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1. Scope of Application, Form

1.1 These General Terms and Conditions of (‘GTC’) apply to all our business relationships with our customers (‘buyer’). The GTC only apply if the Buyer is an entrepreneur (§ 14 German Civil Code), a legal entity under public law or a special fund under public law.

1.2 The GTC apply in particular to contracts for the sale and/or delivery of movable goods (‘goods’), regardless of whether we manufacture the goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the GTC shall apply in the version valid at the time of the buyer's order or, in any case, in the version last communicated to the buyer in text form as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.

1.3 Our GTC apply exclusively. Any deviating, conflicting or supplementary general terms and conditions of the buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in all cases, for example even if the buyer refers to its general terms and conditions in the order and we do not expressly object to this.

1.4 Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in our order confirmation take precedence over the GTC. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (‘ICC’) in the version valid at the time of conclusion of the contract.

1.5 Legally binding declarations and notifications by the buyer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Written form within the meaning of these GTC includes written and text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular in cases of doubt as to the legitimacy of the person making the declaration, remain unaffected.

1.6 References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTC.

2. Conclusion of contract

2.1 Our offers are subject to change and non-binding. This also applies if we have provided the buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – including in electronic form – to which we reserve ownership rights and copyrights.

2.2 The order of goods by the buyer is considered a binding contractual offer. Unless otherwise stated in the order, we are entitled to accept this contractual offer within 14 days/weeks of its receipt by us.

2.3 Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods to the buyer.

3. Delivery period and delay in delivery

3.1 The delivery period shall be agreed individually or specified by us upon acceptance of the order.

3.2 If we are unable to meet binding delivery deadlines for reasons beyond our control (non-availability of the service), we shall inform the buyer immediately and at the same time notify them of the expected new delivery deadline. If the service is also unavailable within the new delivery deadline, we shall be entitled to withdraw from the contract in whole or in part; We shall immediately reimburse any consideration already paid by the buyer. Non-availability of the service shall be deemed to exist, for example, in the event of late delivery by our supplier, if we have concluded a congruent covering transaction, in the event of other disruptions in the supply chain, for example due to force majeure, or if we are not obliged to procure the goods in individual cases.

3.3 Our delay in delivery shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the buyer is required.

3.4 The rights of the buyer under Section 8 of these GTC 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 performance and/or subsequent performance), remain unaffected.

4. Delivery, transfer of risk, acceptance, default of acceptance

4.1 Delivery shall be made from the warehouse, which shall also be the place of performance for the delivery and any subsequent performance. At the request and expense of the buyer, the goods shall be shipped to another destination (‘sale by delivery’). Unless otherwise agreed, we shall be entitled to determine the type of shipment (in particular the transport company, shipping route, packaging) ourselves.

4.2 The risk of accidental loss and accidental deterioration of the goods shall pass to the buyer at the latest upon delivery. In the case of sale by delivery, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall pass to the buyer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall apply mutatis mutandis to an agreed acceptance. The handover or acceptance shall be deemed to have taken place if the buyer is in default of acceptance.

4.3 If the buyer is in default of acceptance, fails to cooperate or delays our delivery for other reasons for which the buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this, we shall charge a lump sum compensation of EUR 75 per calendar day, beginning with the delivery period or, in the absence of a delivery period, with the notification that the goods are ready for dispatch.

Proof of higher damages and our legal claims (in particular reimbursement of additional expenses, reasonable compensation, termination) remain unaffected; however, the lump sum compensation shall be offset against any further monetary claims. The buyer is entitled to prove that we have incurred no damage at all or only significantly less damage than the above lump sum.

5. Prices and payment terms

5.1 Unless otherwise agreed in individual cases, our prices valid at the time of conclusion of the contract shall apply, ex warehouse, plus statutory value added tax.

5.2 In the case of sale by delivery, the buyer shall bear the transport costs from the warehouse and the costs of any transport insurance requested by the buyer. Any customs duties, fees, taxes and other public charges shall be borne by the buyer.

5.3 The purchase price is due and payable within 10 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 shall declare a corresponding reservation at the latest with the order confirmation.

5.4 Upon expiry of the above payment period, the buyer shall be in default. During the period of default, interest shall be payable on the purchase price at the applicable statutory default interest rate. We reserve the right to assert further claims for damages caused by default. Our claim to commercial interest on arrears (§ 353 German Commercial Code) against merchants remains unaffected.

5.5 The buyer shall only be entitled to set-off or retention rights to the extent that his claim has been legally established or is undisputed. In the event of defects in the delivery, the buyer's counter rights, in particular in accordance with Section 7.6 sentence 2 of these GTC, shall remain unaffected.

