General Terms and Conditions of Sale (GTC)

1.1 These General Terms and Conditions of Sale (GTC) apply to all our business relationships with our customers (“Buyer”). The General Terms and Conditions of Sale apply only if the Buyer is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law within the meaning of § 310 para. 1 BGB.

1.2 Our General Terms and Conditions of Sale apply exclusively. Deviating, contradictory, or supplementary general terms and conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent also applies if the Buyer refers to their own GTC in the course of placing the order and we have not explicitly objected to the GTC.

1.3 These General Terms and Conditions of Sale apply to contracts for the sale and/or delivery of movable goods (“Goods”). It is irrelevant whether we manufacture the Goods ourselves or purchase them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, the General Terms and Conditions of Sale shall also apply as a framework agreement to similar future contracts in the version valid at the time of the Buyer’s order or last communicated to the Buyer in writing, without us, as the seller, having to refer to them individually each time.

1.4 Individually concluded agreements with the Buyer (including side agreements, additions, and amendments) and statements in our order confirmation take precedence over these General Terms and Conditions of Sale. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

1.5 Legally relevant declarations and notifications by the Buyer concerning the contract (e.g., notifications of defects, setting of deadlines, withdrawal, or reduction) must be submitted in writing, i.e., in written or text form (e.g., letter, e-mail, fax). Further statutory form requirements as well as additional proofs (e.g., in case of doubts about the legitimacy of the declarant) remain unaffected.

1.6 If references are made to the applicability of statutory provisions, it should be noted that they are intended solely as clarifications. The statutory provisions apply – even if no corresponding clarification is made – to the extent that they are not modified or excluded by these General Terms and Conditions of Sale.

2.1 Our offers are non-binding and subject to change. This also applies if we provide the Buyer with catalogs, technical documentation (e.g., drawings, plans, calculations, cost estimates, references to DIN standards), or other product descriptions or documents (including in electronic form). We retain ownership and copyright of all documents provided to the Buyer in connection with the order. These documents may not be made accessible to third parties unless we give the Buyer our express written consent.

2.2 When the Buyer places an order for the Goods, this constitutes a non-binding contractual offer in accordance with § 145 BGB. Unless the order indicates otherwise, we are entitled to accept this offer within two weeks of its receipt.

2.3 Acceptance of the Buyer’s contractual offer can be declared either in writing (e.g., via an order confirmation) or by delivering the Goods to the Buyer. If we, as the seller, do not accept the Buyer’s offer within the period specified in clause 2.2, any documents sent to the Buyer must be returned to us immediately.

3.1 Unless otherwise agreed in writing for individual cases, our prices valid at the time of contract conclusion apply ex works, plus statutory VAT. Packaging costs will be invoiced separately. Unless a fixed price agreement has been made, reasonable price adjustments due to changes in labor, material, and distribution costs for deliveries occurring three months or later after the contract conclusion are reserved.

3.2 In the case of a shipment purchase, the Buyer bears the transport costs from the warehouse and any transport insurance costs requested by the Buyer. Any customs duties, fees, taxes, and other public charges are to be borne by the Buyer.

3.3 Payment of the purchase price must be made exclusively to the account specified in the order. Deduction of a cash discount is only permitted if agreed in writing.

3.4 Unless otherwise agreed, the purchase price is due and payable within fourteen days from invoicing and delivery or acceptance of the Goods. However, we are at any time, even within an ongoing business relationship, entitled to deliver wholly or partially only against advance payment. Any such reservation will be declared no later than with the order confirmation.

3.5 The Buyer is in default if the above payment period expires. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate pursuant to § 288 (2) BGB, currently eight percentage points above the respective base interest rate. We reserve the right to claim further damages for delay. In dealings with merchants, our claim to commercial default interest pursuant to § 353 HGB remains unaffected.

3.6 If it becomes apparent after contract conclusion that our claim for payment of the purchase price is at risk due to the Buyer’s lack of performance ability (e.g., filing for insolvency), we are entitled under statutory provisions to refuse performance and, if applicable after setting a deadline, to withdraw from the contract (§ 321 BGB). For contracts in which the production of irreplaceable items (custom-made goods) is owed, we may declare withdrawal immediately. The statutory provisions regarding the dispensability of setting a deadline remain unaffected.

