As of: January 1, 2023

1. Scope

1.1 These General Terms and Conditions of Sale (GTC) apply to all of our business relationships with our customers (“Buyers”). The general terms and conditions of sale only apply if the buyer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law within the meaning of § 310 paragraph 1 BGB.

1.2 Our general terms and conditions of sale apply exclusively. Differing, conflicting or supplementary general terms and conditions of the buyer will 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.

1.3 These General Conditions of Sale apply to contracts for the sale and/or delivery of movable property (“Goods”). It does not take into account whether we produce the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions of Sale apply in the version valid at the time of the buyer's order or in the version last communicated to him in text form as a framework agreement also for similar future contracts, without us as the seller having to refer to them again on a case-by-case basis (note : as a precautionary measure, the General Terms and Conditions of Sale should always be attached to the order confirmation).

1.4 Individual agreements made with the buyer in individual cases (including additional 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.

1.5 Legally relevant declarations and notifications from the buyer regarding the contract (e.g. notices of defects, setting 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 other evidence (if necessary in the event of doubts about the legitimacy of the person making the declaration) remain unaffected.

1.6 If references are made to the validity of legal regulations, it should be noted that these only have a clarifying meaning. The statutory provisions apply - even if no corresponding clarification has been made - within the limits in which they are not modified or excluded by the General Conditions of Sale.

2. Offer and conclusion of contract

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

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

2.3 Acceptance of the contract offer by the buyer can be declared either in writing (e.g. through 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 2.2. accept, documents sent to the buyer must be returned to us immediately.

3. Prices and payment arrangements

3.1 Unless otherwise agreed in writing in individual cases, our current prices ex warehouse at the time the contract is concluded, plus statutory sales tax. The costs of packaging will be invoiced separately. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wages, materials and sales costs for deliveries made 3 months or later after conclusion of the contract.

3.2 As part of a shipment purchase, the buyer must bear the transport costs from the 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 for transport costs (excluding transport insurance) in the amount of […]. The buyer must bear any customs duties, fees, taxes and other public charges.

3.3 Payment of the purchase price must be made exclusively to the account specified overleaf. The deduction of a discount is only permitted if there is a special written agreement.

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

3.5 The buyer is in default if the above payment deadline expires. During the default, interest is to be paid on the purchase price at the applicable statutory default interest rate in accordance with Section 288 Paragraph 2 of the German Civil Code (BGB) in the amount of eight percentage points above the respective base interest rate (see Appendix 1). We reserve the right to assert further damages caused by default. Our claim to the commercial maturity interest in accordance with Section 353 of the German Commercial Code (HGB) remains unaffected from merchants.

3.6 If it becomes apparent after conclusion of the contract that our right to payment of the purchase price is at risk due to the buyer's lack of ability to pay (e.g. due to an application for the opening of insolvency proceedings), we are obliged to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw after setting a deadline entitled by the contract (§ 321 BGB). In the case of contracts in which the production of unreasonable items (custom-made items) is owed, we can immediately declare withdrawal. The legal regulations regarding the dispensability of setting a deadline remain unaffected in this respect.

4. Retention rights

The buyer is only entitled to offsetting 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 counter-rights, in particular in accordance with Section 8.6 Sentence 2 of these General Terms and Conditions of Sale, remain unaffected.

5. Delivery period and delay in delivery

5.1 The delivery period is agreed individually or specified by us when accepting the order. If this is not the case, the delivery period is approximately [ ] weeks from the conclusion of the contract.

5.2 In the event that we are unable to meet contractually agreed delivery deadlines for reasons for which we are not responsible, we must inform the buyer of this circumstance immediately and, at the same time, communicate the expected or new delivery deadline. If a late delivery cannot take place within the newly announced delivery period due to unavailability of the service, 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 the purchase price payment). The non-availability of the service occurs, for example, if our supplier did not deliver on time, if we have concluded a congruent hedging transaction, if there are other disruptions in the supply chain (e.g. due to force majeure) or if we have to procure in individual cases are not obliged.

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

5.4 The buyer's rights in accordance with Section 9 of these General Terms and Conditions of Sale and our legally standardized rights, particularly in the event of an exclusion of the obligation to perform (e.g. due to the impossibility or unreasonableness of the service and/or supplementary performance), remain unaffected.

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

6.1 Delivery takes place ex warehouse. The warehouse is also the place of fulfillment for delivery and the place for any subsequent fulfillment. In the event that the buyer wishes to have the goods shipped to another destination (shipment purchase), he must bear the shipping costs. In the event that nothing has been agreed contractually, we can decide on the type of shipping ourselves (packaging, shipping route, transport company).