5.6 If, after conclusion of the contract, it becomes apparent (e.g. through an application for the opening of insolvency proceedings) that our claim to the purchase price is at risk due to the buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and, if necessary, to withdraw from the contract after setting a deadline (§ 321 German Civil Code). In the case of contracts for the manufacture of non-fungible goods (custom-made products), we may declare our withdrawal immediately; the statutory provisions on the dispensability of setting a deadline remain unaffected.

6. Retention of title

6.1 We retain title to the goods sold until full payment of all our current and future claims arising from the purchase contract and any ongoing business relationship (secured claims).

6.2 The goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been paid in full. The buyer must notify us immediately in writing if an application for the opening of insolvency proceedings is filed or if third parties (e.g. distraint) seize the goods belonging to us.

6.3 In the event of breach of contract by the buyer, in particular non-payment of the purchase price due, we shall be 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 our retention of title. The demand for surrender does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the buyer fails to pay the purchase price due, we may only assert these rights if we have previously set the buyer a reasonable deadline for payment without success or if such a deadline is not required by law.

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

a. The retention of title extends to the full value of the products created by processing, mixing or combining our goods, whereby we are considered the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their ownership rights remain, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

b. The buyer hereby assigns to us as security all claims against third parties arising from the resale of the goods or products, either in full or in the amount of our possible co-ownership share in accordance with the preceding paragraph. We accept the assignment. The obligations of the buyer specified in Section 6.2 shall also apply with regard to the assigned claims.

c.The buyer remains authorised to collect the claim alongside us. We undertake not to collect the claim as long as the buyer meets their payment obligations to us, there is no deficiency in their ability to pay and we do not assert our retention of title by exercising a right in accordance with Section 6.3. However, if this is the case, we may demand that the buyer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, we shall also be entitled to revoke the buyer's authority to resell and process the goods subject to retention of title.

d. If the realisable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the buyer's request.

7. Claims for defects by the buyer

7.1 The statutory provisions apply to the rights of the buyer in the event of material defects and defects of title (including incorrect and short delivery as well as improper assembly/installation or defective instructions), unless otherwise specified below. In all cases, the statutory provisions on the sale of consumer goods (§§ 474 ff. German Civil Code) and the rights of the buyer arising from separately issued guarantees, in particular on the part of the manufacturer, remain unaffected.

7.2 Our liability for defects is based primarily on the agreement made regarding the quality and intended use of the goods (including accessories and instructions). All product descriptions and manufacturer's specifications that are the subject of the individual contract or that were publicly announced by us (in particular in catalogues or on our website) at the time of conclusion of the contract shall be deemed to be a quality agreement in this sense. If the quality has not been agreed, the statutory provisions shall apply to determine whether or not a defect exists. Public statements made by the manufacturer or on its behalf, in particular in advertising or on the label of the goods, shall take precedence over statements made by other third parties.

7.3 For goods with digital elements or other digital content, we are only obliged to provide and, if necessary, update the digital content if this is expressly stated in a quality agreement in accordance with Section 7.2. We accept no liability for public statements made by the manufacturer or other third parties in this regard.

7.4 We shall not be liable for defects which the buyer is aware of at the time of conclusion of the contract or which the buyer fails to discover through gross negligence (§ 442 German Civil Code). Furthermore, the buyer's claims for defects presuppose that he has fulfilled his statutory obligations to inspect and give notice (§§ 377, 381 German Commercial Code). In the case of goods and components intended for installation or further processing, an inspection must be carried out immediately prior to processing. If a defect becomes apparent upon delivery, during inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within 5 working days of delivery and defects that are not apparent during inspection within the same period of time after discovery. If the buyer fails to carry out the proper inspection and/or notification of defects, our liability for defects that are not reported or not reported in a timely or proper manner shall be excluded in accordance with the statutory provisions. In the case of goods intended for assembly, attachment or installation, this shall also apply if the defect only became apparent after processing due to a breach of one of these obligations; in this case, the buyer shall have no claims for reimbursement of corresponding costs (‘removal and installation costs’).

7.5 If the delivered item is defective, we may first choose whether to remedy the defect (repair) or deliver a defect-free item (replacement). If the type of remedy chosen by us is unreasonable for the buyer in individual cases, the buyer may reject it. Our right to refuse subsequent performance under the statutory conditions remains unaffected.

7.6 We are entitled to make the subsequent performance owed dependent on the buyer paying the purchase price due. However, the buyer is entitled to retain a portion of the purchase price commensurate with the defect.

7.7 The buyer must give us the time and opportunity necessary for the subsequent performance owed, in particular to hand over the rejected goods for inspection. In the event of a replacement delivery, the buyer must return the defective item to us at our request in accordance with the statutory provisions; however, the buyer has no right to demand return. Subsequent performance does not include the removal, dismantling or deinstallation of the defective item, nor the installation, fitting or assembly of a non-defective item if we were not originally obliged to provide these services; claims by the buyer for reimbursement of corresponding costs (‘removal and installation costs’) remain unaffected.

