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General terms and conditions

General Terms and Conditions of Business

1. scope of application

(1) These terms and conditions apply to entrepreneurs, legal entities under public law or special funds under public law (hereinafter: Customer).

(2) Our deliveries, services and offers are made exclusively on the basis of these Terms and Conditions of Sale and Delivery. These shall also apply to all future business transactions with the customer, insofar as these are legal transactions of the same or a related nature.

(3) We hereby object to any terms and conditions of business or purchase of the customer; they shall only apply if their inclusion is expressly confirmed by us in writing.

(2) Offer and conclusion of contract

(1) Our offers are subject to change and non-binding unless we have expressly designated them as binding.

(2) We can accept an order from the customer, which is to be qualified as an offer to conclude a contract, within two weeks by sending a written confirmation or by performing the contractual service within the same period.

(3) Drawings, illustrations, dimensions, weights or other performance data are only binding if they have been expressly assured in writing.

(3) Delivery

(1) Our delivery obligations are subject to correct and timely self-delivery, unless we are responsible for the incorrect or delayed self-delivery.

(2) We are only entitled to make partial deliveries and provide partial services if these are of interest to the customer in accordance with the purpose of the contract and the customer does not incur any significant additional expense as a result.

(3) Information on delivery times is approximate unless otherwise agreed with the customer. Delivery periods shall only commence after complete clarification of all details of execution and presuppose the timely and proper fulfilment of the customer's obligations.

(4) If the customer is in default with the call-off, acceptance or collection of the goods, we shall be entitled to demand compensation for the damage incurred by us; the risk of accidental deterioration and accidental loss shall pass to the customer upon the occurrence of default in acceptance.

(5) In the event of a delay in delivery for a fixed delivery date which is not caused by us intentionally or by gross negligence, we shall be liable for each completed week of delay within the framework of a lump-sum compensation for delay in the amount of 3% of the delivery value, but not more than 15% of the delivery value.

(6) Further legal claims and rights of the customer due to a delay in delivery remain unaffected.

(4) Prices and payment

(1) Unless otherwise agreed, our prices are ex warehouse plus freight and the applicable sales tax.

(2) We shall charge the packaging customary for transport/shipping at cost price, unless otherwise agreed with the customer.

(3) Our invoices are due for payment immediately and without deduction.

(4) The customer may only set off against our claims undisputed claims recognised by us and legally established or claims which are reciprocal to our claim. The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

(5) If the customer defaults on a payment, the statutory provisions shall apply.

(6) If there is a significant deterioration in the customer's financial situation after conclusion of the contract or if this circumstance becomes known after conclusion of the contract, we shall be entitled to demand advance payment and to withhold deliveries until you have paid in full.

5 Transfer of risk in case of shipment

(1) If the goods are shipped to the customer at the customer's request, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon dispatch to the customer, at the latest upon leaving the factory/warehouse. This applies regardless of who bears the freight costs.

(2) If dispatch is delayed at the request of the customer, the risk shall pass to the customer upon notification of readiness for delivery.

(6) Retention of title

(1) The delivered goods shall remain our property (goods subject to retention of title) until final payment of all claims arising and accruing on the basis of the business relationship. In the case of several claims or current account, the retention of title shall be deemed security for the balance claim, even if individual deliveries of goods have already been paid.

(2) In the event of conduct by the customer in breach of contract, e.g. default in payment, we shall have the right to take back the goods subject to retention of title after setting a reasonable deadline in advance. If we take back the goods subject to retention of title, this shall constitute a withdrawal from the contract. We are entitled to realise the reserved goods after taking them back. After deduction of a reasonable amount for the costs of realisation, the proceeds of realisation shall be set off against the amounts owed to us by the customer.

(3) In the event of access by third parties to the goods subject to retention of title, in particular seizures, the customer shall point out our ownership and notify us immediately so that we can enforce our ownership rights.

