General Terms & Conditions

1 Applicability and Contract Formation

 1.1 These General Terms and Conditions (GTC) apply to all offers, quotations, deliveries and services of the Seller. They apply exclusively to entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law. They do not apply to consumers.

 1.2 Terms of the Purchaser that conflict with, supplement or deviate from these GTC apply only if the Seller expressly accepts them in text form. Acceptance of goods, performance of services or silence does not constitute acceptance of the Purchaser's terms.

 1.3 Offers and quotations are non-binding unless expressly designated as binding. An order becomes binding when the Seller confirms it in text form or begins performance. Text form includes email.

 1.4 Individual agreements made with the Purchaser in a particular case take precedence over these GTC. The order confirmation determines the scope of performance. Technical documents, drawings and specifications form part of the contract only if expressly incorporated.

2 Prices and Taxes

 2.1 Unless otherwise agreed, prices are quoted EXW Seller's premises Incoterms 2020 and exclude packaging, freight, insurance, customs duties, taxes and other charges.  

 2.2 VAT, where legally applicable, will be added at the statutory rate in force on the invoice date.

 2.3 If the parties agree a currency other than euros, payment must be made in that currency unless the Seller agrees otherwise in text form.

3 Payment

 3.1 Unless the quotation or order confirmation states otherwise, invoices are due without deduction immediately after receipt of the referring Proforma Invoice or in case of payment via Paypal or Credit Card, when placing the order. Payment is made when the full amount is irrevocably credited to the Seller's account.

 3.2 In the event of default, the Seller may charge statutory default interest and claim further loss as permitted by law. A reminder fee may be charged only for reasonable costs actually incurred; the Purchaser may prove that no loss or a lower loss was incurred.

 3.3 Checks and other non-cash payment instruments are accepted only by prior agreement and on account of performance. Related costs are borne by the Purchaser.

 3.4 The Purchaser may set off only claims that are undisputed, acknowledged by the Seller or finally adjudicated. This restriction does not apply to claims arising from the same contractual relationship. The Purchaser may exercise rights of retention only on the basis of claims arising from the same contractual relationship.

 3.5 If, after conclusion of the contract, circumstances become known that reasonably justify doubts about the Purchaser's ability to pay and jeopardise the Seller's payment claim, the Seller may demand reasonable security or advance payment. If the Purchaser does not provide it within a reasonable period, the Seller may suspend performance and, after a further reasonable deadline has expired, withdraw from the affected contract. Mandatory statutory rights remain unaffected.

4 Delivery and Cooperation

 4.1 Delivery dates and periods are binding only if the Seller expressly confirms them as binding. Non-binding dates are estimates.

 4.2 Delivery periods begin only after the Purchaser has provided all information, documents, approvals and other cooperation reasonably required for performance and any agreed advance payment has been received. Delays caused by late cooperation extend the delivery period appropriately.

 4.3 If the Seller is responsible for delay, the Purchaser's statutory rights apply subject to Section 9. A general exclusion of compensation for delay does not apply.

 4.4 Partial deliveries and partial performance are permitted only if they are reasonable for the Purchaser, can be used independently for the contractual purpose and do not impose material additional expense on the Purchaser.

5 Force Majeure

5.1 Neither party is liable for a failure or delay in performance to the extent caused by an event beyond its reasonable control that could not reasonably have been foreseen or avoided. Such events may include natural disasters, war, terrorism, epidemics, pandemics, governmental measures, embargoes, lawful strikes or lockouts not limited to the affected party's own operations, and widespread failures of energy or telecommunications networks.

 5.2 The affected party must notify the other party without undue delay, describe the expected impact and take reasonable measures to limit it. The affected obligations are suspended only for the duration and to the extent of the event.

 5.3 If the event materially prevents performance for more than 90 days, either party may terminate the affected part of the contract in text form. Consideration already received for unperformed obligations must be refunded. Statutory termination rights remain unaffected.

