General terms and conditions

Deliveries

• Delivery dates are only binding if we expressly confirm them in writing. Delivery date confirmations are subject to the timely arrival of goods.
• The non-availability of goods due to unforeseeable events such as force majeure, delivery or transport delays or labor dispute shall release us from the obligation to deliver on time for their duration, unless we are responsible for them. Delivery periods shall be extended by the duration of the disruption. We will inform you immediately of the delay in delivery and its expected duration. If the disruption lasts longer than one month, either party may withdraw from the contract. In this case, we will reimburse any consideration without delay. The customer shall have no further claims for damages in this respect.
• A case of non-availability of the goods in this sense shall also include, in particular, the failure of our supplier to deliver to us on time, provided that we have concluded a congruent hedging transaction and are not responsible for the failure to deliver or neither we nor our supplier are at fault for the failure to deliver or we are not obliged to procure in the individual case.
• If we are in default, the customer shall only be entitled to withdraw from the contract after a reasonable grace period has been set and expired.
• All deliveries are ex works or ex warehouse, which is also the place of performance. The risk of accidental loss and accidental deterioration of the goods shall pass to the customer at the latest when the goods are handed over to the customer. If the goods are shipped to the customer or to a place other than the place of performance at the customer's request, the risk of accidental loss and accidental deterioration of the goods - even if carriage paid delivery has been agreed - shall pass to the customer at the time when we have handed over the ordered products to a forwarding agent or carrier or have loaded them for the purpose of transportation at our own risk.
• We are entitled to make partial deliveries.
• The customer shall bear the costs of shipment or other delivery. We shall make a corresponding agreement with the customer on this.
  

Prices and terms of payment

• The prices valid on the day of the order shall always apply. The valid price list that was agreed on with the customer shall apply; upon publication of a new price list, all other price lists shall immediately lose their validity. All prices are ex warehouse, plus statutory VAT and shipping costs.
• In principle, delivery shall only be made against advance payment or, subject to a prior credit check, also on account with a direct debit order. Deviating terms of payment require our written confirmation. We may invoice partial deliveries separately.
• If the customer is in default of payment, we shall be entitled to charge interest on arrears. The assertion of further damages remains unaffected.
• The due date for payment of the purchase price shall be determined by the agreement made with the customer. All our claims shall become due for payment immediately if the terms of payment are not complied with without justifiable cause or if a significant deterioration in the customer's financial circumstances becomes known after conclusion of the contract.
• According to § 14 para. 1 sentence 7 UStG, the consent of the invoice recipient is required for the electronic transmission of the invoice. We therefore ask you to provide the e-mail address to which the invoices are to be sent. If you do not wish this, we will send you the invoices once a month by mail.
• Offsetting and retention by the customer are excluded unless the counterclaims are undisputed or have been legally established.
  

Retention of title

• We reserve title to all delivered products until all existing and future claims against the customer - including balance claims - arising from the purchase contract and an ongoing business relationship with the customer (secured claims) have been satisfied in full. Prior to this, the customer may only resell and/or process the products in the ordinary course of business, whereby the customer hereby assigns to us the resulting claims in the amount of our secured claims. We hereby accept this assignment.
• The customer is authorized to collect the claims assigned to us in trust for us. Our authorization to collect the claims ourselves shall remain unaffected by this. However, we undertake not to collect the claims as long as the customer meets his payment obligations to us, is not in default of payment, no application for the opening of composition or insolvency proceedings has been filed, there is no other deficiency in the customer's ability to pay and we do not assert the retention of title in accordance with clause 4.4. We may, however, revoke the authorization and the right to resell the products if the customer does not or does not properly fulfil his obligations towards us.
• The customer shall provide us at any time with all requested information about the products and about claims assigned to us. The customer is obliged to treat the purchased item with care; in particular, he is obliged to insure it sufficiently at his own expense against fire, water damage and theft at replacement value.
• If the customer defaults on his obligations to us or otherwise acts in breach of contract, we shall be entitled, without prejudice to our other rights, to withdraw from the contract and to reclaim the products on the basis of the retention of title and to utilize them elsewhere for the purpose of satisfying due claims against the customer. In this case, the customer shall immediately grant us or our authorized representatives access to the products and surrender them.
• o   The pledging or transfer by way of security of the reserved goods or the assigned claim is not permitted before full payment of the secured claims. We must be informed immediately of any attachments, stating the name of the attaching creditor, so that we can enforce our ownership rights. In the event of seizure or other access by third parties to our reserved property or the goods subject to retention of title, the customer must inform the third party of our ownership. If the third party is not in a position to reimburse us for the judicial and extrajudicial costs incurred in this connection, the customer shall be liable for the loss incurred by us. In the event of insolvency or composition, segregation shall apply.
• The processing or transformation of the purchased item or its mixing or combination with other items not belonging to us by the customer is always carried out on our behalf, so that we are deemed to be the manufacturer. The retention of title shall also extend to the resulting products at their full value. If the purchased item is processed, mixed or combined with other items not belonging to us, we shall acquire co-ownership of the new product in the ratio of the value of the purchased item (final invoice amount including VAT) to the other processed, mixed and/or combined items at the time of processing, mixing or combining. In all other respects, the same shall apply to the product resulting from processing, mixing and/or combining as to the object of sale delivered subject to retention of title. The customer shall safeguard our sole ownership or co-ownership of the product for us.
• We undertake to release the securities to which we are entitled at the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; we shall be responsible for selecting the securities to be released.

