices valid at the time of delivery shall apply.
(3) Unless otherwise agreed, orders are payable in advance (advance bank transfer, credit card, cash on delivery).
(4) Offsetting against counterclaims of the buyer or the retention of payments due to such claims is only permissible if these counterclaims are undisputed or have been legally established.
§ 4 Delivery
(1) Delivery of the products shall be ex works.
(2) Delivery shall be made, by arrangement, within 30 days of receipt of payment in accordance with § 3 (3).
(3) Deadlines and dates for deliveries and services promised by the Seller shall always be approximate unless a fixed deadline or date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarder, carrier or other third party commissioned with the transport.
(4) The Vendor may – without prejudice to its rights arising from default on the part of the Buyer – demand from the Buyer an extension of delivery and performance periods or a postponement of delivery and performance dates by the period during which the Buyer fails to meet its contractual obligations towards the Vendor.
(5) The Vendor shall not be liable for impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. operational disruptions of all kinds, difficulties in the procurement of materials, transport delays, strikes, lockouts, official measures or the failure of suppliers to deliver, or the failure of suppliers to deliver correctly or on time) for which the Vendor is not responsible. Insofar as such events make it considerably more difficult or impossible for the Vendor to supply goods or services and the hindrance is not only of a temporary nature, the Vendor shall be entitled to withdraw from the contract. In the event of hindrances of temporary duration, the delivery or service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the hindrance plus a reasonable start-up period. Insofar as the Buyer cannot reasonably be expected to accept the delivery or service as a result of the delay, he may withdraw from the contract by means of an immediate written declaration to the Seller.
(6) The Seller shall be entitled to make partial deliveries and/or provide partial services if such partial delivery and/or partial service is reasonable for the Buyer.
(7) If the Seller is in default with a delivery or service or if a delivery or service becomes impossible for the Seller for whatever reason, the Seller’s liability for damages shall be limited in accordance with § 8 of these General Terms and Conditions of Delivery.
§ 5 Dispatch
(1) The mode of dispatch and the packaging are subject to the dutiful discretion of the Seller.
(2) The risk shall pass to the Buyer at the latest when the products are handed over to the forwarding agent, carrier or other third party appointed to carry out the shipment. This shall also apply if partial deliveries are made and the Vendor has not assumed other services. If dispatch or handover is delayed as a result of a circumstance the cause of which lies with the Buyer, the risk shall pass to the Buyer from the day on which the products are ready for dispatch and the Seller has notified the Buyer of this.
(3) Storage costs after the transfer of risk shall be borne by the Buyer. In the event of storage by the Seller, the storage costs shall amount to 2% of the invoice amount of the delivery items to be stored per expired day. We reserve the right to claim and prove further or lower storage costs.
(4) The Seller shall only insure the consignment against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the Buyer and at the Buyer’s expense.
(5) The products shall be deemed to have been accepted if the delivery has been completed, the Vendor has notified the Buyer of this with reference to the fiction of acceptance and has requested the Buyer to accept the products, five working days have passed since the delivery or the Buyer has started to use and exploit the products and the Buyer has failed to accept the products within this period for a reason of any kind other than a defect notified to the Vendor which makes it impossible to use the products or significantly impairs their use.
(6) The Seller shall not be responsible for delays in delivery and/or performance resulting from force majeure, even in the case of bindingly agreed dates and deadlines. In a case of force majeure, the Vendor shall be entitled to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
§ 6 Warranty
(1) The warranty period is 24 months from delivery or – if acceptance is required – from acceptance.
(2) The delivered products shall be carefully inspected by the buyer immediately upon receipt. With regard to obvious defects or other defects which would have been recognisable in the course of an immediate, careful examination, they shall be deemed to have been approved by the Buyer if the Seller does not receive a written notice of defect within five working days of delivery. With regard to other defects, the products shall be deemed to have been approved by the Buyer if the notice of defect is not received by the Seller within five working days of the time at which the defect became apparent. At the Seller’s request, the products complained about shall be returned to the Seller carriage paid. In the event of a justified notice of defect, the Vendor shall reimburse the costs of the most favourable shipping route.