6.2 When the goods are handed over to the buyer, the risk of accidental loss and accidental deterioration passes to the buyer. In the context of a mail order purchase, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay are transferred to the freight forwarder or carrier upon delivery of the goods. In the event of a contractual agreement to accept the goods, this is decisive for the transfer of risk. Further statutory provisions of contract law for work and services remain unaffected. The handover or acceptance of the goods is deemed to be the same if the buyer is in default of acceptance.

6.3 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 [ ] 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). Legal claims on our part (reimbursement of additional expenses, appropriate compensation, termination) as well as proof of greater damage remain unaffected.

6.4 Proof of greater damage and our legal claims (in particular reimbursement of additional expenses, appropriate 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 incurred significantly less damage than the above flat rate.

7. Retention of title

7.1 We reserve ownership of the delivered goods until all of our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims) have been paid in full.

7.2 Until the secured claims have been paid in full, the goods subject to retention of title may neither be pledged to third parties nor assigned as security. The buyer must notify us immediately in writing in the event that an application is made to open insolvency proceedings or if third parties access (e.g. seizures) the goods belonging to us. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the buyer is liable for the loss incurred by us.

7.3 In the event of the buyer's behavior in breach of contract, in particular if the purchase price due is not paid, 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 retention of title. The request for release does not include a declaration of withdrawal; Rather, we are entitled to simply demand the return of the goods and reserve the right to withdraw from the contract. In the event that the buyer does not pay the purchase price due, we must have given the buyer a reasonable deadline for payment before asserting these rights without success. This only applies if such a deadline is not unnecessary according to the legal regulations.

7.4 Until revoked in accordance with Section 7.4.c, the buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions apply in addition:

a) The products of our goods resulting from combination, mixing or processing are subject to retention of title at their full value, whereby we are considered the manufacturer. In the event that ownership rights remain in the event of a connection, mixing or processing with the goods of third parties, we acquire co-ownership in proportion to the invoice value of the connected, mixed or processed goods. Otherwise, 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 connection of the reserved goods with a property. In this case we accept the assignment.

b) The buyer assigns to us at this point in time, in total or in the amount of our possible co-ownership share in accordance with Section 7.4.a, for security purposes, the claims against third parties arising from the resale of the goods or products in the amount of the final invoice amount agreed with us (including VAT ) away. We accept the assignment. The buyer's obligations listed in Section 7.2 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 defect in the buyer's ability to perform and we do not assert the retention of title by exercising a right in accordance with Section 7.3, we undertake not to collect the claim. If we assert the exercise of a right in accordance with Section 7.3, we can demand that the buyer disclose the assigned claims and their debtors, as well as that the buyer provides all information required for collection, hands over the associated documents and notifies the debtors (third parties) of the assignment . In addition, we are entitled to revoke the buyer's authority to resell as well as his authority 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.

7.5 The buyer is obliged to treat the purchased item with care as long as ownership has not yet been transferred to him. In particular, he is obliged to adequately insure them against theft, fire and water damage at their new value at his own expense (note: only permitted when selling high-quality goods). If maintenance and inspection work needs to be carried out, the buyer must carry this out in a timely manner at his own expense.

8. Buyer’s claims for defects

8.1 The legal regulations apply to the buyer's rights in the event of material and legal defects (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. This does not affect the legal provisions regarding the purchase of consumer goods (§§ 474 ff. BGB) and the buyer's rights from separately issued guarantees, in particular from the manufacturer.

8.2 Agreements that we have made with buyers regarding the quality and intended use of the goods (this also includes 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 (particularly in catalogs or on our Internet homepage) at the time the contract was concluded. In the event that no quality has been agreed, whether a defect exists must be assessed in accordance with the provisions of Section 434 Paragraph 3 of the German Civil Code (BGB). Against this background, it should be noted that public statements made by the manufacturer in advertising or on the product label take precedence over statements made by other third parties.

8.3 For goods with digital elements or other digital content, it should be noted that we are only obliged to provide and update the digital content to the extent that this expressly results from a quality agreement in accordance with Section 8.2. We assume no liability for public statements made by the manufacturer and other third parties.

8.4 We are not liable for defects that the buyer is aware of at the time the contract is concluded or is not aware of due to gross negligence in accordance with Section 442 of the German Civil Code (BGB).

8.5 The buyer's claims for defects only exist if the buyer has complied with his statutory inspection and notification obligations (§§ 377, 381 HGB). If the goods are building materials or other goods intended for installation or other further processing, an inspection must be carried out immediately before processing. A written notification to us must be made immediately if a defect becomes apparent during the delivery, the inspection or at a later point in time. Obvious defects must be reported in writing
[ ] working days from delivery and non-recognizable defects within the same period from discovery of the defects. In the event that the buyer neglects or does not fulfill his obligation to properly inspect and/or report defects, our liability for the defect not reported or not reported in a timely or improper manner is excluded in accordance with statutory provisions. If the goods were intended for installation, attachment or installation, this also applies if the defect only became apparent after the corresponding processing as a result of non-compliance or violation of one of these obligations. In this case, the buyer is not entitled to any claims for reimbursement of the “installation and removal costs”.