Warranty

•  We guarantee that the delivered products do not have any defects which cancel or significantly reduce their value or their suitability for the normal use or the use assumed under the contract.
• The customer must check and inspect the delivered goods immediately upon receipt for defects with regard to quality and intended use. Possible, customary deviations in the goods, such as color, sorting, small deviations from the product illustrations or samples, cannot be pointed out and recognized as defects.
• Transport-related defects and damage must be reported by the customer to both us and the carrier immediately upon acceptance of the goods and must be settled with the carrier. Recognizable defects that are not transport-related must be reported to us in writing by the customer within 5 working days of delivery and non-recognizable defects within the same period from discovery, giving an exact description of the defects reported. The customer shall in any case provide us with sufficient information to enable us to investigate the nature and extent of the defect. If the customer fails to carry out the proper inspection and/or report defects, our liability for the defect not reported, not reported on time and/or not reported properly shall be excluded in accordance with the statutory provisions.
• The limitation period for claims for defects is 12 months, calculated from delivery. § Section 438 (3) BGB and Section 445b BGB remain unaffected. The aforementioned limitation periods of sales law shall also apply to contractual and non-contractual claims for damages of the customer based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases.
• The customer must hand over the goods complained about to us for inspection purposes and give us the necessary time and opportunity to provide subsequent performance; in the event of a replacement delivery of a defect-free item, the customer must return the defective item to us in accordance with the statutory provisions.
• After the goods have been returned, we shall be free to either supply the customer with a replacement free of charge within a reasonable period of time or to remedy the defects (subsequent performance). Our right to refuse subsequent performance under the statutory conditions remains unaffected.
• In the event of subsequent performance, we shall be obliged to bear or reimburse all expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor and material costs, if a defect actually exists. Otherwise, we may demand reimbursement from the customer of the costs incurred as a result of the unjustified request to remedy the defect (in particular inspection and transport costs), unless the lack of defect was not recognizable to the customer.
• Further claims are excluded, unless otherwise stipulated in these General Terms and Conditions.

Liability

• We shall be liable - irrespective of the legal basis - in accordance with the statutory provisions for damages in the event of intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents.
• We shall be liable in accordance with the statutory provisions if we culpably breach a material contractual obligation; in the case of simple negligence, however, liability shall be limited to the foreseeable, typically occurring damage. An essential contractual obligation exists if its fulfillment is essential for the proper execution of the contract and if the customer has relied on its fulfillment and was entitled to do so.
• Liability under the statutory provisions for culpable injury to life, limb or health remains unaffected; this also applies to liability under the Product Liability Act, the assumption of a guarantee and the fraudulent concealment of a defect.
• The customer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the customer (in particular according to §§ 650, 648 BGB) is excluded. In all other respects, the statutory requirements and legal consequences of the right of withdrawal or termination shall apply.
• Any further liability for damages other than that provided for in this clause 6 is excluded, irrespective of the legal nature of the claim asserted. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims for compensation for material damage in accordance with § 823 BGB and also insofar as the customer demands compensation for useless expenses instead of a claim for damages in lieu of performance.
• The liability provisions in this clause 6 shall also apply to breaches of duty by persons whose fault we are responsible for in accordance with the statutory provisions.
• Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.

Final provisions

• Amendments or additions to these provisions must be made in writing.
• The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
• If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Cologne; however, we are also entitled to sue the customer at his general place of jurisdiction.