General Terms and Conditions of Business

1. Conclusion of contract
1.1. Our terms and conditions of delivery and payment, to which our customer declares their agreement when they place an order, shall apply exclusively, also for future transactions, even if no explicit reference is made to them, although the customer has received them with an order that we have confirmed. In the event that the order is placed contrary to our terms and conditions of delivery and payment, only our terms and conditions of delivery and payment shall be applicable, even if we do not object to such deviations. Deviations shall therefore only be applicable if they have been explicitly acknowledged by us in writing.
1.2. The purchaser acknowledges these terms and conditions if they are not explicitly contradicted.
1.3. Every offer made by the seller is subject to change. To the extent that contracts are concluded in writing, verbal collateral agreements and assurances shall only take on binding force upon our written confirmation.
1.4. The contractual relationship is subject exclusively to German law, especially the German Civil Code and the German Commercial Code.

2. Price and payment
2.1. The prices of the seller shall be understood net without VAT.
2.2. The invoice amount for target sales is payable 30 days after the invoice date. The date on which the amount is debited from the purchaser’s account shall be deemed the date of payment. The purchaser is responsible for the costs of payment transactions. A 2% discount is awarded for payment within 10 days. A discount is granted subject to the condition that no other liabilities due to the seller are still to be fulfilled by the purchaser at the time of payment. Should the purchaser be in arrears with any payment obligations to us, then all existing claims shall be immediately due and payable.
2.3. The purchaser shall only be entitled to offset if their counterclaims are uncontested or have been established as final and absolute.
2.4. The costs of legitimate invoices and legal action, including all measures required for this purpose, such as obtaining information, involving debt collection agencies and the like, may be charged by the seller to the purchaser.
2.5. In the event that deadlines for payment are exceeded, the interest applicable to late payments as stipulated by law or interest in the amount of 4% above the respective discount rate of the German Federal Bank shall be charged. We reserve the right to claim any further damages.
2.6. Should bankruptcy or insolvency proceedings be filed, or should any payment difficulties materialise, or should a substantial deterioration in the purchaser’s financial circumstances become known, or should the owner of the purchaser’s company change, then the seller shall be entitled to immediately suspend deliveries and refuse to fulfil ongoing contracts.
2.7. We have the right to assign the claims deriving from our business relationships.

3. Delivery and dispatch
3.1. The agreed delivery periods and schedules shall always be understood to be approximate unless a fixed date has been agreed explicitly. The obligation to deliver is subject to timely, full and correct delivery by our own suppliers and on condition that our business and sales operations are uninterrupted.
3.2. When sending parcels, all shipments from our warehouse exceeding 100 euros are carriage paid, we charge 6.90 euros up to an order value of 100 euros. In case a forwarding agent is utilised: Up to a radius of approx. 50 km: all shipments from our warehouse over 500 euros are carriage paid, we charge a flat rate of 17 euros for orders under 500 euros. For distances over 50 km: the freight costs are calculated on an individual basis.
3.3. If collection by the purchaser has not been agreed, then the seller is under obligation to choose the most expedient, but not the most cost-effective, means and route of dispatch.
3.4. The goods shall be delivered unpacked. Where this is customary in the trade, packaged delivery shall also be made. The purchaser must return the packaging to the seller in a reusable condition within the prescribed period at their own expense and risk or, where applicable, free to our vehicle against a certificate of receipt if the packaging is labelled as returnable packaging in the delivery documents and on the invoice. In the event that the purchaser exceeds the return deadline, the seller has the right to charge reasonable reminder costs and to assert claims for damages. The same shall be applicable if the goods are returned in a non-reusable condition.
3.5. The seller is authorised to perform partial deliveries to a reasonable extent.
3.6. In the event that the customer refuses to accept the goods without any justification, they shall bear all costs incurred in this connection.

4. Retention of title
4.1. All goods delivered shall remain the property of the seller (goods subject to retention of title) until all claims, including any future and conditional claims, which the seller is entitled to against the purchaser from the business relationship have been fulfilled.
4.2. The retention of title shall not exempt the purchaser from their liability for the loss or deterioration of the goods once they have been dispatched or the risk has passed to the purchaser on receipt of notification of readiness for dispatch.
4.3. Provided that the purchaser properly meets their obligations to the seller, they shall be entitled to resell and reprocess the goods subject to retention of title in the normal course of business.
4.4. The goods subject to retention of title are not permitted to be transferred by way of security.
4.5. If the goods subject to retention of title are processed, combined or mixed with other goods by the purchaser, then the seller shall be entitled to co-ownership of the new commodity.
4.6. Any claims on the part of the purchaser arising from the resale of goods subject to retention of title are hereby assigned to the seller in advance. Such claims shall serve as security in the same scope as the goods subject to retention of title.
4.7. It is the purchaser’s duty to inform the seller without delay of any seizure or other encroachment by third parties.
4.8. If the purchaser fails to fulfil their payment obligations even after setting a grace period, then the seller is authorised to immediately demand the return of the goods subject to retention of title without a declaration of withdrawal. The repossession of the goods subject to retention of title shall only be deemed a withdrawal from the contract if the seller explicitly declares this in writing.

5. Warranty
5.1. The purchaser is obliged to immediately inspect the goods as thoroughly as can be reasonably expected under the given circumstances. Any defects found in the process have to be reported in writing within 7 days of delivery at the latest. Any defects that cannot be ascertained within this period in spite of the most diligent inspection must be reported in writing without delay after discovery, but no later than the expiry of the warranty period.
5.2. Should the notice of defect be justified and reported in due time, then the seller shall provide a replacement or remedy the defect. It is only possible for the purchaser to demand cancellation of the contract or a reduction in price if the replacement delivery or repair fails.
5.3. The purchaser is obliged to provide the seller with the opportunity to verify the defect without delay. They must especially make the rejected goods or samples available when requested. Failure to comply with the provisions above shall invalidate all warranty claims.

6. Liability and compensation for damages
6.1. In the absence of any provision to the contrary in these terms and conditions, the seller is only liable for damages in cases of intent or gross negligence.
6.2. Liability shall not cover consequential damage (except in the case of intent) or damage that could not have been foreseen in the specific case.
6.3. The seller shall not be liable for vicarious agents (except in cases of intent).

7. Statute of limitations and place of jurisdiction
7.1. All claims asserted against the seller are subject to a limitation period of 6 months after delivery, except where longer statutes of limitation apply.
7.2. The place of jurisdiction shall be the headquarters of the company.

8. Partial invalidity
If any of the clauses set out above are or become invalid, such provisions shall replace them that most closely fulfil the economic purpose of the contract whilst adequately safeguarding the interests of both parties.