GTC General Terms & Conditions

§ 1 General – Scope

Our Terms of Sale are exclusively applicable. Any terms of the Client that are at odds with

or contradict our Terms of Sale shall not be recognised, unless we have provided express written

consent to their validity. Our Terms of Sale shall also apply to all future business conducted with our clients.

 

§ 2 Offer – Offer documents

(1) The order contract signed by the Client is a binding offer.

(2) We are entitled to accept this offer within 2 weeks in the form of the dispatch of an order confirmation

or the dispatch of the ordered goods.

(3) Our offers are always made subject to confirmation, and should therefore, unless otherwise agreed,

be understood solely as a solicitation to submit an offer.

(4) We shall retain the property right and copyrights for depictions, illustrations, calculations and other

documentation. This shall apply in particular to written documents classified as “confidential”.

The Client must obtain our explicit consent in writing prior to passing any such documentation on to

third parties.

(5) Information about our products (technical data, dimensions, etc.) in prospects, catalogues,

on our website and similar information media are only approximate; they are not a quality

guarantee unless a guarantee has been expressly made in writing.

 

§ 3 Prices – Payment conditions

(1) Unless otherwise agreed, our prices shall apply “ex works” (EXW Incoterms 2010), excluding packaging. 

This shall be invoiced separately.

(2) Both parties are entitled to alter the prices accordingly if, after closure of the contract but

prior to execution, cost reductions or increases occur, in particular as a result of pay settlements

or material price changes. These changes must be verified on demand. The price changes shall

become effective as soon as they have been communicated to the contractual partner in writing.

If the Client is a consumer (i.e. a natural person that purchases for a purpose that cannot be

attributed to either a commercial or their self-employed activities as per § 13 German Civil Code (BGB)),

the special clause in the following shall apply.

(3) If the Client is a consumer (see previous paragraph for definition), the aforementioned price change

clause shall only apply if the delivery takes place later than 4 months after closure of the contract.

If a price increase amounts to more than 5% of the agreed price, the customer may withdraw from the

contract in a period of two weeks since notice of price increase.

(4) The statutory value-added tax is not included in our prices stated; it will be charged separately on the invoice.

(5) Early payment discounts require a special written agreement.

(6) Unless the agreement states otherwise, the net purchase price (without deduction) shall be payable

in advance. If the Client defaults on payment, the statutory regulations shall apply.

If the Client is a consumer (defined as per § 3 Para. 2) the default interest shall amount to 5

percent points above the basic rate of interest, in other cases to 9 percentage points above the base rate.

We reserve the right to present evidence of any greater damage caused by the default.

(7) The customer is only entitled to hold back payments or to settle them with counterclaims if his

counterclaims are uncontested or have been established as final and absolute. This does not apply to

counterclaims on the part of the customer , which are associated directly with remedying defects or

reverse transactions due to a defect that has not been remedied by us r during subsequent fulfilment

or which is to be remedied, and which are based on the same contractual relationship as our claim to payment.

 

§ 4 Delivery time

(1) Delivery dates or delivery deadlines are, generally speaking, non-binding, unless something else

has been agreed in writing in the order confirmation. The beginning of delivery time stated by us

always presupposes the clarification of all technical issues. If we cannot deliver on time we will

inform the Client without delay.

(2) The adherence to our delivery obligation also presupposes the punctual and orderly fulfilment

of the obligations of the Client. The right to object to an unfulfilled contract remains reserved.

(3) If the Client does not accept the goods, in breach of contract, or if they violate other obligations

to cooperate, we are entitled to demand compensation for the damages incurred including any additional

expenses, unless the Client is not responsible for the breach of contract. Further entitlements remain

reserved.

(4) If the Client defaults on acceptance, the risk of accidental loss or an accidental deterioration

of the delivery item shall be transferred to them.

(5) If we get behind with the delivery and if the Client has set us a reasonable extension, they may

withdraw from the contract. Insofar as legislation grants the Client the right for special constellations

to withdraw from the contract even without the setting of a reasonable extension, these rights shall

be unaffected. Compensation claims shall only be applicable under the prerequisites of § 7.

(6) Unforeseen events that we are not responsible for (e.g. energy shortages, delays at suppliers,

import difficulties, malfunctions and traffic disruptions, strikes, lock-out, force majeure) shall extend

the delivery time accordingly. If we still cannot deliver after this extension, both contractual parties

are entitled to withdraw from the contract. In the case of the exercising of the right to withdraw, the

services rendered from both sides must be reimbursed. Compensation claims shall only be applicable

under the prerequisites of § 7.

 

§ 5 Transfer of risk – Transport insurance – Return of packages

(1) Unless otherwise stipulated, delivery shall be agreed “ex works” (EXW Incoterms 2010).

(2) SIf so desired by the Client, we shall cover the delivery with transport insurance; all costs incurred

shall be carried by the Client.

(3) If the Client is not a consumer as pursuant to § 3 (2), the following stipulations shall apply for

the redemption of packages:

The Client is entitled to give back transport packages (packages that lighten the transport of goods,

that prevent goods on the transport from damage or that are used for reasons of safety of the transport

and are carried by us) free of charge. The place of return is to our business premises. Insofar as we are

obliged as pursuant to § 7 German Package Ordinance, sales packages (packages that become offers as a

sales unit, and then accrue at the end consumer including such packages which enable or support the

handover of goods to the end consumer [service packages]), that are not incurred by the private end

consumer as per the German Package Ordinance, are to be revoked free of charge. The place of return

is our business premises. The return of packages in accordance with the paragraphs above can only be

made during our operating hours. Larger quantities must be announced in advance. The revoked

packages must be clean and free of foreign matter. If this is not the case, we shall be entitled to claim

compensation for the costs incurred for disposal.