6 Delivery Risk and Acceptance

 6.1 Unless otherwise agreed, delivery and transfer of risk are governed by EXW Seller's premises Incoterms 2020. If the Seller arranges shipment at the Purchaser's request, it does so at the Purchaser's cost and risk without changing the agreed place of delivery.

 6.2 If the contract includes work or services requiring acceptance, the Purchaser must inspect the performance promptly and declare acceptance when it conforms to the contract, subject to statutory rules. Minor defects do not entitle the Purchaser to refuse acceptance.

7 Inspection and Notice of Defects

 7.1 If the transaction is a commercial transaction for both parties, Section 377 HGB applies. The Purchaser must inspect the goods promptly after delivery, insofar as this is feasible in the ordinary course of business, and notify the Seller promptly of any apparent defect. Hidden defects must be notified promptly after discovery.

 7.2 A notice of defect should identify the goods, delivery and alleged defect in sufficient detail to permit investigation. Failure to give notice has only the consequences provided by applicable law.

8 Defect Rights and 36 Month Period

 8.1 The Seller warrants that, at the time risk passes, the goods have the agreed quality and are suitable for the contractually agreed use.

 8.2 The limitation period for claims for defects is thirty-six (36) months from delivery or, where acceptance is required, from acceptance. This 36-month period is a contractual extension in favour of the Purchaser.

 8.3 The 36-month limitation in Section 8.2 does not apply where mandatory law provides a longer period or where a claim is based on intent, gross negligence, injury to life, body or health, fraudulent concealment, an expressly assumed guarantee, supplier recourse or the German Product Liability Act. In those cases, the statutory period applies.

 8.4 In the event of a defect, the Seller may, at its option, repair the defect or deliver a replacement within a reasonable period. The Seller bears the expenses required for subsequent performance to the extent required by law. Multiple attempts at subsequent performance are permitted only insofar as reasonable in the circumstances.

 8.5 If subsequent performance fails, is refused, is unreasonable for the Purchaser or is not completed within a reasonable period set by the Purchaser, the Purchaser may exercise its statutory remedies, subject to Section 9.

 8.6 Defect claims do not apply to the extent that the defect was caused by normal wear and tear, improper storage or use, failure to follow operating or maintenance instructions, unauthorised modification, or unsuitable third-party parts or materials. The Seller bears no liability only to the extent the relevant circumstance caused the defect; no general forfeiture of all defect rights occurs.

 8.7 Any separate guarantee requires an express declaration by the Seller. A guarantee does not restrict statutory or contractual defect rights unless the guarantee declaration expressly and lawfully provides otherwise.

9 Liability

 9.1 The Seller is liable without limitation for intent and gross negligence; injury to life, body or health; claims under the German Product Liability Act; fraudulent concealment of a defect; and to the extent the Seller has expressly assumed a guarantee.

 9.2 In the event of simple negligence, the Seller is liable only for breach of a material contractual obligation, meaning an obligation whose performance is essential to proper performance of the contract and on which the Purchaser may regularly rely. In that case, liability is limited to the foreseeable damage typical for the contract.

 9.3 Subject to Sections 9.1 and 9.2, liability for damages is excluded to the extent permitted by law. Any fixed limitation to the replacement cost or contract value does not apply where it would conflict with Section 9.1 or mandatory law.

9.4 These limitations also apply to the Seller's legal representatives, employees and vicarious agents. They do not change the allocation of the burden of proof under applicable law.

10 Product and Software Changes

 10.1 The Seller may make technical changes and improvements to hardware or software without prior notice only if they do not materially impair the agreed functionality, performance, interoperability or usability and are reasonable for the Purchaser.

 10.2 The Seller is not required to apply later changes to goods already delivered unless this is required by the contract, an express maintenance or update obligation, or mandatory law.