7.8 We shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labour and material costs as well as any removal and installation costs, in accordance with the statutory provisions and these GTC, if a defect actually exists. Otherwise, we may demand reimbursement from the buyer for the costs incurred as a result of the unjustified request to remedy the defect if the buyer knew or could have recognized that no defect actually existed.

7.9 In urgent cases, e.g. if operational safety is at risk or to prevent disproportionate damage, the buyer has the right to remedy the defect himself and to demand reimbursement from us for the objectively necessary expenses incurred. We must be notified immediately, if possible in advance, of any such self-remedy. The right to remedy the defect ourselves does not apply if we would be entitled to refuse subsequent performance in accordance with the statutory provisions.

7.10 If a reasonable period set by the buyer for subsequent performance has expired without result or is dispensable under statutory provisions, the buyer may withdraw from the purchase contract or reduce the purchase price in accordance with statutory provisions. However, there is no right of withdrawal in the case of an insignificant defect.

7.11 Claims by the buyer for reimbursement of expenses pursuant to Section 445a (1) of the German Civil Code are excluded, unless the last contract in the supply chain is a consumer goods purchase (Sections 478, 474 German Civil Code) or a consumer contract for the provision of digital products (Sections 445c (2), 327 (5), 327u German Civil Code). Claims by the buyer for damages or reimbursement of futile expenses (Section 284 German Civil Code) shall also only exist in the event of defects in the goods in accordance with Sections 8 and 9 below.

8. Other liability

8.1 Unless otherwise specified in these GTC, including the following provisions, we shall be liable for any breach of contractual and non-contractual obligations in accordance with the statutory provisions.

8.2 We shall be liable for damages – regardless of the legal basis – within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, we shall only be liable, subject to statutory liability restrictions (e.g. diligence in our own affairs; insignificant breach of duty), for

a. for damage resulting from injury to life, limb or health,

b. for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

8.3 The limitations of liability arising from Section 8.2 shall also apply to third parties and in the event of breaches of duty by persons (including for their benefit) for whose fault we are responsible in accordance with statutory provisions. They shall not apply if a defect has been fraudulently concealed or a guarantee has been given for the quality of the goods, and to claims by the buyer under the Product Liability Act.

8.4 The buyer may only withdraw from the contract or terminate it due to a breach of duty that does not constitute a defect if we are responsible for the breach of duty. The buyer's right to terminate the contract at will (in particular in accordance with Sections 650 and 648 of the German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.

9. statute of limitations

9.1 Notwithstanding Section 438(1)(3) of the German Civil Code, the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance.

9.2 Bauwerk oder eine Sache, die entsprechend ihrer üblichen Verwendungsweise für ein Bauwerk verwendet worden ist und dessen Mangelhaftigkeit verursacht hat (Baustoff), beträgt die Verjährungsfrist gem. der gesetzlichen Regelung 5 Jahre ab Ablieferung (§ 438 Abs. 1 Nr. 2 BGB). Unberührt bleiben auch weitere gesetzliche Sonderregelungen zur Verjährung (insbes. § 438 Abs. 1 Nr. 1, Abs. 3, §§ 444, 445b BGB).
If the goods are a structure or an item that has been used for a structure in accordance with its normal use and has caused its defectiveness (building material), the limitation period is 5 years from delivery in accordance with the statutory provisions (Section 438 (1) No. 2 German Civil Code). Further special statutory provisions on the limitation period (in particular Section 438 (1) No. 1, (3), Sections 444, 445b German Civil Code) remain unaffected.

9.3 The above limitation periods under sales law also apply to contractual and non-contractual claims for damages by the buyer based on a defect in the goods, unless the application of the regular statutory limitation period (Sections 195, 199 German Civil Code) would lead to a shorter limitation period in individual cases. Claims for damages by the buyer pursuant to Section 8.2, sentences 1 and 2 (a) and pursuant to the Product Liability Act shall be subject exclusively to the statutory limitation periods.

10. Choice of law and place of jurisdiction

10.1 These GTC and the contractual relationship between us and the buyer are governed by the aws of the Federal Republic of Germany, excluding international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).

10.2 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, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Siegen. The same shall apply if the buyer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, we shall also be entitled in all cases to bring an action at the place of performance of the delivery obligation in accordance with these GTC or a prior individual agreement or at the buyer's general place of jurisdiction. Overriding statutory provisions, in particular those relating to exclusive jurisdiction, shall remain unaffected.

10.3 Insofar as the contract or these GTC contain loopholes, the legally effective provisions that the contracting parties would have agreed upon in accordance with the economic objectives of the contract and the purpose of these GTC if they had been aware of the loophole shall be deemed to have been agreed upon to fill these loopholes.

10.4 These GTC shall be governed by and construed in accordance with the laws of Germany. The English version of these GTC serves only for information and is not part of this legal transaction. Therefore, in the event of any inconsistency between the German and the English version, only the German version shall apply