 

§ 6 Liability for defects

(1) If the Client is a consumer as per § 3 (2), the liability for defects shall be based on statutory

legislation. The following stipulations in § 6 shall not apply in this case. In addition and independent

of whether the Client is a consumer or not, the regulations about the commodities purchase shall not

be restricted by the stipulations of paragraphs (3) and (5).

(2) If the Client is a business owner, they must inspect the goods immediately after receipt. Recognisable

defects must be notified to us in writing without delay after receipt of the goods. Hidden defects must be

notified to us in writing immediately after discovery of the defect. If the Client breaches these obligations,

the goods shall be deemed accepted.

(3) If there is a defect of the purchased item, the Client shall be entitled, in accordance with our choice

of rectification, to a repair of the defect or delivery of a new defect-free item. In the case of a repair of the

defect we are obliged to carry all the expenses required for the repair of the defect as part of our statutory

obligations, provided these expenses do not increase as a result of the purchased item not being in the same

place as the place of performance. If rectification once again fails, the Client is entitled to choose whether to

withdraw from the contract or have the sale price reduced accordingly.

(4) In terms of compensation, we shall only be liable in accordance with § 7.

(5) The warranty periods are 12 months, calculated from the time of the passing of the risk. This does not

apply to claims for damages.

 

§ 7 Liability for compensation

(1) Compensation claims of all kinds against us and our legal representatives and our vicarious agents

are excluded, unless it is a case of premeditation or gross negligence or the breach of a fundamental

contractual obligation. A fundamental contractual obligation in this sense is every obligation whose

fulfilment is crucial for the orderly implementation of the contract to be possible, and the adherence

to which is something that the Client can regularly rely on.

(2) To the extent that we are liable in accordance with the aforementioned provisions, our liability shall

be limited to the foreseeable damage typically incurred with this type of contract unless it is due to an

intentional act.

(3) The aforementioned limitations and exclusions of liability do not apply to liability pursuant to the Product

Liability Act or other national laws implementing the Product Liability Directive or injuries to life, body or health.

(4) Claims to the compensation of expenses in place of the service are not permitted, provided that liability

is excluded as a possibility in accordance with the above-stated regulations.

 

§ 8 Retention of ownership

(1) We shall retain ownership of the delivered products up until payment in full of all receivables arising

from the business association with the Client.

(2) The processing of the goods subject to retention by the Client shall always be on our account, without

any obligations arising from this for us. The ownership of the new items in their respective state of processing

shall be designated to us. If our goods subject to retention are processed, mixed, combined or connected with

products that do not belong to us, we are entitled to joint ownership of the new item, namely in relation to

the invoice price of the goods subject to retention to the invoice price of the other products. The Client

already transfers their joint ownership rights arising from the cases outlined in the previous paragraph in

advance – up to the amount of the invoice price of the good subject to retention.

(3) The Client may sell the goods subject to retention in our sole or joint ownership in normal business;

they shall not be permitted to a pledge, chattel mortgaging or assignment of security. The Client shall

already and in advance assign all manner of claims that are conceded to them from the selling on of the

goods subject to retention or products produced as a result of the processing, mixing, combining or connecting.

This shall also apply if the products have been sold together with other products not belonging to us for

an overall price. If a third party, due to legal stipulations, has obtained ownership or joint ownership of

the product as a result of processing, mixing, combining or connecting, the Client shall also now and in

advance assign claims arising against the third party. Assignments as per this paragraph shall always be

only up to the amount of the invoice price of the subject to retention.

The Client is entitled to the seizure of the assigned claims up until the revocation permissible at any time.

The Client is obliged to keep the goods subject to retention insured against standard risks. They assign now

and in advance their compensation claims due to the loss or damage of the goods subject to retention vis-à-vis

their insurer. We already accept the assignments of the Client outlined in this clause.

(4) We commit ourselves to release the securities, conceded in the previous provisions, of our choice on

demand by the Client to the extent that their value does not exceed the receivables to be collateralised

by more than 10 %.

(5) If the cooperation of the Client is required for the effectiveness of the title retention, for example in

the case of registrations required by law in the country of the buyer, the Client must carry out actions of

this kind in response to our request.

(6) If the Client has defaulted on a payment, we can prohibit them the provision over goods subject to

retention entirely or partially at our discretion, e.g. only the selling or further processing, etc. If the Client

possesses the objective prerequisites for the duty to submit an application for insolvency, the Client must

refrain from any provision over the goods subject to retention, regardless of the type, without any request

or demand having to be made.

The Client is obliged to notify us without delay of the stock of goods subject to retention. In this case we

are also entitled to withdraw from the contract and to demand the surrender of the goods subject to retention.

If the goods subject to retention have been processed, mixed, combined or connected with other products,

all joint owners of the goods subject to retention must be named with their company or name, address and

all shares. The same is true correspondingly for receivables that are assigned to us as per the previous clauses;

in addition the Client is obliged to send a copy of the names and addresses of all debtors and the documents

detailing the claims against them without being requested to do so.

 

§ 9 Place of jurisdiction – Place of performance

(1) If the customer is a businessman, a legal entity under public law or a special fund under public law or

does not have a general place of jurisdiction in Germany, the competent court in the city where our place of

business is located shall have exclusive jurisdiction. However, the claiming party may also bring suit against

the other party  at the other party’s place of business or, alternatively, before the court of arbitration of the

Chamber of Commerce in Hamburg. In the latter case, the place of arbitration will be Hamburg and the language

used in the proceedings will be German.

(2) This Agreement shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the

United Nations Convention on Contracts for the International Sale of Goods.

(3) Unless otherwise agreed, our place of business shall be the place of performance. If the customer is a

consumer as defined in Section 3 (2), the statutory provisions shall apply exclusively.

 

Dated: August 2015

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