11 Intellectual Property and Software Use

 11.1 Drawings, diagrams, concepts, quotations and other technical documents remain the Seller's property and may be protected by intellectual property rights. Unless required for evaluating or performing the contract, they may not be copied, disclosed to third parties or used without the Seller's consent.

 11.2 If no contract is concluded, the Purchaser must, on request, return or delete confidential documents and copies, except for copies retained under mandatory law or routine backup systems. Any retained copy remains subject to confidentiality obligations.

 11.3 Software may be used only within the licence scope agreed in the contract, order confirmation or applicable licence terms. The Purchaser may make backup copies to the extent permitted by law or required for authorised use.

 11.4 Reverse engineering, disassembly and decompilation are prohibited except to the extent expressly permitted by mandatory law, including Sections 69d and 69e UrhG.

 11.5 In the event of infringement, the Seller may pursue the remedies available under applicable law. No minimum damages of five times the contract value and no punitive damages apply.

12 Permits Export Control and Compliance

 12.1 The Purchaser is responsible for permits, licences and approvals required specifically for its intended operation or use of the goods at the place of use, unless otherwise agreed. The Seller remains responsible for approvals allocated to it by mandatory law or expressly assumed by it.

 12.2 Each party must comply with applicable export-control, customs and sanctions laws. The Purchaser must not export, re-export or use goods or software in violation of such laws. Performance may be suspended only to the extent required by applicable law; the affected party must inform the other party where legally permitted.

13 Retention of Title

 13.1 The Seller retains title to delivered goods until all claims arising from the relevant contract have been paid in full. If the Purchaser is a merchant, the retention extends to all claims arising from the ongoing business relationship until the recognised balance has been paid.

 13.2 The Purchaser must treat retained goods with due care and insure them appropriately at its own expense. It must notify the Seller promptly of seizure, damage, loss or third-party interference.

 13.3 The Purchaser may resell retained goods in the ordinary course of business. It hereby assigns to the Seller, as security, the claims arising from resale up to the invoice value of the retained goods, including VAT. The Seller accepts the assignment. The Purchaser remains authorised to collect the assigned claims unless the Seller revokes that authority for good cause, in particular payment default.

 13.4 Processing or transformation of retained goods is carried out for the Seller without imposing obligations on the Seller. If the goods are combined or mixed with items not owned by the Seller, the Seller acquires co-ownership in proportion to the invoice value of the retained goods to the value of the other items at the time of combination or mixing.

 13.5 At the Purchaser's request, the Seller will release security interests to the extent their realisable value exceeds the secured claims by more than 10 percent. The Seller may choose the security to be released.

14 Confidentiality

 14.1 Each party must keep confidential all technical, commercial and other information identified as confidential or recognisable as confidential from the circumstances and may use it only for the contract. This obligation does not apply to information that is public without breach, was lawfully known, is lawfully obtained from a third party, or is independently developed.

 14.2 Disclosure required by law or an authority is permitted to the necessary extent. Where legally permitted, the disclosing party must notify the other party in advance.

15 Governing Law and Jurisdiction

 15.1 All contractual relationships are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods CISG.

 15.2 If the Purchaser is a merchant, a legal entity under public law or a special fund under public law, Siegburg, Germany, is the exclusive place of jurisdiction for disputes arising from or in connection with the contractual relationship. The Seller may also bring proceedings at the Purchaser's general place of jurisdiction.

16 Final Provisions

 16.1 A endments and notices under these GTC may be made in text form unless mandatory law requires a stricter form. Individual agreements remain unaffected.

 16.2 If a provision is or becomes invalid or unenforceable, the remaining provisions remain effective. The invalid provision is replaced by the applicable statutory rule. Section 139 BGB is excluded to the extent legally permissible.

 16.3 The German legal concepts referred to in parentheses or by statutory citation govern interpretation. Headings are for convenience only. 

Disclaimer

Our GTC apply exclusively to business customers (entrepreneurs), legal entities under public law and special funds under public law and do not apply to consumers.