(4) The customer is entitled to process and sell the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security are not permitted. The customer hereby assigns to us by way of security all claims arising from the resale or any other legal reason (insurance, tort) with regard to the goods subject to retention of title. We revocably authorise the customer to collect the claims assigned to us for his account in his own name. The authorisation to collect shall expire if the customer does not properly fulfil his payment obligations, gets into payment difficulties, compulsory enforcement measures are taken against him or judicial insolvency proceedings are opened against his assets or the opening of such proceedings is rejected for lack of assets.

(5) Processing or transformation of the goods shall always be carried out for us as supplier, but without any obligation for us. If the delivery items are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other processed items at the time of processing. If the delivery items are combined or inseparably mixed with other items or materials not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery items to the other combined or mixed items or materials. If the customer's item is to be regarded as the main item in the case of combination or mixing, it shall be deemed to be agreed that the customer assigns to us co-ownership of the new item on a pro rata basis. The customer shall hold the co-ownership thus created in safe custody for us.

(6) We are obliged to release the securities to which we are entitled insofar as the realisable value of our securities exceeds the claims to be secured by more than 10%; in this respect, we are responsible for selecting the securities to be released.

7 Warranty

(1) In the event of a breach of a contractual obligation, the customer shall be entitled to the statutory rights vis-à-vis us in accordance with the following provisions.

(2) The customer shall only be entitled to warranty claims if he has complied with his obligations to examine the goods and to give notice of defects in accordance with § 377 of the German Commercial Code (HGB).

(3) In the event of a justified and timely notice of defect, the customer shall be entitled to subsequent performance during the warranty period; we shall be entitled to choose the type of subsequent performance - elimination of the defect or delivery of an item free of defects. If the subsequent performance fails or if further attempts at subsequent performance are unreasonable for the customer, the customer shall be entitled to a reduction in price or to withdraw from the contract.

(4) If a claim is made against the customer by his customer or a consumer on account of a defect in the delivered goods which was already present at the time of the transfer of risk or which was complained about by a consumer as the end user, the customer's statutory rights of recourse against us pursuant to Sections 478 and 479 of the German Civil Code shall remain unaffected.

(5) The customer may only assert claims for damages under the conditions regulated in clause 8 due to a defect if subsequent performance has failed or we refuse subsequent performance. The customer's right to assert further claims for damages under the conditions set out in clause 8 shall remain unaffected.

(6) Only the customer is entitled to claims against us due to defects and these are not assignable.

(7) The limitation period for claims for defects is one year from the transfer of risk. This shall not apply insofar as longer periods are prescribed by law in accordance with §§ 438 para. 1 no. 2 (buildings and objects for buildings), 478, 479 (supplier recourse) and 634 a para. 1 no. 2 BGB (German Civil Code) (construction defects) as well as in cases of injury to life, limb or health, in the event of an intentional or grossly negligent breach of duty by us and in the event of fraudulent concealment of a defect.

8 Liability

We shall only be liable for any damage incurred insofar as this is due to a breach of an essential contractual obligation or to intentional or grossly negligent conduct on our part, on the part of our legal representatives or vicarious agents. If an essential contractual obligation is breached due to slight negligence, our liability shall be limited to the foreseeable damage typical for the contract. An essential contractual obligation is given in the case of obligations, the fulfilment of which makes the proper execution of the contract possible in the first place or on the observance of which the customer has relied and was entitled to rely.

Any further liability for damages is excluded. Liability for culpable injury to life, body or health in accordance with the statutory provisions shall remain unaffected. This also applies to mandatory liability under the Product Liability Act.

9 Place of performance/jurisdiction/applicable law

(1) The place of performance for all delivery obligations on our part and for the other contractual obligations of both parties is Nuremberg.

(2) This contract and these terms and conditions as well as the entire legal relationship between the customer and us shall be governed by the laws of the Federal Republic of Germany to the exclusion of all references to other legal systems and international treaties. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(3) The place of jurisdiction for all disputes arising from this contractual relationship is Nuremberg. However, we are also entitled to sue the customer at his place of business.

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