General Terms and Conditions (GTC)

The following General Terms and Conditions (Terms of Sale and Delivery) form the basis of all current and future agreements, offers, and orders with entrepreneurs as defined in § 310 para. 1 of the German Civil Code (hereinafter referred to as customers). Deviating, conflicting, or supplementary General Terms and Conditions of the customer shall not become part of the contract, even if known, unless their validity is expressly agreed to, even if we do not expressly object to them. Otherwise, our Terms of Sale and Delivery shall apply exclusively.

1. Our offers are non-binding and subject to change (in the sense that withdrawal is possible until acceptance), unless otherwise expressly agreed.
2. We reserve the right to make technical changes as well as changes in form, color, and/or weight within reasonable limits. We may make standard over- or under-deliveries of up to 10%. Furthermore, over- or under-deliveries by suppliers that are permissible according to their terms and conditions entitle us to make over- or under-deliveries to the same extent. The execution of the order takes place within the technically necessary material and process tolerances. We reserve the right to deviate from the quality of materials in accordance with the delivery conditions of our suppliers.
3. By ordering goods from one of our catalogs in text form (e.g., in writing, by fax, by email) or with an online order, the customer declares bindingly that they wish to purchase the ordered goods. A contract with us is concluded when we accept the contract offer contained in the order by order confirmation. We are entitled to make this declaration of acceptance within two weeks after receipt of the order. Acceptance can be declared either in writing or by delivery of the goods to the customer.
4. For individual offers from us, these expire 20 working days after the date of the offer. By placing an order for the relevant goods based on such an offer and within this period, the customer bindingly declares acceptance of our offer.
5. The conclusion of the contract is subject to correct and timely self-delivery by our contractual partners, vicarious agents, and suppliers. The customer will be informed immediately of the unavailability of the service. If we are not responsible for the non-delivery, in particular when concluding a congruent hedging transaction with our supplier, we will be released from our performance obligations to the extent that these are correspondingly hindered or delayed.
6. Information in offers and/or order confirmations that is based on an obvious error, namely a clerical or calculation error, does not bind us. Instead, the obviously intended declaration applies.
7. The offer documents, drawings, descriptions, samples, and cost estimates may not be passed on, published, reproduced, or otherwise made accessible to third parties without our permission. Upon request, the documents must be returned without retaining copies.

1. The agreed delivery times are approximate. The agreement of fixed dates requires our express written confirmation to be effective.
2. The agreed delivery times begin at the earliest from the date of the order confirmation. However, the delivery period only begins to run when we have all the necessary documents and other templates for the execution of the order. As long as the customer is in arrears with a (pre-)performance obligation, our delivery obligation is suspended. In case of culpable exceeding of an agreed delivery period, delivery delay only occurs after expiry of a reasonable grace period.
3. Cases of force majeure – defined as circumstances and incidents that cannot be prevented with the care of proper business management – suspend the contractual obligations of the parties for the duration of the disturbance and to the extent of their effect. If resulting delays exceed a period of ten weeks, both contracting parties are entitled to withdraw from the contract with regard to the affected scope of performance. There are no other claims.

1. All prices are fixed prices plus statutory value-added tax. Unless otherwise agreed, our deliveries are ex works without packaging, transport insurance, freight, and They are based on the labor and material costs or manufacturer costs and VAT burdens valid at the time of contract conclusion. If changes in the calculation basis occur after conclusion of the contract due to higher labor and material costs or manufacturer costs, VAT burdens, or other circumstances, in particular technically justified calculation changes, we are entitled to change the price in reasonable proportion to the change in the calculation basis. Alternatively, we are entitled to withdraw from the contract. This also applies to conclusion or call-off orders, unless expressly agreed otherwise at the time of contract conclusion.
2. The agreed prices are binding. These are due for payment within 30 days after receipt of the delivery or service provision (whereby we grant a 2% discount for full payment within 10 calendar days); however, we reserve the right to demand advance payment from customers (whereby only a partial amount can be required as advance payment).
3. After the expiration of the 30-day period mentioned in 3 paragraph 2, the customer is in default. The customer then has to pay interest on the monetary debt at a rate of 8 percentage points above the base interest rate. We reserve the right to prove and claim higher default damages.
4. In case of payment default and justified doubts about the customer’s solvency or creditworthiness, we are – without prejudice to our other rights – entitled to demand securities or advance payments for outstanding deliveries, to send the goods cash on delivery, even if other payment terms have been agreed, and to make all rights from the business relationship immediately due. Only undisputed or legally established claims entitle the customer to offset or retention. The customer can only exercise a right of retention if their counterclaim is based on the same contractual relationship.

1. The place of performance is our business location.
2. If the goods are to be shipped to a location other than the place of performance at the customer’s request, they will be charged separately for packaging and transport costs. The risk of accidental loss and accidental deterioration of the goods passes to the customer upon handover, in the case of sale by delivery to a place other than the place of performance upon delivery of the item to the forwarding agent, the carrier, or any other person or institution designated to carry out the shipment, even if it is our own personnel. It is equivalent to handover if the customer is in default of acceptance.

1. If we are to manufacture systems, productions, or other works or constructions based on the customer’s plan specifications, the customer must provide error-free, proper, and comprehensive plan specifications in a timely manner. If it turns out that – from our point of view – changes are necessary, we reserve the right to withdraw from an already concluded contract in this case.
2. If we are to further process parts, constructions, or materials, the customer has the obligation to check for defect-free and flawless condition before the start of our activity. This applies especially to partial work on a complete object to prevent damage or defectiveness of the final product.
3. If the customer’s cooperation is required as part of such a contract, they must strictly follow our instructions and inform and
4. If damage occurs due to the violation of an obligation according to paragraph 1 and/or paragraph 2, the customer assumes full liability towards the injured party. If we are claimed for damages by a third party due to such damage, the customer must indemnify us from liability to the full extent.
5. All permits required for the execution of the contract must be obtained by the customer themselves.