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

8.7 The buyer must give us the necessary time and opportunity to carry out 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 carry out a subsequent delivery of an item that is free of defects, the buyer must return the defective item to us in accordance with legal regulations. However, the buyer is not entitled to a return claim.

8.8 Unless we have contractually agreed to do so, subsequent performance does not include the dismantling, removal or disinstallation of the defective item nor the installation, attachment or installation of a defect-free item. This does not affect the buyer's claims for reimbursement of "installation and removal costs".

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

8.10 The buyer has the right to remedy the defect himself and to demand reimbursement of the objectively necessary expenses if there is an urgent case (e.g. in the event of danger in relation to operational safety or to prevent disproportionate damage). The buyer must inform us immediately if the work is carried out himself. In the event that we would be entitled to refuse supplementary performance in accordance with the statutory provisions, the buyer has no right to do so himself.

8.11 In accordance with the statutory provisions, the buyer can withdraw from the purchase contract or reduce the purchase price if a deadline set by the buyer for supplementary performance has expired without success or is unnecessary under the statutory provisions. However, in the event of a non-significant defect, the buyer does not have the right to withdraw from the contract.

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

8.13 Claims for damages or claims for reimbursement of wasted expenses by the buyer (§ 284 BGB) only exist in accordance with Section 9 and Section 10, even in the event of a defect.

9. Statute of Limitations

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

9.2 In accordance with the statutory regulation, the limitation period is 5 years from delivery (§§ 438 Paragraph 1 No. 2 BGB) 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 caused its defectiveness (building material). This applies subject to the other special legal regulations regarding the limitation period (in particular Section 438 Paragraph 1 No. 1, Paragraph 3, Sections 444, 445b BGB)

9.3 The above limitation periods of the purchase law also apply to the buyer's contractual and non-contractual claims for damages that are based on a defect in the goods, unless the application of the regular statutory limitation period in accordance with Sections 195, 199 BGB results in a shorter limitation period in individual cases would lead. The buyer's claims for damages in accordance with Sections 10.1 and 10.2.a) as well as those under the Product Liability Act expire exclusively according to the statutory limitation periods.

10. Other Liability

10.1 We as the seller are liable, unless otherwise stated in these General Terms and Conditions of Sale, including the following provisions, for violations of contractual and non-contractual obligations in accordance with the statutory provisions.

10.2 Within the scope of liability for 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 only liable, subject to statutory liability limitations (e.g. care in our own affairs; insignificant breach of duty):

a) for damage resulting from injury to life, body or health,

b) for damages that result from the violation of an essential contractual obligation (obligations whose fulfillment enables the proper execution of the contract and on whose compliance the contractual partner relies and may also rely). In this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.

10.3 The liability limitations resulting from Section 10.2 also apply to third parties and to breaches of duty by persons for whose fault we are responsible in accordance with statutory provisions. If a defect was fraudulently concealed and a guarantee was given for the quality of the goods, the limitations of liability do not apply. This also applies to claims by the buyer under the Product Liability Act.

10.4 The buyer may withdraw or terminate the contract 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.

10.5 The buyer's right of termination (in particular in accordance with Sections 650 and 648 of the German Civil Code) is excluded. Otherwise, the legal requirements and legal consequences apply.

11. Choice of law and place of jurisdiction

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

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

11.3 We are also entitled to file a lawsuit at the place of fulfillment of the delivery obligation in accordance with these General Terms and Conditions of Sale or a priority individual agreement or at the buyer's general place of jurisdiction. This does not affect primary legal regulations (exclusive places of jurisdiction).

Annex 1:Remarks

The form assumes the use of the General Terms and Conditions of Sale (AVB) exclusively for entrepreneurs within the meaning of Section 14 of the German Commercial Code (HGB). In this respect, there is fundamentally greater scope for design of general terms and conditions than is the case with the purchase of consumer goods, which is already largely mandatory in individual contracts in accordance with Section 475 of the German Civil Code (BGB). The General Conditions of Sale are designed so that they can be used by both manufacturers and intermediaries. This also applies to products (including digital ones) intended for sale to (end) consumers. The General Terms and Conditions of Sale are detailed in their design and must therefore be adapted to each individual case.

