Terms and Conditions

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I. General
1. These Terms and Conditions of Delivery and Payment (Terms and Conditions) apply exclusively to business dealings with companies, legal entities under public law or special funds under public law, and to all services to be provided and already provided by us; our contracting party acknowledges their validity upon receipt of the order confirmation. This also applies to all future transactions with our contracting party, even if our terms and conditions are not specifically agreed upon again. Previously used Terms and Conditions are invalid. We shall only recognise any deviating terms and conditions of purchase or other terms and conditions of the contracting party if we expressly agree to their validity in writing.
2. Individual agreements made on a case-by-case basis with our contracting party (including ancillary agreements, additions and amendments) shall in all cases take precedence over these Terms and Conditions of Delivery and Payment. The content of such agreements shall be governed by a written contract or our written confirmation.

II. Conclusion
of Contract 1. All quotations are made in all respects without obligation and are subject to change, unless expressly stated otherwise.
2. Contracts with us shall only come into effect upon written confirmation of the order; this also applies to all agreements made with our sales representatives and to notifications addressed to us verbally or via electronic means of communication. Our order confirmation must be checked by the contracting party, and any changes must be notified to us within five working days.
3. Minor changes to models do not entitle the contracting party to withdraw from the contract or to claim damages.

III. Force Majeure
1. Our contracting party shall have no entitlement to delivery or performance in cases where we are unable to deliver due to force majeure, industrial action, delays in delivery by our suppliers, or other events for which we are not responsible. In such cases, the delivery period shall be extended by at least the duration of the disruption. We shall notify our contracting party of such disruptions without delay.
2. Should the disruption make delivery significantly more difficult or impossible, and not be merely of a temporary nature (lasting longer than 6 weeks), we may withdraw from the contract. In this case, any services already rendered must be reimbursed. Any further claims for compensation by our contractual partner are excluded. Should it be unreasonable for our contractual partner to accept the goods as a result of a disruption that is not of a temporary nature, they may withdraw from the contract by giving us written notice after setting a deadline.

IV. Delivery, Delivery
Time 1. Any delivery times quoted by us are non-binding. Fixed delivery dates must be expressly confirmed by us. Upon expiry of a delivery date, a reasonable grace period must be granted to us. In the event of a delay for which we are not responsible, we shall be entitled, at our discretion, either to withdraw from the contract in whole or in part or to deliver at a later date. Upon acceptance without objection of goods delivered late, the delivery shall be deemed to have taken place on time. Claims for damages by our contracting party on account of late or non-delivery are excluded, unless we are found to have acted with intent or gross negligence.
2. Our contracting party is obliged to accept the delivery on the notified date. We reserve the right to claim compensation for any costs incurred by us as a result of delays in accepting the delivery.
3. We are entitled to make reasonable partial deliveries, provided that the partial delivery is usable by our contractual partner for the agreed purpose and does not result in any significant additional effort or costs for them. Partial deliveries shall be invoiced at the value of the partial delivery.
4. Unless otherwise agreed, the risk of loss or damage to the goods and the risk of price fluctuations shall pass to the contracting party upon handover of the goods to the carrier. This also applies in the event of delivery carriage paid by us. Transport insurance shall only be taken out at the contracting party’s request and at their expense.

V. Prices
The prices stated in our purchase price list in domestic currency are exclusive of VAT. VAT shall be charged at the statutory rate. The prices valid on the day of delivery in domestic currency shall be invoiced, unless otherwise agreed. Unless otherwise agreed, prices are quoted on a free-on-board basis to the contracting party’s premises within Germany; otherwise, they are free at the German border. Unless otherwise agreed, all prices are exclusive of all taxes, customs duties where applicable, and any other fees and charges. These shall be invoiced at the rates applicable at the time the invoice is issued.

VI. Payment
1. Our invoices are payable immediately without deduction. Agreements regarding cash discounts and payment terms (deferrals) apply only to the respective order. Upon expiry of the due dates stated on the invoices, the contracting party shall be in default without further notice and shall entitle us to charge interest on arrears at the statutory rate to business customers. Further claims arising from default remain unaffected.
2. We accept cheques only by prior agreement; acceptance is on account of performance. Acceptance does not constitute a deferral of our claim. Bills of exchange are not accepted.
3. Default on payment of even one of our invoices entitles us to take action in respect of all transactions in accordance with Section 321 of the German Civil Code (BGB). Furthermore, all claims arising from the business relationship shall become due for immediate payment.

VII. Set-off
Our contractual partner is precluded from setting off counter-claims or exercising a right of retention, unless the set-off or right of retention is based on the same legal relationship or Section 320 of the German Civil Code (BGB), or the claims are undisputed or have been established by a final and binding judgement.

