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If the customer’s order qualifies as an offer in accordance with § 145 BGB (German Civil Code), we may accept it within two (2) weeks.
We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. The customer requires our express written consent before passing them on to third parties.
Technical changes to our products that add value or maintain value are permitted at any time and without prior notice.
Unless otherwise stated in the order confirmation, our prices are ‘ex works’.
Packaging will be invoiced separately.
Statutory value added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the date of invoicing.
Unless otherwise stated in the order confirmation, the purchase price is due for payment net (without deduction) within thirty days of the invoice date. We reserve the right to declare default at an earlier reasonable date by issuing a reminder after the due date. The statutory provisions regarding the consequences of default in payment shall apply.
The customer shall only be entitled to set-off rights if his counterclaims have been legally established, are undisputed or have been recognised by us. In addition, he shall be entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.
A minimum order value of €100 applies to orders. The minimum quantity surcharge is based on the value of the goods in each individual case.
The start of the delivery period specified by us is subject to the clarification of all technical questions with the customer.
Compliance with our delivery obligation presupposes the timely and proper fulfilment of the purchaser’s obligations. We reserve the right to plead non-performance of the contract.
We shall be liable in accordance with the statutory provisions if the underlying purchase contract is a fixed-date transaction within the meaning of Section 286 (2) No. 4 of the German Civil Code (BGB) or Section 8 376 of the German Commercial Code (HGB). We shall also be liable in accordance with the statutory provisions if, as a result of a delay in delivery for which we are responsible, the customer is entitled to assert that their interest in the further performance of the contract has ceased to exist.
We shall also be liable in accordance with the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; any fault on the part of our representatives or vicarious agents shall be attributed to us. If the delay in delivery is due to a grossly negligent breach of contract for which we are responsible, our liability for damages shall be limited to the foreseeable, typically occurring damage.
We shall also be liable in accordance with the statutory provisions if the delay in delivery for which we are responsible is based on a culpable breach of a material contractual obligation; in this case, however, liability for damages shall be limited to the foreseeable, typically occurring damage.
If, after we have already fallen into arrears, the customer sets us a reasonable grace period, he shall be entitled to withdraw from the contract after this grace period has expired without result. If a reasonable grace period has expired without result, the customer shall be obliged to declare within a period of two weeks after expiry of the grace period whether he withdraws from the contract or continues to insist on performance.
If we can prove that, despite exercising reasonable care in selecting and monitoring our suppliers and despite concluding contracts on reasonable terms, our suppliers fail to deliver on time, the delivery period shall be extended by the period of delay caused by the supplier’s failure to deliver on time. In the event that delivery by the supplier is impossible, we shall be entitled to withdraw from the contract.
If the customer defaults on acceptance or culpably violates other obligations to cooperate, we shall be entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall pass to the customer at the point in time at which the customer defaults on acceptance.
Unless otherwise stated in the order confirmation, delivery is agreed to be ‘ex works’ (EXW Incoterms 2020) Untere Breite 7, 72144 Dußlingen. The risk shall pass to the customer when the delivery item has been made available for collection, even if partial deliveries are made.
Partial deliveries are permissible, provided they are reasonable for the customer.
According to the Packaging Ordinance, you have the option of returning the transport and outer packaging used by us. The costs for return transport shall be borne by the customer.
The purchaser’s claims for defects presuppose that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with Section 8 377 of the German Commercial Code (HGB).
If the purchased item is defective, we shall be entitled, at our discretion, to either remedy the defect or deliver a defect-free item.
If the subsequent performance fails, in particular if it is delayed beyond reasonable deadlines for reasons for which we are responsible, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price. If a reasonable grace period has elapsed without success, the customer shall be obliged to declare within a period of two weeks after the failure of the subsequent performance whether he withdraws from the contract or continues to insist on performance.
We shall be liable in accordance with the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Unless we are accused of intentional breach of contract, our liability for damages shall be limited to the foreseeable, typically occurring damage.
We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; however, even in this case, liability for damages shall be limited to the foreseeable, typically occurring damage. A material contractual obligation exists if the breach of duty relates to an obligation on whose fulfilment the customer relied and was entitled to rely.
Liability for culpable injury to life, limb or health and for damage falling within the scope of protection of a guarantee, quality or durability guarantee given by us shall remain unaffected, unless otherwise specified in the respective guarantee agreement; this also applies to mandatory liability under the Product Liability Act and the GDPR.
Unless otherwise specified above, liability is excluded.
The limitation period for claims for defects (warranty claims) is 12 months, calculated from the transfer of risk. This does not apply if the purchased item is normally used for a building and has caused the defect.
Claims by the customer due to a defect shall become time-barred after twelve (12) months. The limitation period shall commence upon delivery. In the event of intentional or grossly negligent breaches of duty, in the event of fraudulent concealment of a defect, in the event of third-party claims for surrender of property within the meaning of Section 438 (1) No. 1 of the German Civil Code (BGB), in the event of personal injury, in the event of violations of the GDPR, in the event of claims under the Product Liability Act and in the event of the assumption of a quality guarantee, the statutory provisions on the limitation period shall apply; However, in the case of a guarantee assumption, this shall only apply unless otherwise specified in the respective guarantee agreement. Claims in the event of supplier recourse pursuant to Sections 88 445a, 445b BGB shall remain unaffected.
Any further liability for damages beyond that provided for in the previous section (Claims for defects – Limitation period) is excluded, regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB).
The limitation provided for in clause 1 shall also apply if the customer demands compensation for wasted expenditure instead of claiming damages instead of performance.
Insofar as our liability for damages is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
We reserve title to the purchased item until all payments arising from the business relationship with the customer have been received. In the event of any breach of contract by the customer, in particular default in payment, we shall be entitled to exercise our statutory rights and take back the purchased item. After taking back the purchased item, we are entitled to sell it; the proceeds of the sale shall be offset against the customer’s liabilities, less reasonable costs of sale.
In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can take legal action in accordance with § 771 of the German Code of Civil Procedure (ZPO). If the third party is unable to reimburse us for the judicial and extrajudicial costs of such legal action, the customer shall be liable for the loss incurred.
The purchaser is entitled to resell the purchased item in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount (including VAT) accruing to him from the resale against his customers or third parties, irrespective of whether the purchased item has been resold without or after processing. The customer remains authorised to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we may demand that the customer 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.
The processing or transformation of the purchased item by the customer shall always be carried out on our behalf. If the purchased item is processed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. The same shall apply to the item created by processing as to the purchased item delivered under reservation.
If the purchased item is inseparably mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing is carried out in such a way that the purchaser’s item is to be regarded as the main item, it shall be deemed agreed that the purchaser shall transfer proportional co-ownership to us. The purchaser shall hold the sole ownership or co-ownership thus created in safekeeping for us.
We undertake to release the securities to which we are entitled at the request of the customer insofar as the value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is at our discretion.
If the customer is a commercial entity, the place of jurisdiction shall be Reutlingen. However, we shall also be entitled to sue the customer at their place of residence.
Unless otherwise stated in the order confirmation, the place of performance shall be Reutlingen.
This contract is governed exclusively by the laws of the Federal Republic of Germany, with the exception of the UN Convention on Contracts for the International Sale of Goods and the provisions referring to other laws.
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