(3) In the event of material defects in the products, the Vendor shall be obliged and entitled to choose between rectification of the defect or replacement delivery within a reasonable period of time. In the event of failure, i.e. impossibility, unreasonableness, refusal or unreasonable delay of the rectification or replacement delivery, the Buyer may withdraw from the contract or reasonably reduce the purchase price.
§ 7 Liability
(1) The Seller’s liability for damages, irrespective of the legal grounds, is limited. The Seller shall not be liable in the event of simple negligence, unless this involves a breach of material contractual obligations.
(2) If the Seller is liable for damages on the merits pursuant to subsection (1), this liability shall be limited to damages which the Seller foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which it should have foreseen if it had exercised due care. Indirect damage and consequential damage resulting from defects in the delivered product are also only eligible for compensation insofar as such damage is typically to be expected when the delivered products are used and stored as intended.
(3) The above exclusions and limitations of liability shall apply to the same extent in favour of the organs, legal representatives, employees and other vicarious agents of the Seller.
(4) The exclusions and limitations of liability do not apply to the Seller’s liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or for claims under the Product Liability Act.
§ 8 Retention of title
(1) All products delivered shall remain the property of the Seller until the Buyer has settled all claims, in particular claims arising from bills of exchange and cheques still in circulation as well as claims arising from the balance of the business relationship with the Seller.
(2) The buyer is prohibited from pledging or assigning as security the products delivered under retention of title. In the event of pledges, seizures or other interventions by third parties, the Buyer shall notify the Seller without delay.
(3) The Buyer shall be entitled to resell the goods subject to retention of title in the ordinary course of business on condition that the reseller receives payment from its customers or makes the reservation to the customer that ownership shall not pass to the customer until the payment obligations have been fulfilled. The Buyer hereby assigns to the Seller by way of security all future claims arising from the resale together with all ancillary rights – including balance claims – without any further declarations being required. If the products delivered by the Vendor are sold together with other products without an individual price having been agreed, the Buyer shall assign to the Vendor that part of the total price claim which economically corresponds to the price invoiced by the Vendor for the products delivered under retention of title.
(4) The Seller revocably authorises the Buyer to collect the claims assigned to the Seller in its own name.
(5) Should the Buyer acquire claims against an insurer or other third parties as a result of damage, reduction, loss or other destruction of the products delivered under retention of title, these claims with all ancillary rights shall be assigned to the Seller already now to the extent of the value of the products delivered under retention of title at the time of delivery.
(6) In the event of breaches of duty by the Buyer, in particular in the event of default in payment, the Seller shall be entitled to perform and also to withdraw from the contract after the unsuccessful expiry of a reasonable period of grace. The statutory provisions on the dispensability of setting a deadline shall remain unaffected. After withdrawal, the Vendor shall be entitled to demand the return of the goods subject to retention of title.
(7) The Vendor shall release the goods subject to retention of title and the items or claims replacing them if their value exceeds the amount of the secured claims by more than 50%.
§ 9 Final provisions
(1) The place of performance for all obligations arising from the individual contractual relationships is Lüneburg as the location of the Seller’s registered office.
(2) The place of jurisdiction for any disputes arising from the business relationship between the Seller and the Buyer shall be Lüneburg as the registered office of the Seller.
(3) This agreement and the legal relationships established thereby between the Seller and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany.
(4) Insofar as these General Terms and Conditions of Delivery or the individual contracts resulting therefrom contain loopholes, those legally effective provisions shall be deemed agreed to fill these loopholes which the contracting parties would have agreed in accordance with the economic objectives of the contract and the purpose of these General Terms and Conditions of Delivery if they had been aware of the loophole.