The Buyer is entitled to set-off or retention rights only if their claim has been legally established or is undisputed, and their counterclaim arises from the same contractual relationship. In the event of defects occurring within the scope of delivery, the Buyer’s corresponding rights, in particular pursuant to Clause 8.6, sentence 2 of these General Terms and Conditions of Sale, remain unaffected.

5.1 The delivery period is agreed individually or specified by us upon acceptance of the order. If this is not the case, the delivery period is approximately 15 weeks from the conclusion of the contract.

5.2 If we are unable to meet contractually agreed delivery periods for reasons beyond our control, we shall inform the Buyer of this circumstance immediately and simultaneously provide the expected or new delivery period. If a delayed delivery cannot be made within the newly communicated delivery period due to unavailability of the performance, we are entitled to withdraw from the contract in whole or in part; any consideration already provided by the Buyer (in the form of payment) shall be refunded immediately. Unavailability of performance exists, for example, if timely self-supply by our supplier did not occur, if we entered into a congruent hedging transaction, if other disruptions in the supply chain occur (e.g., due to force majeure), or if we are not obligated to procure in individual cases.

5.3 Whether a delivery delay on our part exists is determined according to statutory provisions. However, a prerequisite for a delivery delay by us as the Seller is a reminder from the Buyer. In the event of a delivery delay, the Buyer may claim a fixed compensation for delay damages. The compensation amounts to 0.5% of the net price (delivery value) for each completed calendar week of the delay, but a maximum of 5% of the delivery value of the delayed goods. We reserve the right to provide evidence that the Buyer has suffered no damage or only a lesser damage than the above-mentioned flat rate.

5.4 The Buyer’s rights under Clause 9 of these General Terms and Conditions of Sale and our statutory rights, in particular in the event of exclusion of the obligation to perform (e.g., due to impossibility or unreasonableness of performance and/or supplementary performance), remain unaffected.

6.1 Delivery is made from stock. The stock also serves as the place of performance for the delivery and as the location for any supplementary performance. If the Buyer wishes the goods to be shipped to another destination (shipment purchase), the Buyer shall bear the shipping costs. If nothing has been contractually agreed, we may determine the type of shipping ourselves (packaging, shipping method, carrier).

6.2 Upon handover of the goods to the Buyer, the risk of accidental loss and accidental deterioration passes to the Buyer. In the case of a shipment purchase, the risk of accidental loss, accidental deterioration, and delay of the goods passes to the Buyer upon delivery of the goods to the carrier or freight forwarder. In the case of a contractual agreement on acceptance of the goods, this acceptance is decisive for the transfer of risk. Further statutory provisions of contract law remain unaffected. The handover or acceptance of the goods is considered equivalent if the Buyer is in default of acceptance.

6.3 If the Buyer is in default of acceptance or if our delivery is delayed for other reasons attributable to the Buyer, we have a claim against the Buyer for compensation for the resulting damages, including additional expenses (e.g., storage costs). In such cases, we will charge the Buyer a flat compensation of EUR 200 per calendar day (starting from the delivery period or, if no delivery period is specified, from notification of readiness for dispatch of the goods). Our statutory claims (reimbursement of additional expenses, reasonable compensation, contract termination) as well as proof of greater damage remain unaffected.

6.4 Proof of greater damage and our statutory claims (in particular reimbursement of additional expenses, reasonable compensation, contract termination) remain unaffected; however, the flat rate is to be credited against any further monetary claims. The Buyer retains the right to prove that no damage or only significantly less damage than the above flat rate has occurred.

7.1 We retain ownership of the delivered goods until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims).

7.2 Until full payment of the secured claims has been made, the goods under retention of title may neither be pledged to third parties nor transferred as security. The Buyer must notify us in writing immediately if an application for the opening of insolvency proceedings is filed or if third parties (e.g., seizures) access goods belonging to us. To the extent that the third party is unable to reimburse us for the court and out-of-court costs of a lawsuit pursuant to § 771 ZPO, the Buyer shall be liable for the loss incurred.

7.3 In the event of a breach of contract by the Buyer, in particular non-payment of the due purchase price, we are entitled under statutory provisions to withdraw from the contract and/or demand the return of the goods based on the retention of title. A request for return does not simultaneously constitute a declaration of withdrawal; rather, we are entitled to demand only the return of the goods while reserving the right of withdrawal. If the Buyer fails to pay the due purchase price, we must have unsuccessfully set a reasonable period for payment before asserting these rights, unless such a period is not required under statutory provisions.