VIII. Warranty
1. In business dealings with companies and bodies governed by public law, apparent defects must be reported in writing without delay, but no later than 12 days after delivery; hidden defects must be reported in writing immediately upon discovery, within the warranty limitation period. Claims for defects by the end customer must be notified to us in writing without delay, but no later than 5 working days after notification by the end customer; otherwise, any such claims for defects or rights of recourse are excluded.
2. Insofar as we are obliged to provide subsequent performance in the event of justified defects, we must be given the opportunity to fulfil the statutory claim for subsequent performance, at our discretion, either by rectification or replacement. Claims for recourse remain unaffected by the above provision without restriction. In the event of failure, impossibility, unreasonableness, refusal or unreasonable delay in rectifying the defect or making a replacement delivery, the contracting party may – provided the defect is not merely minor and without prejudice to any claims for damages – withdraw from the contract or reduce the purchase price.
3. Claims for defects shall not arise in the event of only an insignificant deviation from the agreed quality, only an insignificant impairment of usability, natural wear and tear, or damage occurring after the transfer of risk as a result of unsuitable, improper or non-contractual use, faulty assembly, excessive strain, or improper modification, rectification or repair work carried out by the contracting party or third parties, or as a result of faulty or negligent handling, unless we are responsible for such damage.
4. The contracting party’s claims in respect of the costs incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, including any removal and re-installation costs, are excluded to the extent that the expenses increase because the goods delivered by us have subsequently been moved to a location other than the contracting party’s premises, unless such movement is in accordance with their intended use. Any reimbursement of expenses to be made by us shall take the form of a credit note.
5. Our contracting party shall only have recourse claims against us to the extent that it has not entered into any agreements with its customer that go beyond the mandatory statutory claims for defects. Furthermore, Section VIII(4) shall apply mutatis mutandis to the scope of the recourse claim against us.

IX. Compensation
for Damages 1. We shall be liable without limitation in accordance with the statutory provisions for damage to life, limb or health resulting from a grossly negligent or intentional breach of duty on our part as the contractor, on the part of our legal representatives or our vicarious agents, as well as for damage covered by liability under the Product Liability Act, and for damage resulting from intentional or grossly negligent breaches of contract or fraudulent misrepresentation on the part of us as the contractor, our legal representatives or our vicarious agents. Insofar as we have provided a guarantee of quality and/or durability in respect of the goods or parts thereof, we shall also be liable within the scope of this guarantee. However, for damage arising from the absence of the guaranteed quality or durability, but which does not occur directly to the goods, we shall only be liable if the risk of such damage is clearly covered by the guarantee of quality and durability.
2. Our strict liability for damages, regardless of the legal basis, in particular arising from impossibility, delay, defective or incorrect delivery, breach of contract,
breach of duties during contract negotiations and tort, is limited as follows:
a) We shall not be liable in the event of simple negligence on the part of our officers, legal representatives, employees or other vicarious agents, provided that this does not concern a breach of such essential contractual obligations (cardinal obligations) whose fulfilment is of particular importance for achieving the purpose of the contract.
b) Insofar as we are liable for damages on the merits of the case, such liability is limited to damages which we foresaw as a possible consequence of a breach of contract at the time the contract was concluded, or which we could have foreseen had we exercised the care customary in the trade. Any damage that does not relate to the goods themselves (consequential damage) but which results from defects in the goods shall only be compensable insofar as such damage is typically to be expected when the goods are used for their intended purpose.
3. Any further liability arising from the sale of goods is excluded, irrespective of the legal nature of the claim asserted; this applies in particular to claims in tort or claims for reimbursement of wasted expenditure in lieu of performance. The above exclusions and limitations of liability shall apply to the same extent in favour of our organs, legal representatives, employees and other vicarious agents.

X. Settlements, Admissions
1. Procedural steps aimed at bringing a legal dispute to an end – in particular settlement agreements or admissions – which are taken by our contractual partner in legal proceedings are only binding on us if we have given our prior written consent to such action.
2. Similarly, out-of-court settlement agreements shall only be binding on us if we have agreed to them in writing. In the aforementioned cases, reimbursement to our contractual partner shall be made exclusively in the form of a credit note and only to the extent determined in the legal dispute between the contractual partner and the end customer. Neither court costs nor out-of-court costs shall be reimbursed in this case and must be paid by the contractual partner.