If the user of the General Terms and Conditions of Sale regularly acts contractually with entrepreneurs and consumers, care should be taken to either use separate forms or to completely refrain from using general terms and conditions towards consumers.

The 2022 law of obligations reform based on the implementation of the Digital Content Directive (DIRL) and the Purchase of Goods Directive (WKRL) focuses entirely on the purchase of consumer goods and the provision of digital products to consumers. In the event that general purchasing law and questions of recourse in the supply chain are affected, this will be taken into account at the appropriate point in the General Terms and Conditions of Sale and the relevant comments (particularly on liability for defects).

The clause prohibitions of Sections 308 and 309 BGB apply in commercial legal transactions (B2B) indirectly via the general clause of Section 307 Paragraph 1 and 2 BGB (Section 310 Paragraph 1, Sentence 2 BGB). As part of this, the customs and customs applicable in commercial transactions must be taken into account appropriately. In order to ensure that the general terms and conditions are designed as securely as possible, they should be based on the standard applicable to consumer contracts, ie the express clause prohibitions of Sections 308 and 309 of the German Civil Code (BGB). Against this background, it should be noted, in accordance with the BGH jurisprudence, that the clause prohibitions of Section 309 BGB, which do not allow direct judicial assessment due to their rigid wording, have an indicative effect on commercial legal transactions.

Transparency requirement

This requirement means that, in case of doubt, a clause in general terms and conditions is unreasonably disadvantageous even if it is not clear and understandable. This requirement means that non-transparent clauses per se are to be regarded as ineffective, without the addition of an unreasonable disadvantage to the contractual partner in terms of content. This also means that the transparency requirement also applies to price regulations and service-describing clauses, which are generally excluded from content control.

  Warranty periods

For purchase and work contracts, the warranty period is 2 years. The warranty period can be shortened as follows by General Terms and Conditions:

• New:
• Buyer is consumer: 2 years
• Buyer is entrepreneur: 1 year

Reimbursement of expenses for subsequent performance

In accordance with Section 439 Paragraph 2 of the German Civil Code (BGB), the seller must bear the expenses necessary for the purpose of supplementary performance (e.g. transport, travel, labor and material costs). This obligation may not be excluded by general terms and conditions.

Liability for defects – Seller must cover removal and installation costs

The legal requirement for supplementary performance in accordance with Section 439 Paragraph 3 Sentence 1 of the Civil Code (BGB). determines that, as part of subsequent performance, the seller is obliged to reimburse the buyer for the necessary expenses for the removal and installation or attachment of the defect-free item if the buyer installs the defective item in another item in accordance with its nature and intended use or attached to another thing. According to § 445a BGB, the seller can also take recourse against his supplier. However, the seller is only liable if the buyer acted in good faith. The buyer's rights are therefore excluded if the buyer was aware of the defect at the time of installation or was not aware of it due to gross negligence.

 Changes in warranty law

The legal innovations within the framework of material defect warranty law through the implementation of the DIRL and WKRL on January 1, 2022 focus entirely on the consumer contract. In business transactions, despite the equal status of the subjective and objective concept of error now stipulated in Section 434 of the German Civil Code (BGB) and the lack of clarity in the individual regulations, there are no serious changes compared to the previous legal situation. In particular, B2B still has the opportunity to make regulations that deviate from the objective quality standard through concrete (including negative) quality agreements, which can also relate to the intended use of the product. Special features, particularly with regard to liability for goods with digital elements in the supply chain, are taken into account.

  Limitation on subsequent performance

In the case of a defective item, the buyer can choose to rectify the defect or deliver a defect-free item or, if the conditions are met, also demand compensation. Only if subsequent performance is not successful, not possible or unreasonable can the buyer – secondarily – assert warranty rights. With the clause, the right to choose the type of supplementary performance is assigned to the seller, in deviation from Section 439 Paragraph 1 BGB. The main argument in favor of the admissibility of the right to choose is that the seller or the manufacturer he regularly uses is closer to the matter than the buyer, which is why the entrepreneur's right to choose in the contract for work (Section 635 Paragraph 1 BGB) is even provided for by law. This guiding principle can, within reason, also be transferred to purchase contracts between entrepreneurs.

  Limitations of Liability

Any exclusion or limitation of liability for damages resulting from injury to life, body or health that is based on an intentional or negligent breach of duty by the user or an intentional or negligent breach of duty by a legal representative or vicarious agent of the user is ineffective.

  Amount of late payment interest

From the start of the default, the buyer owes the seller default interest in addition to the purchase price. If a consumer is involved in the purchase contract, either as a buyer or as a seller, the interest rate is 5% above the base interest rate. For purchase contracts between entrepreneurs, the interest rate is 9% above the base interest rate.

The current base interest rates can be obtained from the Bundesbank.