7.4 The Buyer is entitled, until revoked under 7.4.c, to resell and/or process the goods under retention of title in the ordinary course of business. The following provisions apply additionally in this case:
a) Products arising from the combination, mixing, or processing of our goods are subject to retention of title for their full value, with us considered as the manufacturer. If ownership of third-party goods remains in such a combination, mixing, or processing, we acquire co-ownership proportionate to the invoice values of the combined, mixed, or processed goods. Otherwise, the same applies to the resulting product as to goods delivered under retention of title. The Buyer also assigns to us for security purposes any claims arising from the combination of the reserved goods with real estate against a third party. We accept this assignment.
b) The Buyer already assigns to us, in whole or to the extent of our possible co-ownership share pursuant to 7.4.a, for security purposes, claims arising from the resale of the goods or resulting products against third parties, up to the agreed invoice amount (including VAT). We accept this assignment. The obligations of the Buyer under 7.2 also apply to the assigned claims.
c) The Buyer remains authorized alongside us to collect the claims. As long as the Buyer meets their payment obligations toward us, there is no deficiency in the Buyer’s ability to perform, and we have not asserted the retention of title under 7.3, we undertake not to collect the claims. If we assert our rights under 7.3, we may require the Buyer to notify us of the assigned claims and their debtors and to provide all information and documents necessary for collection and notify the debtors (third parties) of the assignment. Furthermore, we are entitled to revoke the Buyer’s authorization to resell and process the goods under retention of title.
d) If the realizable value of the securities exceeds our claims by more than 10%, we will release securities of our choice at the Buyer’s request.

7.5 As long as ownership has not passed to the Buyer, the Buyer is obliged to handle the purchased goods with care. In particular, the Buyer must insure them at their own expense against theft, fire, and water damage at their replacement value (note: only permissible for the sale of high-value goods). If maintenance or inspection work is required, the Buyer must carry it out in a timely manner at their own expense.

8.1 The Buyer’s rights in the event of material and legal defects (including incorrect or short delivery, improper assembly/installation, or defective instructions) are governed by statutory provisions, unless otherwise stipulated below. This does not affect statutory provisions regarding consumer goods purchases (§§ 474 ff. BGB) and the Buyer’s rights under separately given guarantees, especially from the manufacturer.

8.2 Agreements we have made with the Buyer regarding the condition and intended use of the goods (including accessories and instructions) generally form the basis of our liability for defects within the framework of warranty. A specification agreement includes all product descriptions and manufacturer information that are part of the individual contract or publicly communicated by us (especially in catalogs or on our website) at the time of the conclusion of the contract. If no condition has been agreed upon, it shall be determined according to § 434 paragraph 3 BGB whether a defect exists. Public statements made by the manufacturer in advertising or on the product label take precedence over statements by other third parties.

8.3 For goods with digital elements or other digital content, we are only obliged to provide and update the digital content if this is expressly specified in a condition agreement according to 8.2. We assume no liability for public statements made by the manufacturer or other third parties.

8.4 We are not liable for defects that the Buyer knew of at the time of contract conclusion or grossly negligently did not know (§ 442 BGB).

8.5 Buyer’s claims for defects exist only to the extent that the Buyer has complied with their statutory inspection and notification obligations (§§ 377, 381 HGB). For goods intended for construction or other processing, inspection must take place immediately before use. Written notification must be given without delay if a defect is discovered during delivery, inspection, or later. Obvious defects must be reported within 8 working days from delivery; hidden defects within the same period from discovery. If the Buyer fails to properly inspect or notify defects, our liability for the defect, in whole or in part, is excluded under statutory provisions. This also applies if the goods are intended for installation, mounting, or assembly, and the defect becomes apparent only after processing. In such cases, the Buyer has no claim for compensation of “removal and installation costs.”

8.6 If the delivered goods are defective, we as the Seller have the option to provide subsequent performance either by remedying the defect (repair) or by delivering defect-free goods (replacement). If the chosen type of subsequent performance is unreasonable for the Buyer in an individual case, they may refuse it. We reserve the right, however, to refuse subsequent performance under statutory conditions. We are also entitled to make subsequent performance dependent on the Buyer paying the due purchase price. The Buyer is entitled to withhold a portion of the purchase price proportionate to the defect.

8.7 The Buyer must give us the necessary time and opportunity for subsequent performance. In particular, the Buyer must hand over the item for which they assert a defect for inspection purposes. If we deliver a replacement, the Buyer must return the defective item in accordance with statutory provisions. The Buyer, however, does not have a separate right of return.