1. For defects in the goods, we initially provide warranty at our discretion through repair or replacement. If the supplementary performance fails, the customer can generally choose between a reduction of the remuneration (reduction) or cancellation of the contract (withdrawal). However, in the case of only a minor breach of contract, especially in the case of only minor defects or deviations, the customer has no right of withdrawal.
2. The customer must notify us of obvious defects in writing within a period of two weeks from receipt of the goods, otherwise the assertion of the warranty claim is excluded. The customer bears the full burden of proof for all claim requirements, in particular for the defect itself, for the time of detection of the defect, and for the timeliness of the notice of defect.
3. If the customer chooses to withdraw from the contract due to a legal or material defect after failed supplementary performance, they are not entitled to any additional claim for damages due to the defect. If the customer chooses compensation after failed supplementary performance, the goods remain with the customer if this is reasonable for them. The compensation is limited to the difference between the purchase price and the value of the defective item, unless the breach of contract was caused fraudulently.
4. The warranty period is 24 months from delivery of the goods. As the condition of the goods, only the information provided by us and, if applicable, the product description of the manufacturer are generally considered as agreed. Public statements, promotions, or advertising by the manufacturer do not constitute a contractual specification of the condition of the goods. The customer does not receive any guarantees in the legal sense from us.
5. To the extent permitted by law, our obligation to pay damages, regardless of the legal grounds, is limited to the invoice value of our products directly involved in the damaging event. Claims for damages are excluded in case of minor negligent breaches of non-essential contractual obligations.
6. Minor, reasonable deviations in dimensions and designs – especially for reorders – do not justify complaints, unless absolute compliance has been expressly agreed upon. Technical improvements and necessary technical changes are also considered contractually compliant, as long as they do not represent a deterioration in usability.
7. If operating or maintenance instructions are not followed, changes are made to the products, parts are replaced, or consumables are used that do not meet the original specifications, any warranty becomes void if the customer fails to refute a substantiated claim that one of these circumstances caused the defect.
8. Liability for normal wear and tear is excluded. Wear parts are also excluded from the warranty.

1. We retain ownership of the goods until full settlement of all claims (including ancillary claims and claims for damages) from the ongoing business relationship with the customer. Payment by check does not end the retention of title until its irrevocable credit.
2. The customer is obliged to notify us immediately of any access to the goods, such as in the case of seizure, as well as any damage to or destruction of the goods. The customer must immediately notify us of any change in possession of the goods as well as any change in their own residential address. In the event of seizures, confiscations, or other dispositions by third parties, the customer must notify us immediately. We must be informed in writing immediately with all details we need for an objection lawsuit according to § 771 ZPO. The customer is liable for any loss we incur because a third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit under § 771 ZPO. The customer may neither pledge the delivered item nor assign it as security without our prior consent.
3. We are entitled to withdraw from the contract and demand the return of the goods in case of behavior contrary to the contract by the customer, especially in case of default of payment or violation of an obligation under 7.2 and/or paragraph 4.
4. The customer is entitled to resell the goods in the ordinary course of business. However, they hereby assign to us all claims in the amount of the invoice total (including VAT) that accrue to them from the resale against their customers or third parties, regardless of whether the goods have been resold without or after processing. This advance assignment also relates to any surrogates of the purchase price claim from the resale (such as claims for compensation of simple retention of title, substitute segregation rights, substitute exclusion rights, etc.).
   The customer is hereby authorized to collect this claim against the customer or against third parties. Our authority to collect the claim ourselves remains unaffected; however, we undertake not to collect the claim as long as the customer properly fulfills their payment obligations and is not in default of payment. If this is the case, however, we can 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 customers or third parties of the assignment. Furthermore, in this case, the customer’s collection authorization expires.
5. The processing or transformation of the goods by the customer is always carried out for us. If the goods are processed or transformed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods delivered by us to the other processed items at the time of processing or transformation. In all other respects, the same applies to the item created by processing or transformation as to the goods subject to retention of title (concerning the legal consequences of simple, extended, and prolonged retention of title). The same applies to cases of combination with movable property pursuant to § 947 BGB and mixing pursuant to § 948 BGB. These processing clauses settle the statutory legal consequences of §§ 947 para. 2 BGB, 948 in conjunction with 947 para. 2 BGB and § 950 para. 1 sentence 1 BGB.
6. The customer must sufficiently insure the goods subject to retention of title, especially against fire and theft.

1. These terms and conditions and all legal relationships between us and the customer are exclusively governed by the law of the Federal Republic of Germany, regardless of the customer’s registered office. This contract is subject to non-unified German law, namely the BGB/HGB. The provisions of the CISG (UN Sales Convention) do not apply.
2. The place of jurisdiction is [location]. However, we are entitled to sue the customer at their place of residence or business.
3. Changes or additions to a concluded contract require written form/alternatively: text form (in writing, by fax, by email). This also applies to the written form agreement itself. Verbal side agreements are ineffective.
4. Should individual provisions of these Terms of Sale and Delivery be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, a provision that comes as close as possible to it in a legally permissible manner shall apply. In case of doubt or dispute, the statutory regulation shall apply, insofar as a supplementary interpretation in the aforementioned sense for the purpose of filling gaps is not possible or not required.

The same applies in the event of a regulatory gap.

Essen, 01.01.2021