XI. Retention
of Title The retention of title agreed below serves to secure our existing and future claims against our contractual partner.
1. We reserve title to all goods delivered by us until all claims arising from the business relationship – including balance claims from current accounts – have been settled. We are entitled to take back the goods if the contracting party acts in breach of contract. Furthermore, we reserve title to the goods subject to retention of title until the secured claim has been settled in full. Our contractual partner may only dispose of the goods in the ordinary course of business and only for as long as they are not in default of their obligations to us or have not suspended payments. Pledging or transfer by way of security is not permitted. As a precautionary measure, our contractual partner hereby assigns to us in full all claims arising from the resale of the goods subject to retention of title, including all balance claims arising from current accounts. We revocably authorise our contractual partner to collect the claims assigned to us on our behalf in their own name. The authorisation to collect may be revoked in the event of Section II, Clause 2 of our General Terms and Conditions. It shall in any event cease upon the contractual partner ceasing payments or applying for insolvency proceedings in respect of its assets.
2. In the event of third-party claims to the goods subject to retention of title, the contractual partner shall indicate our ownership and notify us without delay. The costs of any third-party opposition proceedings shall be borne by the contracting party in the internal relationship between the parties. To secure all present and future claims arising from the business relationship, the contracting party assigns to us all goods originating from us, whether paid for or unpaid, which are located on its business premises and in its warehouses. We agree that the contracting party shall hold these goods in safekeeping on our behalf. The contracting party shall treat them as if they were its own goods, insure them against theft and loss, and shall only resell them to the extent that it is ensured that the assigned proceeds from the resale accrue to us. We undertake to release, at our discretion, any security to which we are entitled under the above provisions to the extent that its value exceeds the claims to be secured by more than 10 per cent.
3. The contracting party is obliged, upon request, to provide us with a detailed list of the claims assigned by way of security, including the names and addresses of the customers, the amount of each claim, the invoice date, etc., and to provide us with all information and documents necessary for the enforcement of the assigned claims. Upon our request, the contracting party must disclose the assignment by way of security to its customers.
4. In the event of default on payment of even a single claim, we shall be entitled, in respect of all goods remaining our property, to exercise our rights of retention or security rights, to take back the delivered items and either to realise them on the open market at the best possible price at the contracting party’s expense and risk, or to take them into our possession as security. Unless expressly stated otherwise by us, this shall not be construed as a withdrawal from the contract.
5. In the case of the delivery of goods intended for further processing, the following supplementary provisions shall apply: Our title extends to the new item created by the processing of the goods subject to retention of title. The contracting party shall manufacture the new item for us, excluding any acquisition of title on its own part, and shall hold it in safekeeping on our behalf. This does not give rise to any claims against us on the part of the contracting party. Where our goods subject to retention of title are processed together with goods from other suppliers, whose rights of ownership also continue to apply to the new item, we shall, together with these suppliers – to the exclusion of the contracting party’s acquisition of co-ownership –— co-ownership of the new item at its full value, including added value, in the proportion of the invoice value of our goods subject to retention of title to the total invoice value of all goods subject to retention of title processed together. If any component remains initially not covered by retention of title because other suppliers have not extended their retention of title to the value added by the contracting party, our share of co-ownership shall increase by this remaining proportion. However, if other suppliers have also extended their retention of title to this residual share, we shall be entitled only to that share which results from the ratio of the invoice value of our goods subject to retention of title to the invoice values of the goods processed by these other suppliers.

XII. Intellectual Property Rights
1. We reserve title to and copyright in all quotation and sales documents as well as advertising materials made available to the contracting party. The contracting party is authorised to use these vis-à-vis third parties to the agreed extent and whilst respecting our industrial property rights. The material provided must be returned to us free of charge upon first request, and any right of retention is hereby excluded. The explanations, notes and reservations set out in the catalogues and price lists form an integral part of these General Terms and Conditions.
2. In the event that goods delivered by us infringe the industrial property rights or copyright of a third party, we shall, at our discretion and at our expense, either replace or modify the goods, or secure the right of use for ourselves or our contractual partner by concluding an appropriate licence agreement. Any claims for damages by our contractual partner are subject to the limitations set out in Clause IX.

XIII. Miscellaneous
1. The incorporation and interpretation of these General Terms and Conditions, as well as the conclusion and interpretation of legal transactions with the contracting party, shall be governed exclusively by the law of the Federal Republic of Germany. The application of the Uniform Law on the Formation of International Contracts for the Sale of Goods, the Uniform Law on the International Sale of Goods and the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. The invalidity of individual provisions of the contract or of these Terms and Conditions of Delivery and Payment or their constituent parts shall not affect the validity of the remaining provisions. The contracting parties are obliged, within reasonable limits and in good faith, to replace an invalid provision with a valid provision that achieves the same economic effect, provided that this does not result in a material alteration of the content of the contract; the same applies where a matter requiring regulation is not expressly provided for.
3. The place of jurisdiction and place of performance shall be Rheda-Wiedenbrück, insofar as this is permissible under Section 29(2) of the German Code of Civil Procedure (ZPO). Exclusive jurisdiction shall lie, at our discretion, with the Rheda-Wiedenbrück Local Court or the Bielefeld Regional Court.