8.8 Unless contractually agreed, subsequent performance does not include removal, dismantling, or deinstallation of the defective item, nor the installation, mounting, or assembly of a defect-free item. This does not affect the Buyer’s claims for reimbursement of “removal and installation costs.”

8.9 Expenses necessary for inspection and subsequent performance (transport, labor, and material costs, including removal and installation costs, if applicable) are reimbursed by us according to statutory provisions and these Terms and Conditions if a defect exists. However, we may claim reimbursement from the Buyer for costs incurred due to unjustified defect claims if the Buyer knew or should have known that no defect existed.

8.10 The Buyer has the right to remedy the defect themselves and claim reimbursement for objectively necessary expenses if there is an urgent case (e.g., danger to operational safety or to prevent disproportionate damage). The Buyer must inform us immediately in the event of self-remedy. If we were entitled to refuse subsequent performance under statutory provisions, the Buyer has no right to self-remedy.

8.11 The Buyer may withdraw from the purchase contract or reduce the purchase price according to statutory provisions if a period set by the Buyer for subsequent performance has expired without success or is legally dispensable. In the case of minor defects, the Buyer has no right of withdrawal.

8.12 Claims by the Buyer for reimbursement of expenses pursuant to § 445a paragraph 1 BGB are excluded, unless the last contract in the supply chain is a consumer goods purchase (§§ 478, 474 BGB) or a consumer contract for the provision of digital products (§§ 445c sentence 2, 327 paragraph 5, 327u BGB).

8.13 Claims for damages or reimbursement of wasted expenses (§ 284 BGB) exist in the presence of a defect only in accordance with sections 9 and 10.

9.1 The general limitation period for claims arising from material or legal defects, deviating from § 438 paragraph 1 no. 3 BGB, is one year from delivery. If acceptance has been contractually agreed, the limitation period begins upon acceptance.

9.2 The limitation period according to statutory provisions is five years from delivery (§ 438 paragraph 1 no. 2 BGB) if the goods are a building or an item used in accordance with its customary use for a building and caused its defect (construction material). This is subject to further statutory special provisions on limitation periods (in particular § 438 paragraph 1 nos. 1 and 3, §§ 444, 445b BGB).

9.3 The above limitation periods under purchase law also apply to contractual and non-contractual claims for damages of the Buyer based on a defect, unless applying the regular statutory limitation periods under §§ 195, 199 BGB would lead to a shorter limitation period in an individual case. Claims for damages of the Buyer under sections 10.1 and 10.2(a) as well as those under the Product Liability Act are subject solely to the statutory limitation periods.

0.1 As the Seller, we are liable for breaches of contractual and non-contractual obligations in accordance with statutory provisions, unless otherwise specified in these General Terms and Conditions, including the following provisions.

10.2 Within the scope of fault-based liability, we are liable, regardless of the legal grounds, for damages only in cases of intent or gross negligence. In the case of simple negligence, we are only liable, subject to statutory limitations of liability (e.g., due diligence in our own affairs; minor breaches of duty):
a) for damages resulting from injury to life, body, or health,
b) for damages resulting from the breach of a material contractual obligation (obligations whose fulfillment enables proper performance of the contract and on whose compliance the contractual partner may rely). In this case, our liability is limited to the compensation of foreseeable, typically occurring damage.

10.3 The limitations of liability set out in section 10.2 also apply vis-à-vis third parties and for breaches of duty by persons whose fault we are legally responsible for. If a defect has been fraudulently concealed and a guarantee for the quality of the goods has been assumed, these limitations of liability do not apply. This also applies to claims of the Buyer under the Product Liability Act.

10.4 The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not result from a defect if we, as the Seller, are responsible for the breach of duty.

10.5 The Buyer’s right to terminate (in particular under §§ 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences shall apply.

11.1 These General Terms and Conditions and the contractual relationship between us as the Seller and the Buyer shall be governed by the law of the Federal Republic of Germany, to the exclusion of international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.2 If the Buyer is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a public-law special fund, our registered office in Stuttgart shall be the exclusive, including international, place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. The same applies if the Buyer is an entrepreneur within the meaning of § 14 BGB.

11.3 In addition, we are entitled to bring an action at the place of performance of the delivery obligation according to these General Terms and Conditions or a prior individual agreement, or at the Buyer’s general place of jurisdiction. This does not affect mandatory statutory provisions (exclusive places of jurisdiction).